These Censinet Terms of Use (these “Terms of Use”) describe the terms and conditions on which Censinet, Inc. (“Censinet”, “we”, “our” or “us”) offers access to: a) the www.connect.censinet.com website and any other website controlled by Censinet, and b) the Censinet online services, software or mobile applications provided to you by Censinet that reference these terms of use (collectively, the “Services”). You can use the Services to access two (2) separate Censinet offerings:
The Assessment Offering
We have customers that leverage the Services as part of their risk assessment process with third-party vendors, using what we refer to as our “Assessment Offering”. Our customers (“Assessors”) use the Assessment Offering to request that organizations with which they work or with which they intend to work complete a security assessment and questionnaire, and upload certain data and documentation related thereto (collectively, “Assessment Materials”), in order to facilitate a business transaction between the Assessor and such responding organizations. If you are using the Services to respond to an Assessor and provide Assessment Materials, you are using the Services as a “Respondent”. These Terms of Use ensure that your Assessment Materials will be protected and that disclosure of such Assessment Materials will be limited, in each case, as set forth herein.
The Benchmarking Offering
Other users access our Services to conduct an internal assessment of their cybersecurity practices, using what we refer to as our “Benchmarking Offering”. Users of the Benchmarking Offering (“Benchmarkers”) provide responses to a tailored questionnaire (such responses “Benchmarking Data”) so the Services can prepare a confidential summary on the Benchmarkers’ compliance with the selected framework (a “Benchmarking Summary”). Benchmarking Data will be aggregated and shared with other subscribers of the Benchmarking Offering. Prior to sharing, Benchmarkers Content is de-identified and anonymized and combined with similar data from Censinet’s multiple other Benchmarkers such that Benchmarker is not capable of being identified directly or indirectly.
Acceptance of These Terms of Use
All access and use of the Services (whether as a Respondent or a Benchmarker) is subject to the terms and conditions contained in these Terms of Use. These Terms of Use constitute a legal agreement between Censinet and you, so please read these terms of use carefully before accessing and using the Services.
By clicking “Accept” or accessing and using the Services, you affirm that:
- You have read, understand, and will comply with these Terms of Use; and
- (i) you represent and warrant that you have authority to bind to the company, business or other legal entity on whose behalf you are using the Services to these Terms of Use which shall be deemed an agreement between Censinet and such company, business or other legal entity and its affiliates, and (ii) references to “you” and “your” in these Terms of Use refer to such company, business or other legal entity and its affiliates(other than in this and the foregoing bullet point).
Privacy
To learn about our information collection, use, and privacy practices related to information collected through our Services, please review our Privacy Policy.
Changes to these Terms of Use
We reserve the right to make changes to these Terms of Use at any time. We will use commercially reasonable efforts to notify you of the changes, such as by posting a notice directly on the Services, by sending an email notification (if you have provided your email address to us), or by any other reasonable method. We will indicate the effective date of these Terms of Use at the top of this page. Your continued use of the Services after changes have been communicated indicates your consent to any changed Terms of Use. If you do not agree to abide by these or any future Terms of Use, do not access or use (or continue to access or use) the Services.
Reservation of Rights
We reserve the right at any time and for any reason, with or without notice, and without liability, to: (i) modify, suspend or terminate the operation or any feature of the Services; (ii) restrict, limit, suspend or terminate your access to the Services; (iii) monitor your use of the Services to verify compliance with these Terms of Use and/or any applicable law; (iv) investigate any suspected or alleged misuse of the Services or illegal activity and cooperate with, and disclose information to, law enforcement and/or third-parties in such investigation including in response to a lawful court order or subpoena.
Limited Right to Access the Services
If Censinet has provided you with access to the Services, Censinet grants you a nonexclusive, non transferable, non- sublicensable, revocable, royalty-free, limited right and license to access and use the Services and all other content, data and information to which you are granted access through or in connection with the Services (the “Censinet Content”) solely for the purposes of (a) using the Assessment Offering to provide the Assessment Materials to the applicable Assessors with which you want to share such Assessment Materials and otherwise assisting such Assessors in evaluating and managing risk, and (b) using the Benchmarking Offering to provide Benchmarking Data and produce a Benchmarking Summary. You are not entitled to copy any Censinet Content. You agree to safeguard and not to share your Services access credentials, and you will be responsible for the acts or omissions of any person who accesses the Services using passwords or access procedures provided to you.
As between you and Censinet, Censinet solely owns the Services, the Censinet Content, and all related documentation and associated intellectual property rights. Except for the limited rights set forth above, no other rights are granted to you with respect to the Services under these Terms of Use and all other rights are expressly reserved by Censinet. You acknowledge and agree that the Services are made available solely as hosted by or on behalf of Censinet, and nothing in these Terms of Use will be construed to grant you any right to receive a copy of any software for the Services. You agree that you will not: reproduce or modify the Services or any documentation therefor or portion thereof without Censinet’s written consent; rent, sell, lease or otherwise transfer the Services or any part thereof or use any Services for the benefit of a third party; reverse assemble, decompile or reverse engineer the Services, or otherwise attempt to discover any source code or underlying trade secrets or other proprietary information; or use any information gained as a result of your access to the Services to develop or assist a third party to develop a product with the same or similar functionality as any Services.
Provision of Assessment Materials
You understand that you will need to provide certain data, information and documentation in order to receive the full benefit from the Assessment Offering. For example, you will be asked to provide Censinet with certain information relating to your information security and other practices as part of the Assessment Materials. Your provision of Assessment Materials to us is voluntary, however, you understand and agree that failure to provide us with certain Assessment Materials may negatively impact the applicable Assessor(s)’ ability to assess your risk profile and may result in a failure to consummate a business transaction between you and such Assessor(s). If you agree to provide Assessment Materials, you represent and warrant that all Assessment Materials you provide are complete and accurate and that you have all rights and authorizations necessary to provide us with such Assessment Materials. You solely own all rights, title and interest in and to the Assessment Materials and all related intellectual property rights. You hereby grant us a nonexclusive right and license to (i) use the Assessment Materials in connection with providing the Services to you, including disclosing the Assessment Materials to the applicable Assessors that you have approved (“Approved Assessors”) for the purpose of evaluating your business and practices, and (ii) use Assessment Materials for our internal business purposes including benchmarking, aggregating and compiling Assessment Materials with other information, and improving our products and services. You understand, agree, and expressly consent that Censinet will create risk analyses and recommendations that will be shared with Approved Assessors based on your Assessment Materials and that Approved Assessors may make purchasing decisions based on such Assessment Materials, analyses and recommendations that are provided to them; and, except to the extent a party is grossly negligent or engages in willful misconduct or fraud, you waive your right to bring any action against either Censinet or any Approved Assessor related to the provision of such information, analyses or recommendations.
Provision of Benchmarking Data
You further understand that you will need to provide Benchmarking Data in order to produce a Benchmarking Summary and you understand and agree that failure to provide us with accurate or incomplete Benchmarking Data will result in an inaccurate or incomplete Benchmarking Summary. If you agree to provide Benchmarking Data, you represent and warrant that you have all rights and authorizations necessary to provide us with such Benchmarking Data. You solely own all rights, title and interest in and to the Benchmarking Data and all related intellectual property rights. Censinet will not disclose your Benchmarking Data or Benchmarking Summary in any way that will identify you, but you acknowledge and agree that the Benchmarking Offering is powered by anonymized and aggregated security data from organizations like you. You hereby grant us a nonexclusive right and license to (i) use the Benchmarking Data in connection with providing the Services to you, including anonymizing and aggregating Benchmarking Data and disclosing and distributing such anonymized and aggregated data to other subscribers of such benchmarking services, and (ii) use the Benchmarking Data for our internal business purposes including benchmarking, aggregating and compiling Benchmarking Data with other information, and improving our products and services.
Profile Data
You agree to provide accurate, current and complete account information as required by Censinet to enable access to the Services (“Profile Data”). You further agree to maintain and promptly update such Profile Data to keep it accurate, current and complete. You are solely responsible for the accuracy of your Profile Data.
Automated Monitoring and Automated Login Scripts Prohibited
You agree that automated monitoring scripts, performance monitoring scripts and automated login scripts are strictly prohibited on the Services and Censinet production systems or networks unless approved in advance and in writing by Censinet. You shall not attempt to circumvent data protection schemes or uncover and/or exploit security loopholes, including, without limitation, creating and/or running programs that are designed to identify and/or exploit security loopholes and/or decrypt intentionally secure data; performing an act that intentionally prevents the normal operations of networks, computers, servers or processes at Censinet; running any program that may damage or place excessive load on a server or the network; mass-invites, mass-messages, and programs known as floodbots and clonebots; forging the identity of a user or machine in an electronic communication; and intentionally repeating or transmitting material in a rapid manner with the intention of producing the effect of harassing another user. Should Censinet discover that you have implemented any of these methods, Censinet may block network access to the Services; suspend or terminate your access; or take legal action against you to prevent the use of these scripts, programs or methods against the Services and Censinet’s networks and systems.
Third-Party Software Configuration
You acknowledge that a supported Internet browser is required to access and use the Services. Censinet will use commercially reasonable efforts to maintain the Services as compatible with the current version of frequently used browsers, but does not warrant or guarantee that the Services will be available or operational on any particular browser.
If you use third-party software configurations that do not meet the Censinet requirements, you acknowledge and agree that Services may not be accessible, may not operate properly or may have some features disabled. Censinet shall have the right to modify the third-party software requirements in its sole discretion in order to maintain security and operational integrity for its user base.
Censinet Administrator
You will either designate an active administrator or use a single sign on process (hereinafter referred to as “Censinet Administrator”) which shall provide and assign user names and passwords to your employees who are authorized to use the Services on your behalf (“Users”). The Censinet Administrator shall remove access to the Services in the event any User is no longer employed by you or in the event any User is no longer authorized to access the Services.
Electronic Signatures
You acknowledge that Censinet may provide features or functions within the Services to allow your designated individuals to electronically sign forms and documents. You agree that you will only use this functionality within the Services if you are authorized by your organization to agree to and electronically sign documents that bind your organization. Censinet is not responsible for ensuring that any electronically signed documents are appropriately authorized or permitted pursuant to applicable law.
Release of Assessment Materials to Specified Third Parties With Your Approval
The Services permit you to share your Assessment Materials with other users, within and outside of your organization. You acknowledge that we are entitled to rely on your direction in sending Assessment Materials to the Approved Assessors.
Confidential Information
“Confidential Information” means any information disclosed by or on behalf of you or Censinet (in such capacity, “Discloser”) to the other party (in such capacity, “Recipient”) in connection with these Terms of Use and/or the Services, whether written or oral, and that is marked or identified at the time of disclosure as confidential or proprietary or that is of such a nature that would be understood by a reasonable person to be confidential or proprietary. The Services and all other Censinet Content (which may include Assessor or other third-party information made available to you via the Services) will be deemed to be Censinet’s Confidential Information. The Assessment Materials and/or Benchmarking Data (prior to being aggregated and anonymized) will be deemed to be your Confidential Information.
Each party, in its capacity as a Recipient, agrees that it will: (i) not disclose the Discloser’s Confidential Information to any other person or entity except as expressly permitted in these Terms of Use; (ii) use the Discloser’s Confidential Information only for purposes of performing its obligations or exercising its rights under these Terms of Use; (iii) only disclose Discloser’s Confidential Information as expressly permitted herein and to those of its employees and contractors (“Representatives”) who need to know such information for purposes of these Terms of Use and who are bound by written non-use and confidentiality obligations no less restrictive than those set forth in these Terms of Use; and (iv) protect all of Discloser’s Confidential Information from unauthorized use, access, or disclosure in the same manner as it protects its own confidential or proprietary information of a similar nature, and in no event with less than reasonable care.
Notwithstanding anything to the contrary herein, the foregoing obligations will not apply to, and “Confidential Information” shall not be deemed to include, any information that: (i) was available to the public at the time it was communicated to Recipient by Discloser; (ii) became available to the public after it was communicated to Recipient by Discloser through no fault of Recipient or its Representatives; (iii) Recipient can demonstrate by its written records was in Recipient’s possession free of any obligation of nondisclosure or nonuse at the time it was communicated to Recipient by Discloser; or (iv) Recipient can demonstrate by its written records was developed by Recipient or its Representatives independently of and without reference to or use of any of Discloser’s Confidential Information. In addition, these Terms of Use will not be construed to prohibit any disclosure that is: (x) required pursuant to a court discovery order in any litigation to establish the rights of either party under these Terms of Use; or (y) required by a valid court order or subpoena, provided in the latter case that the Recipient, unless otherwise prohibited by law or regulatory authority, notifies the Discloser thereof promptly and in writing and cooperates with the Discloser at the Discloser’s sole expense if the Discloser seeks to contest or limit the scope of such disclosure. In the event that Discloser does not obtain protective treatment of such Confidential Information, the Recipient shall disclose only that portion of Confidential Information that is legally required to be disclosed.
Due to the unique nature of the Confidential Information, each Recipient agrees that any breach or threatened breach of this Section (“Confidential Information”) may cause not only financial harm to Discloser, but also irreparable harm for which money damages may not be an adequate remedy. Therefore, Discloser will be entitled, in addition to any other legal or equitable remedies, to seek an injunction or similar equitable relief against any such breach or threatened breach without the necessity of proving actual damages or posting any bond.
Lawful Conduct; Prohibited Uses
You agree, while using the Services or Censinet Content, to comply with all applicable laws and regulations, including without limitation those related to privacy, cybersecurity, electronic communications, digital rights management, fax communications and anti-spam legislation.
Without limiting the foregoing, you agree that: (i) you will not use the Services to collect, transmit, store or otherwise process protected health information, information that can be used to personally identify an individual or similar information relating to individual persons; (ii) you will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (including rights of publicity and privacy) without first obtaining the permission of the owner of such rights and providing appropriate source credit; and (iii) you will not use the Services to target for solicitation any Assessors. In addition, except for your own internal use of the Services, you agree that you will not create website links to the Services that include login information, including but not limited to, user names, passwords, secure cookies and/or “mirroring” or “framing” any part of the Services.
Third Party Sites
The Services may provide links to third party web sites or resources. Because Censinet has no control over such sites and resources, you acknowledge and agree that Censinet is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources.
Feedback or Comments
If you choose to provide Censinet with any comments, suggestions, proposals or other feedback related to the Services or any other matter (collectively “Feedback”), you agree that such Feedback is non-confidential, and you hereby grant Censinet a perpetual, irrevocable, nonexclusive, transferable, sublicensable, worldwide, royalty-free, fully paid-up right and license to use and fully exploit such Feedback for any and all lawful purposes. You will not provide any Feedback to Censinet for which you are not authorized to grant the foregoing license.
Disclaimer of Warranties
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CENSINET HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR TITLE, AND ALL WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CENSINET DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; OR THAT ANY DEFECT OR ERROR WILL BE CORRECTED; OR THAT THE SERVICES WILL BE SECURE AND FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT ANY CONTENT OR RECOMMENDATIONS PROVIDED THROUGH THE SERVICES WILL BE CURRENT OR ACCURATE; OR THAT A PARTICULAR PRODUCT, SERVICE OR PROVIDER YOU SEE ON THE SERVICES WILL BE AVAILABLE TO YOU. YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT CENSINET IS NOT RESPONSIBLE FOR ANY EQUIPMENT YOU USE TO ACCESS THE SERVICES VIA THE INTERNET OR FOR ANY COMPROMISE OF DATA TRANSMITTED ACROSS COMPUTER NETWORKS NOT OWNED OR OPERATED BY CENSINET OR TELECOMMUNICATIONS FACILITIES, INCLUDING, BUT NOT LIMITED TO, THE INTERNET.
Limitations of Liability
CENSINET’S LIABILITY TO YOU IS LIMITED AS SET FORTH BELOW, EXCEPT AND ONLY THE TO THE EXTENT THAT ANY SUCH LIMITATIONS ARE PROHIBITED BY APPLICABLE LAW.
IN NO EVENT SHALL CENSINET OR ANY OF ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, ADVISORS AND CONSULTANTS BE LIABLE TO YOU (WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY OR ANY OTHER LEGAL OR EQUITABLE THEORY) FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, DATA OR INFORMATION OF ANY KIND) ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES OR ANY RECOMMENDATIONS OR DATA PROVIDED THOUGH THE SERVICES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. IF APPLICABLE LAW PROHIBITS DISCLAIMER OF DIRECT DAMAGES, CENSINET’S AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OF USE SHALL BE LIMITED TO THE AMOUNTS PAID BY YOU FOR THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE EVENTS GIVING RISE TO ANY CLAIM, OR, IF NO SUCH PAYMENTS HAVE BEEN MADE BY YOU, FIFTY U.S. DOLLARS ($50). THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CENSINET’S WILLFUL BREACH OF ANY OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OR DISPUTE WITH CENSINET CONCERNING THE SERVICES IS AS SET FORTH ABOVE AND YOUR RIGHT TO STOP USING THE SERVICES.
Indemnity
You agree to indemnify and hold harmless Censinet and its affiliates and their respective officers, directors, employees, agents, representatives, advisors and consultants, from and against any and all claims, actions, causes of action, suits, liabilities, damages, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and legal costs) arising out of or relating to: (i) your use of the Services or Censinet Content in breach of these Terms of Use; (ii) Censinet’s use of your Assessment Materials or Benchmarking Data in compliance with these Terms of Use; (iii) your, or any third party’s, reliance on a Benchmarking Summary, and/or (iv) your violation of any applicable law.
Limitation on Time to Bring an Action
Except for a breach of confidentiality, you agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Services brought by you must be filed within one (1) year after such claim or cause of action arose or such claim or cause of action will be forever barred.
Termination
You acknowledge and agree that: (i) Censinet may at any time terminate your access to the Services, in whole or in part, if Censinet determines, in its sole judgment, that you have violated these Terms of Use or any applicable law; (ii) such termination may be effected without prior notice; and (iii) in the event of such termination, Censinet may immediately deactivate and terminate your account and remove (or block your further access to) the Assessment Materials, Benchmarking Data or Benchmarking Summaries associated with your account, without any liability to you.
International Use
The Services are intended for use in the United States of America only. If you use our Services or contact us from outside of the United States of America, please be advised that (i) any information you provide to us or that we automatically collect will be transferred to the United States of America; and (ii) that by using our Services or submitting information, you explicitly authorize its transfer to and subsequent processing in the United States of America in accordance with this Terms of Use.
Miscellaneous
- Notice. Censinet may provide you with notices, including those regarding changes to these Terms of Use, to the email address you provide upon registration or by postings on or through the Services.
- Governing Law; Dispute Resolution. You and Censinet agree that these Terms of Use and any claim or dispute between you and Censinet relating to your use of the Services will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws provisions. Any dispute, claim, or controversy arising out of or relating in any way to these Terms of Use or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined through confidential binding arbitration in Boston, MA before one arbitrator. The confidential binding arbitration shall be administered by American Arbitration Association pursuant to its Commercial Arbitration Rules, and the parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing. Judgment on the award may be entered in any court having jurisdiction.
- Waiver. A provision of these Terms of Use may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Censinet to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision.
- Severability. If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.
- Independent Contractor. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Censinet as a result of these Terms of Use or use of the Services.
- Assignment. Neither Censinet nor you may assign these Terms of Use without the other party’s prior written consent; provided however, that either party may assign these Terms of Use without such consent to an acquirer of or successor to all or substantially all of its business or assets to which these Terms of Use relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Any assignment or attempted assignment otherwise than in accordance with these Terms of Use will be null and void.
- Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms of Use, and shall not be deemed to limit or affect any of the provisions hereof.
