Archived Nisos Services Terms and Conditions

This page contains a previous version of Nisos’ Services Terms & Conditions, effective as of June 1, 2022. It is provided for historical reference only. For the most current version of our Services Terms & Conditions, click here.

Effective June 1, 2022

PLEASE READ CAREFULLY AS THESE TERMS AND CONDITIONS (“TERMS” OR “TERMS AND CONDITIONS”) CONSTITUTE A MASTER AGREEMENT (“AGREEMENT”) COVERING NISOS PRODUCTS AND SERVICES WHEN ACCOMPANIED BY AN EXECUTED ORDER FORM (“ORDER”). BY ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (“CLIENT” OR “YOU”), YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THE CLIENT TO SUCH TERMS AND CONDITIONS OF NISOS HOLDINGS INC., A DELAWARE CORPORATION (“NISOS”, “COMPANY”, OR “WE”). UNLESS THE CLIENT HAS ENTERED INTO ANOTHER VALID AGREEMENT FOR THE PURCHASE AND USE OF NISOS PRODUCTS AND SERVICES, THESE TERMS AND CONDITIONS GOVERN YOUR RIGHTS TO USE THE NISOS PRODUCTS AND SERVICES. BY PLACING AN ORDER, CLIENT ACCEPTS THESE TERMS AND CONDITIONS, WHICH WILL BE DEEMED A BINDING CONTRACT BETWEEN CLIENT AND NISOS. IF CLIENT DOES NOT AGREE TO OR CANNOT COMPLY WITH ALL THE TERMS AND CONDITIONS OR IF THE INDIVIDUAL DOES NOT HAVE AUTHORITY TO BIND THE CLIENT, CLIENT WILL NOT BE AUTHORIZED TO USE THE PRODUCTS AND SERVICES. THESE TERMS AND CONDITIONS ARE BINDING AS OF THE DATE SET FORTH ON THE ORDER FORM BETWEEN NISOS AND CLIENT.

1. SERVICES. Nisos may provide products and perform certain services (the “Services” or “Offerings”) for Client during the Term of this Agreement, as described in one or more order forms (each an “Order”) signed by Client and Nisos (the “Parties”) and may provide access to Client to the Nisos portal (the “Portal”) to access and communicate regarding the Order and the related Offerings. Client’s use of the Portal is subject to Client’s compliance with this Agreement, and Section 4 in particular, with respect to the use of the Portal. Nisos shall determine the manner and means of providing the Offerings and shall use commercially reasonable efforts to provide the Offerings in accordance with any schedule set forth in the applicable Order. All Offerings will be provided remotely unless previously authorized by both Nisos and Client for services provided at Client-designated location. Nisos will determine specific staffing for all Orders and Offerings in its sole discretion. Estimates provided for Services performed on a time-and-material basis are estimates only and not a guaranteed time of completion. Nisos will use its data collection inventory, which consists of open-source intelligence collection and proprietary data sets including information collected and correlated among public records, cyber threat intelligence, social media, attacker tactics, techniques and procedures, dark web forums and contacts, as well as other curated data sources, as applicable in its sole discretion. The Services provide solely an external view of Client and therefore are not a comprehensive view of risk. Nisos will use commercially reasonable efforts to provide the Services.

1.1 Acceptance. Upon completion of each Deliverable (defined below in Section 3) for an Order, Nisos will, as applicable: (i) submit a complete copy to Client via a preferred communication method and/or via the Portal, and (ii) review it with Client, if requested by Client.

1.2 Change Orders. Services performed on a fixed fee basis are limited to the scope of services stated in the applicable Order. In the event either Client requires a material change to an Order, the Parties will work together to produce a written change order specifying the change required (each a “Change Order”). Each Party agrees that a Change Order may necessitate a change in the delivery schedule and fees due under the applicable Order. No Change Order will be binding upon either Party until it is signed by the authorized representatives of both Parties. Each Order and Change Order will be governed by the terms of this Agreement.

1.3 Client Assistance. Client shall provide Nisos with such resources, information, and assistance as Nisos may reasonably request in connection with the performance of the Services. All information provided to Nisos shall be disclosed in compliance with applicable statutory and/or regulatory requirements, and Client shall have obtained all necessary consents to enable Nisos to use such material for the performance of the Services, as applicable. Client acknowledges and agrees that Nisos’ ability to successfully perform the Services in a timely manner is contingent upon its receipt from Client of the information, resources, network and/or physical access, or other assistance requested. Nisos shall have no liability for deficiencies in the Services resulting from the acts or omissions of Client, its agents or employees; actions by third parties (including any malicious acts directed at the network or resources of Client); or performance of the Services in accordance with Client’s instructions. Any delays in the performance of Services or delivery of Deliverables caused by Client may result in additional applicable charges for resource time at Nisos’ then standard rates.

1.4 Client Materials. Client acknowledges that in order to perform the Services, Nisos may require access to certain Client content or other information, or material of Client (“Client Materials”) and Client shall have the option to upload certain Client Materials to the Portal, in accordance with this Agreement and the Portal-specific terms set forth in Section 4. Accordingly, Client hereby grants to Nisos a non-exclusive, non-transferable license to use the Client Materials as necessary for Nisos to perform the Services. Nisos shall have no obligation to retain Client Materials beyond forty-five (45) days after submission of the final Deliverable in connection with the Order.

2. FEES AND PAYMENT.

2.1 Fees. Client hereby agrees to pay Nisos all fees due pursuant to Orders entered into hereunder as indicated on the Order Form. All fees due hereunder are non-refundable and are not contingent on any additional services or products to be provided. Except as otherwise expressly provided in this Agreement or in an applicable Order, all fees and other amounts are non-refundable. Fees are exclusive of any applicable sales, use, value added, withholding, and other taxes, however designated. Client shall pay all such taxes levied or imposed by reason of Client’s purchase of the Services, except for taxes based on Nisos’s income or with respect to Nisos’s employment of its employees.

2.2 Payment Terms. Except as otherwise set forth herein or in an Order, Nisos will invoice Client on a periodic basis, generally no more frequently than monthly for each Statement of Work, for amounts due hereunder, and Client shall pay all amounts invoiced within thirty (30) days of the invoice date. All payments must be made in U.S. dollars. Outstanding balances shall accrue interest at a rate equal to the lesser of one and one half percent (1 ½%) per month and the maximum rate permitted by applicable law, from due date until paid, plus Nisos’ reasonable costs of collection, including attorney’s fees. All fees due hereunder are exclusive of, and Client shall pay, all sales, use and other taxes, export and import fees, customs duties and similar charges applicable to the transactions contemplated by this Agreement, except for taxes based upon Nisos’ net income. Client agrees to indemnify and hold Nisos harmless from and against all claims, liabilities, costs, expenses and penalties arising out of or related to Client’s failure to timely report or pay any such taxes, fees, duties or charges.

3. OWNERSHIP OF DELIVERABLES; LICENSE.

Services do not constitute “works for hire,” “works made in the course of duty,” or similar terms under laws where the transfer of intellectual property occurs on the performance of services to a payor. The only deliverable arising from the Services is a report consisting primarily of Nisos’s investigative findings, recommendations, and insights. You own the copy of the report (including without limitation, all your Confidential Information therein) delivered to you (“Deliverable”), subject to Nisos’s ownership of the Nisos Materials. You agree that relative to you, Nisos exclusively owns any and all software (including object and source code), flow charts, algorithms, documentation, adversary information, report templates, know-how, inventions, techniques, models, Nisos trademarks, ideas and any and all other works and materials developed by Nisos in connection with performing the Services (including without limitation all intellectual property rights therein and thereto) (collectively, the “Nisos Materials”) and that title shall remain with Nisos. For the avoidance of doubt, subject to Section 7 herein, to the extent that Nisos Materials include any Client Confidential Information or other Client-provided materials or data, Nisos shall have a limited, non-exclusive, non-transferable right to use such materials to produce the Deliverables and to use the Deliverables internally. Upon payment in full of the amounts due hereunder for the applicable Services and to the extent the Nisos Materials are incorporated into the Deliverable(s), you shall have a perpetual, non-transferable (except as expressly provided in the Section entitled Assignment), non-exclusive license to use the Nisos Materials solely as a part of the Deliverable(s) for internal information security purposes of Client or for its affiliates or advisors to use for Client’s sole benefit.

4. CLIENT INTERFACE

4.1 The Portal is a tool maintained by Nisos that enables access to various aspects of Client’s relationship with Nisos and components of the Services, including communication with and requests to Nisos relating to the Services and Deliverables. The Portal also enables Client to access Deliverables, submit tickets or requests for Services. Client is solely liable and responsible for all use and access of the Portal, including any unauthorized use.

4.2 Client will be able to access the Portal once Client has received the introductory email from Nisos and followed the corresponding instructions to create an account, at which point Client will be able to access the Portal. Nisos hereby grants to Client a non-exclusive, limited, revocable, non-transferable and non-sublicensable right to access the Portal in accordance with the terms set forth herein as well as the terms of use of the Portal (available at https://nisos.com/portal-terms-of-use) (“Portal Terms of Use”) which must be agreed to by Client’s end users upon registration of accounts and Client represents and warrants that Client and all authorized users of the Portal have the right to consent to the Terms of Use. Client acknowledges and agrees that Client and all users of the Portal must affirmatively “click-thru” and consent to the Terms of Use when prompted.

4.3 By using the Portal, Client agrees to the Portal Privacy Policy (available at https://nisos.com/portal-privacy-policy/) and the Portal Terms of Use, which are incorporated into and form part of these Terms by reference and must be agreed to by each end user upon first logging into their account. Please be aware that Client Data may be transferred, processed, and stored outside of Client’s country (including, if Client is located in the European Union, outside of the European Union), and that Client Data may be subject to disclosure as required by applicable law.

4.4 Client represents and warrants that when a respective user’s employment or engagement with Client ends, Client will immediately terminate such user’s access to the Portal.

5. WARRANTIES.

5.1 Limited Warranty. Nisos warrants to Client that the Services will be performed in a professional manner consistent with industry standards. Nisos shall, as its sole obligation and Client’s sole and exclusive remedy for any breach of the warranty set forth in this Section 5.1, re-perform the Services which gave rise to the breach or, at Nisos’ option, refund the fees paid by Client for the Services which gave rise to the breach; provided that Client shall notify Nisos in writing of the breach within thirty (30) days following performance of the defective Services, specifying the breach in reasonable detail. Unless specifically stated in an Order, nothing contained in these Terms shall obligate Nisos to any service level or similar agreement.

5.2 Disclaimer. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN SECTION 4.1 ABOVE, THE SERVICES, PORTAL AND ANY DELIVERABLES ARE PROVIDED “AS IS,” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. NISOS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, SECURITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE OR COURSE OF DEALING. NISOS DOES NOT WARRANT THAT THE SERVICES, PORTAL OR THE DELIVERABLES WILL MEET CLIENT’S REQUIREMENTS.

6. INDEMNIFICATION.

6.1 By Nisos. Nisos will defend at its own expense any action against Client brought by a third party to the extent that the action is based upon a claim that any Deliverable infringes upon or misappropriates a United States patent or copyright of the third party. Nisos will pay those costs and damages finally awarded against Client in any such action that are specifically attributable to such claim, or those costs and damages agreed to in a monetary settlement of such action. If any Deliverable becomes, or in Nisos’ opinion is likely to become, the subject of an infringement claim, Nisos may, at its option, either (i) procure for Client the right to continue using the Deliverable, (ii) replace or modify the Deliverable so that it becomes non-infringing, or (iii) accept return of the Deliverable and give Client a refund of the fees paid by Client for the Deliverable. Notwithstanding the foregoing, Nisos will have no obligation under this Section or otherwise with respect to any infringement claim based upon (x) any use of the Deliverable not in accordance with these Terms or for purposes not intended by Nisos, (y) any use of the Deliverable in combination with other products, equipment, software, or data not supplied by Nisos, or (z) any modification of the Deliverable by any person other than Nisos. THIS SECTION 6 STATES NISOS’ ENTIRE LIABILITY AND CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.

6.2 By Client. Client, at its own expense, shall indemnify, defend and hold Nisos and its officers, directors, shareholders, employees, agents and representatives (each an “Nisos Indemnitee”) harmless from and against any and all suits, actions, losses, demands, claims, damages, judgments, civil penalties for actions, fees, costs, expenses, or other liabilities (including reasonable attorney’s fees and costs) that may be suffered or incurred by any Nisos Indemnitee arising from or relating to: (i) Client’s use or misuse of the Deliverables, Portal or the Services; (ii) any malicious activity against Client or any third party resulting from the Services and/or Platform hereunder; (iii) any breach of these Terms by Client, including specifically any breach of Section 4; (iv) any data or materials provided to Nisos by Client (v) its failure to obtain the requisite consents to enter into these Terms or to allow Nisos to perform under the Agreement.

6.3 Indemnification Process. A Party’s obligations to indemnify the other Party with respect to any such action shall be conditioned upon the indemnified Party: (i) providing the indemnifying Party with prompt written notice of such action (provided that failure to provide such notice shall not relieve the indemnifying Party from its obligations under this Section 6 unless the indemnifying Party’s ability to defend or settle the subject action has been materially prejudiced), (ii) permitting the indemnifying Party to assume and solely control the defense of such action and all related settlement negotiations, with counsel chosen by the indemnifying Party, and (iii) cooperating at the indemnifying Party’s request with the defense or settlement of such action, which cooperation shall include providing reasonable assistance and information at no cost to the indemnifying Party. The indemnifying Party may not settle any such action unless the terms of the settlement include a full release of the indemnified Party and does not involve any payment or performance by the indemnified Party. The indemnified Party shall have the right to approve any settlement in which the indemnified Party is required to admit any culpability or that would in the indemnified Party’s reasonable opinion damage its business reputation. Nothing herein will restrict the right of a Party to participate in such an action through its own counsel and at its own expense.

7. CONFIDENTIALITY.

7.1 Definition. “Confidential Information,” as used herein, shall mean the terms and conditions of these Terms and all information related to a Party’s business, financial affairs or operations, including but not limited to information related to business plans, product or service development plans, pricing, techniques and methods, that either (a) is designated as confidential by the disclosing Party at the time of disclosure; or (b) would reasonably be understood, given the nature of the information or circumstances surrounding its disclosure, to be confidential.

7.2 Use. A Party that receives Confidential Information under this Agreement may use the Confidential Information as permitted under these Terms.

7.3 Obligations. Each Party agrees, during the Term (defined below) and for a period of three (3) years thereafter (except with respect to any trade secrets where such obligations will be perpetual), that it will (a) hold the other Party’s Confidential Information in confidence using the same standard of care as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (b) not disclose the Confidential Information of the other to any third party without the other’s prior written consent, except as expressly permitted under these Terms; (c) limit access to the other’s Confidential Information to those of its employees or agents having a need to know who are bound by confidentiality obligations at least as restrictive as those set forth herein; and (d) not copy or reverse engineer the Confidential Information. The receiving Party is responsible for any breach of the confidentiality provision of these Terms by its employees or agents.

7.4 Required Disclosures. Notwithstanding the foregoing, either Party may make disclosures as required by a court of law or any governmental entity or agency, provided that the receiving Party (a) provides the disclosing Party with reasonable prior notice of such disclosure (if legally permitted to do so) together with a copy of the material proposed to be disclosed; (b) reasonably cooperate with the disclosing Party at the disclosing Party’s request and expense to resist or limit such disclosure or to obtain a protective order; and (c) in the absence of a protective order or other remedy, disclose only that portion of the Confidential Information that is legally required to be disclosed and assure that, if applicable, confidential treatment will be accorded the disclosed information. In addition, either Party may disclose the terms and conditions of these Terms solely to potential investors, acquisition partners and its legal counsel and accountants in connection with a proposed financing or acquisition, provided that each such third party is bound by confidentiality obligations at least as restrictive as those set forth herein.

7.5 Exclusions. The restrictions on the use and disclosure of Confidential Information shall not apply to any Confidential Information, or portion thereof, which (a) is or becomes publicly known through no act or omission of the receiving party; (b) is lawfully received from a third party without restriction on disclosure; (c) is already known by the receiving Party at the time it is disclosed by the disclosing Party, as shown by the receiving Party’s written records; or (d) is independently developed by the receiving Party without reference to the other’s Confidential Information, as shown by the receiving Party’s written records.

7.6 Return or Destruction. Upon the termination or expiration of the relationship, each Party shall (a) cease using the other’s Confidential Information, (b) return or destroy the other’s Confidential Information in its possession or control, (c) upon request of the disclosing Party, confirm in writing that the receiving Party has complied with these obligations.

7.7 Injunctive Relief. Each Party acknowledges that a breach or threatened breach of this Section 7 could cause irreparable harm to the non-breaching Party, the extent of which would be difficult to ascertain. Accordingly, each Party agrees that, in addition to any other remedies to which a Party may be legally entitled, the non-breaching Party shall have the right to seek immediate injunctive or other equitable relief in the event of a breach of this Section 7 by the other Party or any of its employees or agents.

8. TERM AND TERMINATION.

8.1 Term. The term of these Terms shall commence on the Effective Date and shall continue until terminated as set forth herein (the “Term”).

8.2 Termination. Either Party may terminate these Terms at any time upon at least sixty (60) days’ prior written notice. To the extent that there is any Order in effect when a Party terminates these Terms, such Order shall not terminate and shall continue to be governed by these Terms as if these Terms had not been terminated. An Order may be terminated for convenience only to the extent set forth in such Order. Either Party may terminate the Agreement and all uncompleted Orders by written notice in the event the other Party is in material breach of any obligation under these Terms or any Order, which default is incapable of cure or which, being capable of cure, has not been cured within thirty (30) days after receipt of notice of such default. Notwithstanding the foregoing, Nisos may also terminate the Agreement and all uncompleted Orders immediately upon written notice in the event (a) Client fails to pay any amounts payable hereunder within ten (10) days after receiving written notice from Nisos that payment is due, or (b) Client breaches any provision in Section 6. The termination or expiration of a single Order shall not cause the automatic termination of any other Order.

8.3 Effect of Termination. Upon the termination of these Terms, (a) each Party shall comply with Section 6.6; and (b) all amounts owed to Nisos under these Terms which accrued before such termination will be immediately due and payable. Upon any termination of these Terms by Nisos for Client’s material breach pursuant to Section 6 above, (i) all licenses to the Nisos property granted to Client hereunder will immediately terminate, and (ii) Client shall promptly discontinue all use of the Nisos property, erase all copies thereof from Client’s computers, and return to Nisos all other copies thereof in its possession or control. Sections 2 (Fees and Payment), 3.1 (Ownership), 4.2 (Disclaimer), 5 (Intellectual Property Indemnification), 6 (Confidentiality), 7.3 (Effect of Termination), 8 (Limitation of Liability), and 10 (General) will survive the expiration or termination of these Terms for any reason.

9. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THESE TERMS, THE USE OF OR INABILITY TO USE THE DELIVERABLES OR ANY SERVICES PROVIDED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT FOR LIABILITY ARISING OUT OF A BREACH BY CLIENT OF SECTION 2 OR EITHER PARTY’S BREACH OF SECTION 3.2, IN NO EVENT WILL EITHER PARTY’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE USE OF OR INABILITY TO USE THE DELIVERABLES OR ANY SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED ALL FEES PAID TO NISOS HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT THAT GAVE RISE TO CLAIM.

10. GENERAL.

10.1 Governing Law and Venue. These Terms shall be governed by the laws of the Commonwealth of Virginia, without regard to its principles of conflicts of law, or any other principles that would result in the application of a different body of law. Any disputes under these Terms shall be brought in the Commonwealth of Virginia or other location mutually agreeable to the Parties.

10.2 Relationship of Parties. The relationship of the Parties established under these Terms is that of independent contractors and neither Party is a partner, employee, agent or joint venture partner of or with the other, and neither Party has the right or authority to assume or create any obligation on behalf of the other Party.

10.3 Publicity. Unless you direct otherwise by sending an email to us at legal@nisos.com, which direction may be given at any time, you agree that Nisos may display your company name and logo (in accordance with any trademark guidelines you may provide) as a Nisos client in a manner that does not suggest your use or endorsement of any specific Nisos product or service.

10.4 Arbitration. Any and all existing or future disputes, claims or controversies arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Terms to arbitrate, shall, in lieu of a jury or other civil trial, be settled by final and binding arbitration by a single arbitrator in accordance with the Federal Arbitration Act. The seat of the arbitration shall be Virginia, USA, and it shall be conducted in English. The arbitration award shall be final and binding on the parties, and the parties undertake to carry out any award without delay. Judgment upon the award may be entered by any court having jurisdiction of the award or having jurisdiction over the relevant party or its assets.

10.5 CLIENT ACKNOWLEDGES THAT BY AGREEING TO THESE TERMS, CLIENT IS GIVING UP THE RIGHT TO A JURY TRIAL AND TO A TRIAL IN A COURT OF LAW.

10.6 Attorneys’ Fees. For any legal action brought under these Terms, in addition to any other relief to which the successful or prevailing Party or Parties (the “Prevailing Party”) is entitled, the Prevailing Party is entitled to recover, and the non-Prevailing Party shall pay, all (1) reasonable attorneys’ fees of the Prevailing Party, (2) arbitration costs, and (3) expenses, even if not recoverable by law as court costs (including, without limitation, all fees, taxes, costs and expenses incident to or incurred in that action, arbitration or proceeding and all appellate proceedings). For purposes of this Section, the term “Attorneys’ Fees” includes, without limitation, paralegal fees, investigative fees, expert witness fees, administrative costs, disbursements, and all other charges billed by the attorney to the Prevailing Party.

10.7 Assignment. Neither Party may assign its rights or delegate its obligations under these Terms without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Nisos may assign its rights and obligations under these Terms to a parent or subsidiary or to a successor, whether by way of merger, acquisition, divestiture, consolidation, corporate reorganization, or in connection with the sale or transfer of all or substantially all of its business and assets relating to these Terms without the consent of the other Party to these Terms, provided that such Party gives prompt written notice of such assignment to the other Party. Any attempted assignment of these Terms not in accordance with this subsection shall be null and void.

10.8 Anti-Corruption. Nisos and Client each represent and warrant that their respective employees, officers, directors, partners, stockholders, subcontractors and agents shall not, directly or indirectly, make any payment, or offer or transfer anything of value, directly or indirectly, for any improper purpose or to improperly influence any party or client. Each Party certifies that it is in compliance, and shall remain in compliance, with all applicable anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act. In the event of a breach of this section, each Party agrees to further provide any and all reasonable information requested by the non-breaching Party to support an investigation related to the breach. Each Party understands that a breach of this section will be deemed to be a material breach of the Agreement, and the non-breaching Party will have the right to terminate the Agreement with immediate effect.

10.9 Notices. All notices hereunder shall be sent by email to the address set forth in the applicable Order and/or to the user(s) seated within the Portal, and with a copy to legal@nisos.com. Such notices shall be deemed given on the date notice is received by recipient when delivered by mail or personal delivery, and the date sent when delivered by email.

10.10 Export. Client shall comply with all applicable export and import control laws and regulations in its use of the Deliverables and, in particular, Client shall not export or re-export the Deliverables without all required United States and foreign government licenses. Client will defend, indemnify, and hold Nisos harmless from and against any violation of such laws or regulations by Client, its agents, or employees.

10.11 Force Majeure. Neither Party shall be liable for any breach of the Agreement, other than any default in payment obligations, for any delay or failure of performance resulting from any cause beyond such Party’s reasonable control, including but not limited to the weather, civil disturbances, acts of civil or military authorities, or acts of God.

10.12 Data Privacy. To the extent that the Parties collect, process, store, transmit or receive personal data, each Party shall comply with applicable data protection laws. In addition to and without derogating from the generality of the foregoing, to the extent that personal data under the terms of this Agreement is subject to the EU General Data Protection Regulation or the retained version of the GDPR applicable in the UK, the Parties acknowledge and agree that the Parties will comply with their respective obligations under the Data Processing Addendum (available at https://nisos.com/nisos-services-data-processing-addendum/) which is incorporated herein by reference. The Parties acknowledge and agree that (a) this Data Processing Addendum is hereby incorporated into, and forms a part of the Agreement, (b) this Data Processing Addendum is deemed to have entered into full force and effect as of the date set forth on the Order Form between Nisos and Client.

10.13 Severability. If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions of these Terms will continue in full force and effect.

10.14 Waiver. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

10.15 Headings. The headings used for the sections of these Terms are for information purposes and convenience only and in no way define, limit, construe or describe the scope or extent of the sections.

10.16 Entire Agreement; Order of Precedence. These Terms, its exhibits and Orders constitute the entire agreement between the Parties regarding the subject matter hereof. No oral or written representation that is not expressly contained in these Terms is binding on Nisos or Client. No amendment to these Terms or any Orders shall be binding on either Party unless in writing and signed by both Parties. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be (i) the applicable Order and then (ii) the body of these Terms. Further, in the event of any conflict between these Terms and any other conflicting terms, these Terms shall control and govern.

10.17 Email Communications. Client consents that subject to Section 10.9, to receive all communications from Nisos electronically, whether within the Portal or via email.