Terms & Additional Conditions
1. Travel Expense
Binary Defense’s fees under this Statement of Work do not include out-of-pocket expenses, including transportation, meals, and lodging for travel to perform any of our services. Binary Defense’s reasonable out-of-pocket expenses will be added to Binary Defense’s invoices and will be due and payable at the same time as the fees set forth on such invoice. Any changes to the agreed upon schedule for on-site work that requires travel will incur a re-scheduling fee equal to all out-of-pocket expenses for modifying the travel arrangements.
2. CounterIntelligence Further Investigations
Subscribers of CounterIntelligence services will be allocated 5% of their annual subscription fee for further investigations of requested Intel briefs. Hourly rates will be $350/hour. Balance will be communicated on a per use basis. Any unused allocation will expire at the end of each subscription term.
3. Payment & Pricing Terms
100% of total fees and expenses shall be due and payable for each year of the Term before Binary Defense shall have any obligation to perform Services for the Client. For subsequent years of the Term, service may be suspended by Binary Defense by notice to Client until payment in full of all fees and expenses is made. Payment terms are due upon receipt and payable in US Dollars. On an annual basis, a four percent increase will be applied to all annual recurring services including licensing, maintenance and support fees. Professional Security Service Hours expire 12 months from date of execution. Any applicable taxes are the responsibility of the Client. Proposal is valid for 30 days.
4. Shipping Terms
“FOB Origin” the buyer assumes title of the goods the moment the freight carrier picks up and signs the bill of lading at the origin pick-up location. Title passes at origin, and buyer has total responsibility over the goods while in transit. Client takes ownership (title and control) of the goods at the origin (when the carrier signs for goods) and is responsible for transportation of the goods beyond this point. The client files claims (if any). Freight charges will be prepaid by Binary Defense and will be invoiced to the Client.
It is the mutual intention of the parties, and the parties hereby acknowledge and agree that, Binary Defense Vision, LLC is and shall be a third party beneficiary to an executed Master Service Agreement (MSA) and may fully enforce the MSA (including this Statement of Work and the End User License Agreement “EULA”). The EULA for the Binary Defense Vision Software System will be accessed through the private client portal upon initial login. Notwithstanding anything to the contrary contained in this Statement of Work, in the event of a conflict or inconsistency between this Statement of Work and an executed MSA, this Statement of Work shall govern and control with respect to the subject matter of this Statement of Work and all terms, conditions and provisions contained herein.
6. Limitations of Liability
THE PARTIES ACKNOWLEDGE AND AGREE THAT NO MONITORING AND DETECTION SERVICES VENDOR, INCLUDING BINARY DEFENSE HEREUNDER, CAN GUARANTEE THAT IT WILL BE ABLE TO DETECT EVERY THREAT AGAINST CLIENT. CLIENT ACKNOWLEDGES AND AGREES THAT BINARY DEFENSE IS LIMITED IN ITS ABILITY TO MONITOR AND DETECT THREATS HEREUNDER ONLY TO THREATS THAT ARE PUBLICLY VISIBLE, PUBLICLY ACCESSIBLE, AND PUBLICLY DETECTABLE. BINARY DEFENSE HEREBY DISCLAIMS, AND SHALL NOT NO LIABILITY FOR FAILURE TO DETECT ALL THREATS AGAINST CLIENT INCLUDING, WITHOUT LIMITATION, THREATS THAT ARE DE-IDENTIFIED, ANONYMIZED, MASKED, HIDDEN, OBSCURED, MADE IN NON-PUBLICLY VISIBLE, NON-PUBLICLY ACCESSIBLE AND/OR NON-PUBLICLY DETECTABLE FORUMS, THREATS THAT ARE ENCRYPTED OR OTHERWISE SECURED FROM ACCESS OR DETECTION, AND OTHER SIMILAR THREATS. FURTHER, THE DECISIONS OF CLIENT, OR THE ACTIONS OR OMISSIONS OF CLIENT, BASED ON THE SERVICES PROVIDED HEREUNDER ARE CLIENT’S OWN AND BINARY DEFENSE DISCLAIMS AND SHALL HAVE NO LIABILITY THEREFOR. BINARY DEFENSE DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR COVENANTS OF ANY KIND, EXPRESS OR IMPLIED, AND SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR THE DECISIONS MADE BY CLIENT, OR THE ACTIONS OR OMISSIONS OF CLIENT, BASED UPON THE SERVICES PROVIDED UNDER THIS STATEMENT OF WORK, OR THE RESULTS OBTAINED FROM SUCH SERVICES, OR THE ANALYSIS OR INTERPRETATION OF CONTENT OR DATA USED IN CONNECTION WITH, RESULTING FROM OR DERIVED FROM THE SERVICES PROVIDED UNDER THIS STATEMENT OF WORK.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE SERVICES PROVIDED HEREUNDER ARE SUPPORTING TOOLS ONLY TO ASSIST WITH THE RECEIPT OF DATA, AND FOR THE CLASSIFICATION, PRESENTATION AND ASSESSMENT OF INFORMATION. ACCORDINGLY, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER BINARY DEFENSE, NOR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS OR ASSIGNS IS OR SHALL BE RESPONSIBLE OR LIABLE, IN ANY WAY, FOR THE DECISIONS MADE BY, OR THE ACTIONS OR OMISSIONS OF, CLIENT BASED UPON THE SERVICES PROVIDED HEREUNDER OR THE ANALYSIS OR INTERPRETATION OF CONTENT OR DATA USED IN CONNECTION WITH, RESULTING FROM OR DERIVED FROM SUCH SERVICES.
7. Breach Notifications
In the event of a breach of this agreement by Binary Defense, a party shall notify Binary Defense of such breach in writing describing in detail such breach (Notice of Breach). Notwithstanding anything to the contrary contained in this Agreement, Binary Defense shall have the option, in lieu of the payment of damages hereunder, to remedy, as soon as is reasonably practicable following the receipt of a Notice of Breach, any such breach.
- 8.1 This Statement of Work and the rights granted to Client hereunder may not be assigned, sublicensed or transferred, in whole or in part, by either party without the prior written consent of the other party, except to a successor to substantially all of the business or assets of a party by merger or acquisition. Where consent is required, it will not be unreasonably withheld.
- 8.2 Applicable Law. This Statement of Work shall be governed by and construed in accordance with the procedural and substantive laws of the State of Ohio, without reference to its conflict of law principles.
- 8.3 Use of Name, Trademark, and Logo. Absent the prior written consent of the other party, neither party shall use the name, trademarks, or logo of the other in promotional materials, publicity releases, advertising, or any other similar publications or communications.