Service Description
Upon Your completion of Registration and MeasuredRIsk’ acceptance of Your
Registration request, you will be entitled to use the Service in accordance with the terms of this
Agreement and any service descriptions or other documentation provided on MeasuredRIsk’ website
as updated from time to time. The Service will permit You to scan the externally facing website(s) or IP
Addresses identified by You (the “Site”) and evaluate them for vulnerabilities or the presence of
malware or other malicious software potentially harmful to visitors to the Site. During the term,
MeasuredRIsk will automatically provide You with (i) automated alerts when scans are completed and
vulnerabilities or malware is detected and (ii) the results of scans, including reports summarizing
MeasuredRIsk’ findings regarding the Site or IP Addresses identified by You for scanning (the
“Reports”).
You acknowledge and agree the Service and use of the Reports are free and provided at no charge to
You. The Service DOES NOT INCLUDE TECHNICAL PHONE SUPPORT OF ANY KIND. From time to time,
MeasuredRIsk may impose additional rules or requirements regarding the use of the Service.
MeasuredRIsk further reserves the right to change the Service of features at any time without prior
notice.
User Name and Password
Upon MeasuredRIsk’ acceptance of Your Registration, You will be registered
and receive an email with a link to generate Your own password for accessing and using the Service.
MeasuredRIsk stores Your password in encrypted form and only You have access to it. You will be
responsible for keeping Your user name and password confidential. You shall notify MeasuredRIsk or
its Authorized Reseller immediately upon learning of any unauthorized use of Your user name or
password. Until such time as You notify MeasuredRIsk of any unauthorized use of Your user name or
password, You will be responsible for all activities and charges incurred through the use of Your user
name and password, and will indemnify and hold harmless MeasuredRIsk for any claims, liability,
damages, losses and costs (including reasonable attorneys’ fees) to the extent resulting from such use.
Restrictions
Your use of the Service is subject to the following restrictions and You hereby covenants
as follows: (a) You may use the Service only to scan Site(s) owned by and registered to You, or for which
You otherwise have the full right, power, and authority to consent to scan. (b) You may not use the
Service except for the limited purpose of accessing the Service’s user interface and reviewing, solely for
Your own internal business purposes, only such malware and vulnerability threat results as set forth in
the reports of the scans provided by MeasuredRIsk (the “Reports”). (c) You may not use the Service if
You are a competitor of MeasuredRIsk nor use the Reports for competitive analysis. (d) While there is
no software transfer necessary from MeasuredRIsk to You to effectuate the Service, You agree not to
reverse engineer, decompile, or disassemble any software that provides the Service, or otherwise
attempt to derive the processes by which the Service is provided or the Reports are generated, except
to the extent the foregoing restriction is expressly prohibited by the applicable law of a foreign
jurisdiction. (e) Upon cancellation or termination of the Agreement You must cease all use of the
Service, including any downloads of Reports.
Cancellation
MeasuredRIsk may cancel the Service and deny Your right to use it or any part of it any
time, for any reason with or without notice. You may discontinue use of the Service at any time and
agrees to cease using the Service or downloading any Reports. This Agreement shall commence on the
date that You complete the Registration and terminates either on the date that the Service ends or on
the date either party cancels the Service. Sections 2, 3, 5, 6, 7, 8, 10, 11 shall survive any termination or
cancellation of this Agreement.
Ownership and Confidentiality
All intellectual proprietary rights now known or hereafter recognized in
any jurisdiction in and to the Service and the Reports are owned by MeasuredRIsk and/or its licensors.
You agree to make no claim of interest therein or ownership thereto. You further acknowledge that the
Service’s structure, organization, and code are the valuable trade secrets of MeasuredRIsk and/or its
licensors, and all data and information contained within the Service or the Reports (excluding
individual factual data gathered from the Your Site) are confidential information of MeasuredRIsk. You
agree to keep such information in confidence and not to disclose it to any third parties. You may not
access, use or refer to any such information except for the limited purpose of generating Reports for
the Site(s) which You have authorized the Service to scan, and using such Reports for internal business
purposes, solely for the purpose of identifying potentially harmful malware or other vulnerability
assessment with regard to the Site. Nothing in this Agreement shall prohibit MeasuredRIsk from using
aggregated data collected by the Service in any format for any purpose, provided that such data cannot
be identified to or associated with You or Your Site(s).
Site Scanning; Indemnity
(a) You represent and warrant that You have full right, power, and authority
to consent to have the Service scan for malware or other vulnerabilities of the Site identified to
MeasuredRIsk for scanning, whether electronically or by any other means, whether during initial
Registration or thereafter. You will indemnify and hold harmless MeasuredRIsk, its Authorized
Resellers, partners and sponsors, and their officers, directors, employees and agents from and against
any third-party claims, suits, liabilities, losses, damages, judgments, awards, fines, penalties, costs and
expenses (including reasonable attorneys’ fees) incurred by or levied against the same resulting from
or based on Your use of or inability to use the Service, including any claim resulting from Your breach
of this Section 6. (b) You also acknowledge and agree that the scanning of such Site may expose
malware and other vulnerabilities and in some circumstances could result in the disruption of services
at such Site. Due to the nature of scanning, You acknowledge and agree that the Service involves
substantial risk and as a consequence, You assume the risk for all damages, losses and expenses
resulting from Your use of the Service.
Modifications to Agreement
Except as otherwise provided in this Agreement, You agree, during the
term of this Agreement, that MeasuredRIsk may: (a) revise the terms and conditions of this Agreement;
and/or (b) change part of the Services provided under this Agreement at any time. Any such revision or
change will be binding and effective thirty (30) days after posting of the revised Agreement or change
to the Service on MeasuredRIsk’ website, or upon notification to You by e-mail. You agree to
periodically review MeasuredRIsk’ website, including the current version of this Agreement, to be
aware of any such revisions. If You do not agree with any revision to the Agreement, You shall
immediately cease using the Service or Reports. By continuing to the Service after any revision to this
Agreement or change in Service, You agree to abide by and be bound by any such revisions or changes.
Warranty Disclaimer
YOU AGREE THAT YOUR USE OF THE SERIVE IS SOLELY AT YOUR OWN RISK. THE
SERVICE AND REPORTS ARE BEING PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND AND
MEASUREDRISK, ITS AUTHORIZED RESELLERS, PARTNERS AND SPONSORS EXPRESSLY DISCLAIM ALL
WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, ACCURACY AND
NONINFRINGEMENT OF THIRD PARTY RIGHTS. Without limiting the foregoing, MeasuredRIsk makes no
warranty that the Service will be error-free, complete, free from interruption or failure, or absolutely
secure from unauthorized access, or that the Service will detect all forms of malware or every
vulnerability threat to Your Site(s) network or systems.
Limitation of Liability
THIS SERVICE IS BEING PROVIDED TO YOU FREE OF CHARGE. TO THE MAXIMUM
EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL MEASUREDRISK, ITS SUCCESSORS,
ASSIGNS, OR AUTHORIZED RESELLERS, BE LIABLE TO YOU UNDER THIS AGREEMENT FOR ANY
DAMAGES OF ANY KIND, INCLUDING LOSS OF PROFITS, LOSS OF DATA, WEBSITE, APPLICATION OR
EQUIPMENT DOWNTIME, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY
OR SPECIAL DAMAGES OF ANY KIND WHATSOEVER, WHETHER IN TORT, CONTRACT OR OTHERWISE,
ARISING OUT OF YOUR USE OR INABILITY TO USE THE SERVICE, EVEN IF MEASUREDRISK HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MEASUREDRISK’ AND ITS
AUTHORIZED RESELLERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSES
OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED $100.
U.S. Government Rights
For purposes of this Agreement, “commercial computer software” means
software developed or regularly used for nongovernmental purposes which (i) has been sold, leased,
or licensed to the public, (ii) has been offered for sale, lease or license to the public; (iii) has not been
offered, sold, leased, or licensed to the public but will be available for commercial sale, lease, or license
in time to satisfy the delivery requirements of this Agreement; or (iv) satisfied a criterion expressed in
(i), (ii), or (iii) of this clause and would require only minor modification to meet the requirements of this
Agreement. If acquired by or on behalf of a civilian agency, the U.S. Government acquires this
commercial computer software and/or commercial computer software documentation and other
technical data subject to the terms of this Agreement as specified in 48 C.F.R. 12.212 (Computer
Software) and 12.211 (Technical Data) of the Federal Acquisition Regulation (“FAR”) and its successors.
If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the U.S.
Government acquires this commercial computer software and/or commercial computer software
documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD
FAR Supplement (“DFARS”) and its successors. This U.S. Government Rights clause is in lieu of, and
supersedes, any other FAR, DFARS, or other clause or provision that addresses Government rights in
computer software or technical data under this Agreement.
United States Export Restrictions
You may not download, export, or re-export any software or
technical data received hereunder, regardless of the manner in which received, (a) into, or to a national
or resident of, any country to which the United States has embargoed goods, or (b) to anyone on the
United States Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce
Department’s Table of Denial Orders. By using the Service, You represent and warrant that You are not
located in, under the control of, or a national or resident of any such country or on any such list.
General
You agree to comply with all applicable laws in its use of the Service. This Agreement is
governed by the laws of the United States and the State of California, without reference to conflict of
laws principles. The application of the United Nations Convention of Contracts for the International
Sale of Goods is expressly excluded. Any dispute between You and MeasuredRIsk regarding this
Agreement will be subject to the exclusive jurisdiction of the state and federal courts in Fairfax County
in the State of Virginia. This Agreement is the entire agreement between You and MeasuredRIsk and
supersedes any other communications or advertising with respect to the Service and documentation. If
any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full
force and effect. No provision of this Agreement shall be deemed waived or modified except in a
writing signed by an authorized representative of MeasuredRIsk. There are no implied licenses
hereunder. You may not assign this Agreement without the prior written consent of MeasuredRIsk. The
parties to this Agreement are independent contractors. Neither party is an agent, representative, joint
venture, or partner of the other party. Neither party shall have any right, power or authority to enter
into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind the
other party. Each party shall bear its own costs and expenses in performing this Agreement.