Last Updated 4/6/2023
This Agreement (“Agreement“) is made between CyberRisk Alliance, LLC d/b/a CyberSecurity Collaboration Forums (the “Company“) and the individual or entity at the address set forth on the signed quote (the “Member”) and is effective as of the date of signature on the date of signature on the form “[form name] (the “Effective Date”). Each of the Company and the Member is sometimes referred to herein as a “Party“, and collectively as the “Parties“.
This Agreement outlines certain terms and conditions of the Member’s participation in the activities of the Company. The Parties agree as follows:
Member Information and Intellectual Property.
- Member acknowledges that the Company may receive contributed information and content from the Member as a result of Member’s use of the Slack Services, including but not limited to: images, designs, graphics, logos, marks, audio or video files, data, material, and information posted, linked to, or otherwise made available to Company, (the “Member Information“). For the avoidance of doubt, the Company shall, at all times, be the sole owner and beneficiary of Company content including any materials contributed by the Members to the Company.
- Company agrees to hold and maintain the Member Information in confidence and shall use best efforts to restrict access to the Member Information to affiliates, employees, contractors, officers, directors and CISOs of the Company, and to other third parties as is reasonably required in the course of operating and managing the Company.
- Company Confidential Information. Member recognizes, acknowledges, and agrees that any information discussed pursuant to the services being offered hereunder, developed and acquired by the Company whether put in practice or not, are considered confidential, and deemed proprietary in nature to the operation of the Company (hereinafter collectively referred to as the “Company Confidential Information“). Member understands and agrees that all such Company Confidential Information is to be preserved and protected, is not to be disclosed or made available, either in whole or in part, in any manner whatsoever, directly or indirectly, to any persons Member agrees to safeguard the Company Confidential Information from unauthorized disclosure and access by using a reasonable degree of care, but not less than that degree of care used by it in safeguarding its own confidential or similar information or material.
- Continuing Obligations. Member understands and agrees that its obligations under this Agreement (specifically including its obligations regarding Intellectual Property Rights and confidentiality referenced above) continue indefinitely and do not, under any circumstances or for any reason, cease upon termination of discussions, negotiations, license agreements, or any other forms of relations in which Member accessed proprietary information of the Company. Such Confidential Information shall remain the sole property of the Company and shall be left in its entirety in the undisputed possession and control of the Company. This Agreement does not confer to the Member any right, license, interest or title in, to or under the Company Confidential Information.
- Duty to Disclose. In the event that Member is requested or becomes legally compelled (by oral questions, interrogatories, request for Company Confidential Information, subpoena, civil investigative demand or similar process or otherwise) to disclose any of the Company Confidential Information or Confidential Information of another member, Member will provide the Company with prompt written notice.
- Non-Assignment. The rights, duties and obligations of Member under this Agreement may not be assigned in any manner whatsoever without the prior written consent of the Company. The Company may freely assign, subcontract or otherwise transfer this Agreement at any time and shall have no obligation to obtain the written consent of Member in connection with such assignment. Upon the valid assignment of the rights and assumption of duties and obligations, this Agreement shall be binding upon and inure to the benefit of the successors, assigns, heirs and personal representatives of the respective parties hereto.
- No Third Party Rights. Nothing in this Agreement shall be construed as creating or giving rise to any rights in any third parties or any persons other than the Parties herein except as provided in this Agreement.
- No Waiver. The failure of either Party to enforce at any time any of the provisions hereof shall not be a waiver of that Party’s right thereafter to enforce any such provisions or to enforce any other provisions of the Agreement.
- In the event any provision or term of this Agreement shall be held by a court of competent jurisdiction to be illegal or unenforceable, all of the other terms and provisions hereof shall remain in full force and effect unless the term or provision so held to be illegal or unenforceable is also held to be a material part of this Agreement such that the parties herein would not have entered into this agreement.
- All notices, demand or other communications to be given hereunder shall be (i) in writing, (ii) given either by personal delivery or by mail, and (iii) deemed to have been made when personally delivered or when sent by certified mail, addressed to the respective parties as follows:
If to the Company:
Cybersecurity Collaborative, LLC
C/O CyberRisk Alliance, LLC
400 Madison Ave, STE 6C
New York, NY 1017
Attention: Parham Eftekhari