The legal bits
By creating an account and logging into Push you are agreeing to these Terms of use, including the particulars of data processing, which will bind you. If you do not agree to the Terms, you must not proceed and you may not access or use the Service or Website.
These TERMS govern your use of the Website and the Service. The Terms shall commence on the Effective Date.
We are Push Security Limited incorporated and registered in England and Wales with company number 12309408 whose registered office is at 2 Adelaide Street, St. Albans, England, AL3 5BH (Supplier). The Customer details shall be as completed on the billing & payment page of the website (Customer).
BACKGROUND
(A)
The Supplier has developed software applications and platforms which it makes available to subscribers via the internet on a pay-per-use basis for the purpose of finding and fixing SaaS security issues, and in so doing reduce this risk of employees using SaaS applications.
(B)
The Customer wishes to use the Supplier's service in its business operations.
(C)
The Supplier has agreed to provide and the Customer has agreed to take and, where required, pay for the Supplier's service subject to the terms and conditions of this agreement.
AGREED TERMS
1.
Interpretation
1.1.
The definitions and rules of interpretation in this clause apply in this agreement.
Applicable Laws: means: a) to the extent the UK GDPR applies, the law of the UK, b) To the extent EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject.
Applicable Data Protection Laws: means a) to the extent the UK GDPR applies, the law of the UK or of a part of the UK which relates to the protection of personal data, b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services, as further described in clause 2.
Business Day: a day other than a Saturday, Sunday or public holiday in England.
Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Change of Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be interpreted accordingly.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.1.
Customer Data: any personal data which the Supplier processes in connection with this agreement, in the capacity of a processor on behalf of the Customer.
Cybersecurity Laws: any laws, regulations, codes, guidance (from regulatory and advisory bodies; mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either Customer or an Authorised User relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), as amended or updated.
Effective Date: the date that the Customer creates an account and subscribes to the Service or when the website is first used.
EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
Initial Subscription Term: the initial term of this agreement as set out in Schedule 1.
Purpose: the purposes for which the Customer Personal Data is processed, as set out in this agreement.
Renewal Period: the period described in clause 14.1.
Services: the services provided by the Supplier to the Customer under this agreement, being security services delivered using API integrations and a browser extension, to identify security issues relating to Customer employees use of third party SaaS, and the provision of self-remediation guidance that enables Customer employees to address them.
“SLA” or “Service Level Agreement”: the level of Service Availability, measured on an annual basis.
Software: the online software applications provided by the Supplier as part of the Services.
Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions (Schedule 1).
Subscription Term: has the meaning given in clause 14.1 (the Initial Subscription Term and each Renewal Period).
Supplier Personal Data: any personal data which the Supplier processes in connection with these Terms as a processor.
User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services in accordance with this agreement.
Malware: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data; or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.2
A reference to a statute or statutory provision is a reference to it at the date of this agreement and shall include all subordinate legislation made at the date of this agreement under that statute or statutory provision.
1.3
A reference to writing or written includes email.
1.4
A reference to “this agreement” or “these terms” includes this document and the applicable Privacy Policy or any other document referenced.
2
User subscriptions
2.1
Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of these terms, the Supplier grants to the Customer a non-exclusive, non-transferable right and licence, to permit the Authorised Users to use the Services during the Subscription Term solely for the Customer's internal business operations.
2.2
In relation to the Authorised Users, the Customer undertakes that: a) the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time; b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services.
2.3
The Customer shall not: a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent permitted under these terms: i) attempt to copy, modify, duplicate, create derivative works from, mirror, republish, download, transmit, or distribute any portion of the Software in any form or media or by any means; or ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; b) access any part of the Services in order to build a service which competes with the Services; or c) use the Services to provide services to third parties; or D) subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or make the Services available to any third party except the Authorised Users; or E) attempt to obtain, or assist third parties in obtaining access to the Services.
2.4
The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Supplier.
2.5
If you are a child under the age of 16, you may not use the Services.
3
Additional user subscriptions
3.1
Subject to clause 3.2 and clause 3.3, the Customer may, during the Subscription Term, purchase additional User Subscriptions in excess of the number set out in Schedule 1 and the Supplier shall grant access to the Services to such additional Authorised Users in accordance with the provisions of this Agreement.
3.2
If the Customer wishes to purchase additional User Subscriptions, the Customer shall log into the Platform and add additional User Subscriptions at the applicable Service Fee. The Supplier shall activate the additional User Subscriptions with immediate effect (if paid by credit card) or following the date that an invoice is issued (if paid by a bank transfer).
3.3
The Customer shall pay for the Additional Users at the then applicable rates. Such fees shall be pro-rated from the date of activation by the Supplier for the remainder of the current Subscription Term.
4
Services
4.1
The Supplier shall, during the Subscription Term provide the Services to the Customer on and subject to the terms of this Agreement.
4.2
The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for: a) planned maintenance windows (as communicated to the Customer from time to time); and b) unscheduled maintenance performed outside Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 6 Business Hours' notice in advance.
4.3
The Supplier will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Supplier's standard customer support services, via email, during Business Hours.
5
Data protection
5.1
For the purposes of this Clause 5, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR. Both parties will comply with all applicable requirements of Applicable Data Protection Laws. Clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations under Applicable Data Protection Laws.
5.2
The Parties have determined that, for the purposes of Applicable Data Protection Laws, the Supplier shall process the personal data as a processor on behalf of the Customer in respect of the processing activities.
5.3
By entering into this agreement, the Customer consents to (and shall procure all required consents, from its Representatives, in respect of) all actions taken by the Supplier in connection with the processing of Supplier Personal Data, provided these are in compliance with the then-current version of the Supplier's privacy policy available at https://pushsecurity.com/legal/privacy/ (Privacy Policy). In the event of a conflict between the Privacy Policy and this Agreement, the Privacy Policy will take precedence.
5.4
Without prejudice to the generality of Clause 5.2 the Supplier shall, in relation to Customer Personal Data:
(a)
process that Customer Personal Data only on the written instructions of the Customer, including but not limited to instructions provided through the Software, unless the Supplier is required by Applicable Laws to otherwise process that Customer Personal Data. The Supplier shall inform the Customer if, in the opinion of the Supplier, the instructions of the Customer infringe Applicable Data Protection Legislation;
(b)
implement technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, which the Customer has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
(c)
assist the Customer insofar as possible (taking into account the nature of the processing and the information available to the Supplier), and at the Customer's cost and written request, in responding to any request from a data subject and in ensuring the Customer's compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(d)
notify the Customer without undue delay on becoming aware of a personal data breach involving Customer Personal Data;
(e)
at the written direction of the Customer, delete or return Customer Personal Data and copies to the Customer on termination of the agreement unless the Supplier is required by Applicable Law to continue to process that Customer Personal Data. For the purposes of this Clause 5.8(f) Customer Personal Data shall be considered deleted where it is put beyond further use by the Supplier; and
(f)
maintain records to demonstrate compliance.
5.5.
The Customer hereby provides its prior, general authorisation for the Supplier to: a) appoint processors to process the Customer Personal Data, provided that the Supplier shall: i) ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws; ii) remain responsible for the acts and omission of any processor as if they were the acts and omissions of the Supplier; and iii) inform the Customer of any intended changes concerning the addition or replacement of the processors with at least 30 days’ prior notice, by amending the Privacy Policy, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to the Supplier's reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Customer shall indemnify the Supplier for any losses, damages, costs (including legal fees) and expenses suffered by the Supplier in accommodating the objection. b) transfer Customer Personal Data outside of the UK or the EU as required for the Purpose, provided that the Supplier shall ensure that such transfers are in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of the Supplier, including any request to enter into standard data protection clauses adopted by the EU Commission (where the EU GDPR applies to the transfer) or adopted by the UK Information Commissioner from time to time (where the UK GDPR applies to the transfer).
5.6.
Either party may, at any time on not less than 30 days' notice, revise clause 5 by replacing it (in whole or part) with any applicable standard clauses approved by the EU Commission or the UK Information Commissioner's Office or forming part of an applicable certification scheme or code of conduct (Amended Terms). Such Amended Terms shall apply when replaced by attachment to this agreement, but only in respect of such matters which are within the scope of the Amended Terms.
6.
Third party providers
6.1.
The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
7.
Supplier's obligations
7.1.
The Supplier undertakes that the Services will be performed with reasonable skill and care.
7.2.
The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.
7.3.
The Supplier:
(a)
does not warrant that: i) the Customer's use of the Services will be uninterrupted or error-free; ii) that the Services will meet the Customer's requirements; iii) the Software or the Services will be free from Vulnerabilities or Malware; or iv) the Software or Services will comply with any Cybersecurity Laws.
(b)
is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.4.
This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
7.5.
The Supplier shall follow its archiving procedures for Customer Data as set out in its Information Security Management Policy, as such document may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.
7.6.
The Supplier shall use reasonable endeavours to maintain Service availability of at least 99.9% per annum. In the event that the Service falls below the SLA’s, the Customer shall receive the service credits outlined below, which shall be the sole course of remedy.
| Service availability | Service credit (days of free Service) |
|---|---|
| ≤ 99.9% | N/A |
| < 99.9% - ≤ 99.0% | 3 |
| < 99.0% - ≤ 95.0% | 7 |
| < 95.0% | 15 |
The service credits are not cumulative in nature. Therefore, for example, if Service availability in a year is 94% then the service credit shall be 15 days of free Service.
Service availability can be monitored, and the Customer can subscribe to status updates, here: https://status.pushsecurity.com/
Downtime resulting from any of the following are excluded from the SLA calculations:
- Planned maintenance windows (as outlined on the service status page with a minimum of 24 hours’ notice).
- Outages or disruptions caused by the Customer, or disruptions attributable to Force Majeure Events.
- Outages caused by any parts of the Service not managed or under the control of the Supplier, for example the core service providers outlined here: https://pushsecurity.com/legal/subprocessors/.
8.
Customer's obligations
8.1.
The Customer shall:
(a)
provide the Supplier with: i) all necessary co-operation in relation to this agreement; and ii) all necessary access to such information as may be required by the Supplier; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(b)
without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
(c)
carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner;
(d)
ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
(e)
obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier to perform their obligations under this agreement, including without limitation the Services;
(f)
ensure that its network and systems comply with the relevant specifications; and
(g)
be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
8.2.
The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Customer Data.
9.
Charges and payment
9.1.
The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 and Schedule 1.
9.2.
The Customer shall, on the Effective Date, pay the Supplier for the Services (as outlined in Schedule 1) by completing the order on the Supplier’s online platform, here: https://pushsecurity.com/app/settings/plan-and-billing/. For annual subscriptions, the Client shall either be sent an invoice on the Effective Date of each Subscription Term or they may opt to pay by credit card. For monthly subscriptions the Client shall set up a monthly payment via the online platform.
9.3.
If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: a) the Supplier may, without liability to the Customer, disable the Customer's User Subscriptions and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of America from time to time, commencing on the due date and continuing until fully paid.
9.4.
All amounts and fees stated or referred to in these Terms: a) shall be payable in US Dollars; b) are, subject to clause 13.3(b), non-cancellable and non-refundable; c) are inclusive of applicable tax at the appropriate rate.
9.5.
The Supplier shall be entitled to charge the then current Subscription Fees (as outlined on the website) for a Renewal Period.
10.
Proprietary rights
10.1.
The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.
10.2.
The Supplier confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
10.3.
Any messages, concepts or postings to the website shall become non-exclusive property of Push. By communicating material to Push, you agree that Push has the right to publish the material in products or publications for any purpose, including, but not limited to, service development and promotional purposes. You agree not to take action against us in relation to material that you submit.
11.
Confidentiality
11.1.
Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives in connection with this Agreement, including but not limited to: a) the existence and terms of this agreement; b) any information that would be regarded as confidential by a reasonable business person relating to: i) the business, assets, affairs, customers, clients, suppliers, or plans of disclosing party; ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party; c) any information developed by the parties in the course of carrying out this agreement and the parties agree that: i) details of the Services, and the results, shall constitute Supplier Confidential Information; and ii) Customer Data shall constitute Customer Confidential Information;
Representatives means employees, officers, contractors, subcontractors, representatives and advisers.
11.2.
The provisions of this clause shall not apply to any Confidential Information that: a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause); b) was available to the receiving party on a non-confidential basis before disclosure; c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; d) the parties agree in writing is not confidential or may be disclosed; or e) is developed by or for the receiving party independently of the information disclosed.
11.3.
Each party shall keep the other party's Confidential Information secret and confidential and shall not: a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement (Permitted Purpose); or b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 11.
11.4.
A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that: a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and b) at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.
11.5.
A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction.
11.6.
A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.
11.7.
Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this agreement are granted to the other party, or to be implied from this agreement.
11.8.
On termination of this agreement, each party shall: a) destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to clause 14 (Termination).
11.9.
Except as expressly stated in this agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.
12.
Indemnity
12.1.
The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services, provided that: a) the Customer is given prompt notice of any such claim; b) the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and c) the Customer is given sole authority to defend or settle the claim.
12.2.
The Supplier shall defend the Customer against any claim that the Customer's use of the Services in accordance with this agreement infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality.
12.3.
In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
12.4.
In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: a) a modification of the Services by anyone other than the Supplier; or b) the Customer's use of the Services in a manner contrary to the instructions given to the Customer by the Supplier; or c) the Customer's use of the Services after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
12.5.
The foregoing states the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
13.
Limitation of liability
13.1.
Except as expressly and specifically provided in this agreement: a) the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction; b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and c) the Services are provided to the Customer on an "as is" basis.
13.2.
Nothing in this agreement excludes the liability of the Supplier: a) for death or personal injury caused by the Supplier's negligence; or b) for fraud or fraudulent misrepresentation.
13.3.
Subject to clause 13.1 and clause 13.2: a) the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and b) the Supplier's total aggregate liability in contract (including in respect of the indemnity at clause 12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the then current Subscription Term. Multiple claims will not expand this limitation.
13.4.
Nothing in this agreement excludes the liability of the Customer for any breach, infringement or misappropriation of the Supplier’s Intellectual Property Rights.
14.
Term and termination
14.1.
This agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed on a recurring monthly basis (each a Renewal Period), unless: a) either party notifies the other party of termination at the end of the current Subscription Term; or b) otherwise terminated in accordance with the provisions of this agreement.
14.2.
Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if: a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 45 days after being notified in writing to make such payment; b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within 30 days of being notified in writing to do so; c) the other party suffers an insolvency event.
14.3.
On termination of this agreement for any reasons: a) all purchased licences granted under this agreement shall immediately terminate; b) each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party; c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than 30 days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
15.
Force majeure
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 30 days, the party not affected may terminate this agreement by giving 30 days' written notice to the affected party.
16.
Variation
These Terms are not exhaustive, for example new services or functionalities may lead to a revision of the terms, which we may amend at any time. If we do so, we will post the revisions to this URL and they will be effective when posted. Please visit our website again for updates. Wherever possible, we will notify you by email.
17.
Waiver
17.1.
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
17.2.
A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict further exercise of that or any other right or remedy.
18.
Rights and remedies
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
19.
Severance
If any provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. In this event, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
20.
Entire agreement
20.1.
This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
20.2.
Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty that is not set out in this agreement.
20.3.
Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
21.
Assignment
21.1.
The Customer shall not, without the prior written consent of the Supplier, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
21.2.
The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
22.
Third party rights
These terms do not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
23.
No partnership or agency
23.1.
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act on behalf of or otherwise to bind the other in any way.
24.
Notices
24.1.
Any notice given to a party under or in connection with this agreement shall be sent by email to support@pushsecurity.com
24.2.
Any notice shall be deemed to have been received two (2) hours after the time of transmission, or, if this time falls outside Business Hours in the place of receipt, within two (2) hours of Business Hours.
24.3.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
25.
Governing law and Jurisdiction
25.1.
This agreement and any dispute or claim arising out of or in connection with it shall be governed by and interpreted in accordance with the law of England and Wales.
25.2.
Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement.
These TERMS have been entered into on the Effective Date.
Schedule 1 - Subscription Fees and Term
The details of your Initial Subscription Term and Subscription Fees are outlined on the Plan and Billing page of the Push website, here: https://pushsecurity.com/app/settings/plan-and-billing/ The standard Service details are as follows:
1.
Subscription Fees. The Subscription Fee for each User Subscription is USD$6 per month for each User Subscription when billed monthly in advance or USD$5 per month for each user when billed annually in advance.
2.
Additional User Subscription Fees. Additional User Subscriptions may be purchased by the Customer in accordance with clause 3 at USD$6 per month for each user on a monthly subscription or USD$5 per month for each user on an annual subscription on a pro rata basis.
3.
Initial Subscription Term. The Initial Subscription Term shall be one (1) month for monthly subscriptions, or twelve (12) months for annual subscriptions. Clause 14 sets out the process for each Renewal Period.
4.
Platform. The Platform, used for paying Subscription Fees, can be accessed here: https://www.pushsecurity.com on the “Plan and Billing” page.
Schedule 2 - Particulars of Data Processing
1.
Particulars of Processing
1.1.
Scope. For the purposes of providing the Service.
1.2.
Nature and purpose of processing. To use the Service to its maximum capability, which is configurable by the administrator of the Service, to achieve the purpose of the Service.
1.3.
Duration of processing. For the Subscription Term, and a Backup duration of up to 180 days thereafter.
1.4.
Types of personal data. The Privacy Policy outlines comprehensive information about the types of Personal Data that may be processed in delivery of the Service. For example, this includes but is not limited to: Personal data of the Customers employees, for example: employee account profile photos, name, corporate email address, browser client, SaaS applications accessed.
1.5.
Categories of data subject. Any person that is authorised by the Customer to access their IT systems.
2.
Technical and organisational measures. Refer to Privacy Policy and Information Security Management Policy.
Schedule 3 - Software Licence
1.
Grant and scope of licence
1.1.
In consideration of payment by the Customer of the agreed Subscription Fee and the Customer agreeing to abide by the terms of this Licence, the Supplier grants a non-exclusive, non-transferable licence to use the software used in delivery of the Service (the “Software”) on the terms of this Licence.
1.2.
The Customer may use the Software for its internal business purposes only, by the number of User Subscriptions agreed.
2.
Restrictions
2.1.
Except as expressly set out in this Licence or as permitted by any local law, you undertake:
(a)
not to copy the Software or Documents except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;
(b)
not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software;
(c)
not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
(d)
not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities: (i) is used only for the purpose of achieving inter-operability of the Software with another software program; and (ii) is not unnecessarily disclosed or communicated without Supplier’s prior written consent to any third party; and (iii) is not used to create any software which is substantially similar to the Software;
(e)
not to provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than Customer’s employees without prior written consent from us;
(f)
to comply with all applicable technology control or export laws and regulations.
2.2.
Customer acknowledge that the Software has not been developed to meet Customer’s individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore Customer’s responsibility to ensure that the facilities and functions of the Software meet Customer’s requirements.
2.3.
Supplier only supplies the Software for Customer’s internal business use, and Software shall not be used for any re-sale purposes.
3.
Intellectual Property Rights
3.1.
Customer acknowledge that all intellectual property rights in the Software anywhere in the world belong to the Supplier, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software other than the right to use them in accordance with the terms of this Licence.
3.2.
Customer acknowledge that you have no right to have access to the Software in source code form.
4.
Termination
4.1.
Supplier may terminate this Licence immediately by written notice to Customer if Customer commits a material or persistent breach of this Licence which Customer fails to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
4.2.
On termination for any reason: (a) all rights granted under this Licence shall cease; (b) Customer must immediately and permanently delete or remove the Software from all computer equipment in Customer’s possession, and immediately destroy or return to us (at Supplier’s option) all copies of the Software and Documents then in Customer’s possession, custody or control and, in the case of destruction, certify to us that you have done so.
5.
Communications Between Us
5.1.
Supplier may update the terms of this Licence at any time on notice to Customer in accordance with this clause 5. Customer continued use of the Software following the deemed receipt and service of the notice shall constitute Customer’s acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Software on the deemed receipt and service of the notice.
5.2.
If we have to contact you, we will do so by email to the address you provided in accordance with the order for the Service.
6.
Other Important Terms
6.1.
Supplier may transfer Supplier’s rights and obligations under this Licence to another organisation, but this will not affect Customer’s rights or Supplier’s obligations under this Licence.
6.2.
Customer may only transfer Customer’s rights or Customer’s obligations under this Licence to another person if Supplier agrees in writing.
Change log
| Date | Version | Change summary |
|---|---|---|
| Feb 1 2021 | 1.0 | Initial version |
| Aug 1 2022 | 2.0 | Major changes made to the terms and conditions so that they can govern the commercial agreement between Push and its customers. |