Terms and Conditions

1. Definitions. A licensed node for Log Monitor is a node whose events are examined by a Cautela Labs (“CL”) sensor that is defined as part of the “protected network”, or a device that sends the logs to this device.
2. Client Responsibilities. CL will configure the virtual image necessary to enable the Services. Client is responsible for installing CL virtual machines and the configuration of any other equipment necessary for the purpose of enabling the Services including but not limited to network taps, Firewalls, routers, switches, and Operating Systems. Client is responsible for configuring Log Sources, Collection Policies, Log Correlation Policies, Saved Views / Reports, Blocking Policies, Scans, Manually Generated Incidents, Alerts and Cases in the Services User Interface. Client will install and configure equipment for the purpose of enabling the Services including but not limited to CL appliances or virtual machines, network taps, Firewalls, routers, switches, and Operating Systems. Client is also responsible for configuring settings found in the Services User Interface. Client acknowledges and agrees that Client is solely responsible for the tasks and responsibilities Set forth herein regardless of the actual or perceived assistance or recommendations provided by CL. Client and CL may agree separately with respect to the provision of monitoring or professional services related to Client’s responsibilities set forth herein provided however, that if such monitoring or professional services are provided by an affiliate of CL and not CL directly, Client acknowledges and agrees that such monitoring or professional services are separate and apart and not related to the Services provided pursuant to this Service Order.
3. Fees and Payment. Client will pay CL the fees and taxes set forth in the Service Order. Client will also pay all other sales and other taxes that are levied or imposed by reason of the transactions contemplated under this Service Order, except for federal and state net income faxes imposed on CL. All fees are due within 30 days of the date of contract. Any amount not paid when due will be subject to finance charges equal to 1.5% per month or the highest rate permitted by law, whichever is less, of the unpaid balance, determined and compounded daily from the date due until the date paid. Client will reimburse any costs and expenses (including reasonable attorneys’ fees) incurred by CL to collect any amount that is past due. In addition, CL may, in its sole discretion, suspend Services or immediately terminate this Service Order under Section 5.
4. Term and Termination. This Service Order will commence on the date signed, and will continue in effect for the term indicated in the Service Order. This Service Order will automatically renew for subsequent terms of the same duration at the same or increased monthly prices not more than ten percent per year unless terminated as provided in this Section 5. Written notice of contract termination must be received 90 days prior to contract ending date. Client may have additional termination rights as specified. CL may terminate for Client’s breach of Sections 2, 3 or 4 upon written notice.
5. Warranty Disclaimer. THE SERVICES AND VIRTUAL MACHINES ARE PROVIDED “AS IS” AND CL MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESSED, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. CL DOES NOT WARRANT THAT THE VIRTUAL MACHINES OR SERVICES WILL OPERATE WITHOUT ERROR OR INTERRUPTION. CL SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, QUALITY, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE. CLIENT WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF CL TO ANY THIRD PARTY.
6. Limitation of Liability. THE TOTAL LIABILITY OF CL ARISING OUT OF OR RELATED TO THIS SERVICE ORDER WILL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO CL PURSUANT TO THIS SERVICE ORDER. IN NO EVENT WILL CL HAVE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
7. Miscellaneous. This Service Order will be governed by the Laws of California without reference to conflict of law principles. All disputes arising out of or related to it will be resolved by final, binding arbitration in Orange, California, in front of a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association. Client and CL are independent contractors, and this Service Order is not exclusive. Client may not assign this Service Order, directly or indirectly, by operation of law or otherwise, without CL’s prior written consent. Any addendum referencing this Service Order is governed by this Service Order. This Service Order supersedes any addendum in the event of a conflict. This Service Order also supersedes the terms contained in any purchase order issued by Client to CL. This Service Order does not affect the terms of any other service order between Client and CL. All notices required under this Service Order will be delivered in person or by certified mail or overnight courier to the addresses set forth below, and are effective upon receipt.