Team Cymru – Data Services Agreement – Executable Version
Effective Date: These terms ("Terms") take effect on the earliestof the date you (a) click "I Agree," (b) sign an Order Formreferencing these Terms, or (c) first access the Data Services. By doing so,you accept these Terms on behalf of the customer entity you represent.
1. Offerings. TeamCymru provides data-as-a-service offerings delivering network telemetry andthreat-intelligence data (the "Data") through its data services(collectively, "Data Services") to help clients monitor and securetheir networks. All Data remains Team Cymru's exclusive property, and Client'srights are limited to the license expressly granted. Pre-printed,click-through, or purchase-order terms are rejected. In a direct conflict, theOrder Form controls descriptions, quantities, subscription term, and pricing;these Terms control everything else.
2. Orders & Fees
All purchases and renewals must be on a signed orderingdocument (“Order Form”) identifying the service, license type, term, and price.Purchase orders are for administrative convenience only and do not modify theseTerms. Invoices are due net 30 days; late balances may accrue 1.5 % per month.Fees exclude taxes other than Team Cymru’s income taxes.
3. License Types and Grant
Subject to payment (if applicable) and compliance with theseTerms, Client receives only the non-exclusive, limited rights described belowfor the license type selected and identified in the Order Form.
(a) ResearcherLicense (Research & Limited Commercial Use) -
(i) Data-ResearchUse – access to Team Cymru datasets foranalysis and curated reports (“Authorized Products”).
(ii) Security-AuditUse (Pure Signal Orbit) – vulnerabilityscanning and asset discovery of Client’s own IT assets, authorized by Client.
Client may share Authorized Products and makelimited commercial use with third parties, and distribute derivative works (e.g.,analyses, aggregated results, visualizations), provided no raw orre-identifiable data is disclosed and Team Cymru is attributed in any publicrelease. Pure Signal Orbit users also authorize scanning and accept theassociated operational risk.
(b) Enterprise License (Internal Use)
Covers use of the DataServices and data solely for Client’s internal operations and network securitywithin Client-owned or managed environments. This is the most restrictivelicense: no third-party use, distribution, resale, or public disclosure of Data.No ownership or intellectual-property rights transfer to Client on any license.Client shall not disclose or use Team Cymru Data as evidence or in support oflegal process without Team Cymru Legal’s prior written approval.
4. Confidentiality
Each party will protect the other’s Confidential Informationwith reasonable care. Exclusions include information that is public (withoutbreach), already known, rightfully received from a third party, orindependently developed. These duties survive 3 years after termination.
5. Intellectual Property & Feedback
All rights in the Data Services, Team Cymru Data, andrelated IP belong to Team Cymru and its licensors. Client owns its internalsystems and derivative analytics. Feedback or suggestions may be used freely byTeam Cymru without obligation.
6. Warranties and Disclaimers
Team Cymru represents it has authority to provide the DataServices. The Data Services may contain or rely on third-party sources that caninclude inaccuracies or delays.
The Data Services are provided “as is” and “as available,” with no impliedwarranties, including merchantability, fitness for a particular purpose, ornon-infringement.
7. Indemnification
Team Cymru (IP Claims).Team Cymru will defend and indemnify Client against third-party claims that theunmodified Data Services infringe U.S. intellectual-property rights, providedClient gives prompt notice and reasonable cooperation. Team Cymru’s liabilityis limited to modifying/replacing the service, or refunding prepaid unused feesfor the affected term.
Client Use. Client will indemnify Team Cymru for claims arisingfrom misuse, unauthorized disclosure, or violation of these Terms.
8. Limitation of Liability
Except for confidentiality breaches or indemnificationobligations, each party’s total liability is limited to the fees paid by Clientin the 12 months preceding the claim. Neither party is liable forconsequential, indirect, or punitive damages.
9. Term and Termination
These Terms remain effective while any Order Form is active.Either party may terminate for material breach not cured within 30 days’written notice. Team Cymru may suspend service for non-payment, security risk,or legal requirement (email notice suffices). Upon termination, all licensesend and Client must stop using and destroy Team Cymru Data, except fornon-identifiable derivative summaries retained for compliance or audit history.
10. Dispute Resolution
Managers will attempt good-faith resolution within 15 daysof notice; then escalate to each party’s executives for another 15 days. Ifunresolved, either party may bring suit in the state or federal courts ofSeminole or Orange County, Florida. The prevailing party may recover reasonablelegal fees and costs.
11. Miscellaneous
Assignment requires written consent (except to an Affiliateor successor in interest). Florida law governs. Both parties will comply withU.S. export, sanctions, and anti-bribery laws. No liability for delay caused byevents beyond reasonable control. These Terms and any Order Form constitute theentire agreement.
By clicking “I Agree,” or signing below you represent thatyou are authorized to bind the customer entity to these Terms.
Customer: ______________________________