TERMS OF SERVICE
01 September 2017
The following are the Terms of Service for OverWatch monitoring services provided by Raven, LLC (dba “The Raven Group”) as of 01 September2017. These Terms of Service apply to all OverWatch services provided by Raven to all Customers.
- DESCRIPTION OF SERVICES. Beginning on the date the customer purchases OverWatch services, Raven, LLC will provide domain breach and credential compromise monitoring services as outlined in each service package at www.theravengrp.com/overwatch. (collectively, the “Services”).
- PAYMENT. Payment shall be made to Raven, LLC (dba “The Raven Group”), via automatic charge to the customer’s credit card or automatic debit from the customer’s bank account per their selection at the time of service purchase.The Customer agrees to pay Raven for each 30-day period of service at the beginning of each 30-day period of service. If the method of payment is declined Raven may suspend services or may initiate collection of the debt. The Customer shall pay all costs of collection, including without limitation, reasonable attorney fees. In addition to any other right or remedy provided by law, if the Customer fails to pay for the Services when due, The Raven Group has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies.
- TERM. The customer agrees to a 365-day term for each service package purchased beginning on the date of purchase and ending 365-days later. If the service package purchased is not cancelled before the end of the term, it will automatically renew for another 365-day period. An email noting termination of the service will suffice. Emails should be sent to OverWatchSupport@theravengrp.com
- WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the “Work Product”) developed in whole or in part by The Raven Group in connection with the Services will be the exclusive property of The Raven Group. Upon request, the Customer will execute all documents necessary to confirm or perfect the exclusive ownership of The Raven Group to the Work Product.
- CONFIDENTIALITY. The Raven Group, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of The Raven Group, or divulge, disclose, or communicate in any manner, any information that is proprietary to the Customer. The Raven Group and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. Any oral or written waiver by the Customer of these confidentiality obligations which allows The Raven Group to disclose the Customer’s confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.
- WARRANTY. The Raven Group shall provide OverWatch services as outlined in each service package at www.theravengrp.com/overwatch in a professional manner. The Raven Group does not guaranty that 100% of domain breaches or credential compromises can be identified by OverWatch services and the Customer acknowledges that OverWatch services are not guaranteed to detect 100% of dimain breaches or credential compromises.
- DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract:
- The failure to make a required payment when due.
- The insolvency or bankruptcy of either party.
- The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
- The failure to make available or deliver the Services in the time and manner provided for in this Contract.
- REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have ten business days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.
- FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
- DISPUTE RESOLUTION. The parties will attempt to resolve any dispute out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.
Any controversies or disputes arising out of or relating to this Agreement will be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration under the rules of the American Arbitration Association. The arbitrator’s award will be final, and judgment may be entered upon it by any court having proper jurisdiction.
- ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
- SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
- GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of Washington.
- WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.
- ATTORNEY’S FEES TO PREVAILING PARTY. In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney’s fees and costs, both in the trial court and on appeal.
- CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.