Introduction

This Terms of Service Agreement ("Agreement") is a legally binding contract between Dimension 8 Cyber, LLC (“D8”, "us", "we", or "our") and you, the user (“Client”, "you" or "your"), governing your access to and use of the cyber security and IT services (collectively, the "Services") provided by D8.  By using the Services, you agree to be bound by the terms and conditions set forth in this Agreement.

Services

D8 provides various cyber security and IT Services to its clients.  D8 performs its Services in a professional, diligent and competent manner, consistent with industry standards applicable to the performance of such Services.

Client Obligations

Access and Cooperation: Client shall provide D8 with access to its facilities, systems, networks, and personnel, as reasonably necessary for D8 to perform Services. Client shall cooperate in good faith with D8 and provide any necessary assistance, information, and resources as may be reasonably requested by D8 to enable it to perform Services.

Designated Point of Contact: Client shall designate a primary point of contact who shall have the authority to make decisions on behalf of Client with respect to the Services provided.  Client's point of contact shall be responsible for coordinating with D8 and providing timely responses to D8’s inquiries and requests.

Compliance with Applicable Laws and Regulations: Client shall ensure that its use of the Services provided by D8 under this Agreement complies with all applicable laws, regulations, and industry standards, including without limitation, data protection and privacy laws.

Backup and Security: Client shall be responsible for maintaining appropriate backups of its data and implementing necessary security measures to protect its systems, networks, and data from unauthorized access, disclosure, alteration, or destruction.

Accurate Information: Client shall provide D8 with accurate and complete information necessary for the performance of Services. Client shall promptly notify D8 of any changes to such information that may impact D8's ability to perform Services.

Third-Party Services: Client shall be responsible for obtaining and maintaining any necessary licenses, consents, or permissions required for the use of any third-party services, hardware, or software that may be necessary for D8 to perform Services under this Agreement.

Payment

Client agrees to pay all fees and charges applicable to your use of Services, as specified in the Service plan you selected.  All fees are non-refundable.

Intellectual Property

All intellectual property rights, including but not limited to copyrights, trademarks, and patents in the Services, and any related materials provided by D8, are owned by D8 or its licensors.

Limitation of Liability

In no event shall D8’s liability arising out of, or related to, this Agreement, whether in contract, tort, or under any other theory of liability, exceed the total amount paid by Client for the Services rendered to Client by D8.  In no event shall D8 be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or business opportunities, even if Client advised D8 of the possibility of such damages.

Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, D8 HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

D8 CYBER DOES NOT WARRANT THAT THE SERVICES PROVIDED UNDER THIS AGREEMENT WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. CLIENT ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY AND CYBER SECURITY THAT COULD RESULT IN THE LOSS OR CORRUPTION OF CLIENT'S DATA, SECURITY BREACHES, OR OTHER DAMAGES, AND CLIENT ASSUMES RESPONSIBILITY FOR SUCH RISKS.

D8 CYBER DOES NOT WARRANT THAT ITS SERVICES WILL PREVENT ALL CYBER SECURITY INCIDENTS, DATA BREACHES, OR OTHER SECURITY-RELATED ISSUES. CLIENT UNDERSTANDS AND AGREES THAT NO TECHNOLOGY, SERVICES, OR PROCEDURES CAN GUARANTEE COMPLETE SECURITY AND THAT CLIENT HAS THE ULTIMATE RESPONSIBILITY FOR IMPLEMENTING AND MAINTAINING APPROPRIATE SECURITY MEASURES TO PROTECT ITS SYSTEMS AND DATA.

ANY THIRD-PARTY SERVICES, HARDWARE, OR SOFTWARE UTILIZED BY D8 IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. D8 HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO SUCH THIRD-PARTY SERVICES, HARDWARE, OR SOFTWARE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Indemnification

Client agrees to indemnify, defend, and hold harmless D8, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees, arising out of, or in connection with, Client’s use of the Services or Client’s breach of this Agreement.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law principles.  Any dispute arising out of or in connection with this Agreement shall be submitted to binding arbitration in accordance with the rules of JAMS Las Vegas Mediation, Arbitration and ADR Services, then in effect.  The arbitration shall take place, in person, in Las Vegas, Nevada at JAMS offices.  The decision of the arbitrator shall be final and binding upon the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Miscellaneous

Entire Agreement: This Agreement constitutes the entire understanding and agreement between the parties hereto with respect to the Services and supersedes any and all prior or contemporaneous agreements, understandings and/or representations, whether oral or written.  If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Amendment: No waiver, amendment, or modification of this Agreement shall be effective unless in writing and signed by both parties.

No Assignment: This Agreement is not assignable by Client.  Any attempted assignment by Client shall be null and void.

Contact Information

If you have any questions or concerns about this Agreement, the Services, or D8, please contact us at support@d8cyber.com

Effective: April 1, 2023