Team Cymru – Data Services Agreement – Executable Version

EffectiveDate: When you click “I Agree”, signing this, or first access the Data Services, you accept these terms (“Terms”) on behalf of the customer entity you represent.

 

1. Offerings. Team Cymru provides data-as-a-service offerings that deliver network telemetry and threat-intelligence data (the “Data”)through its data services (collectively, “DataServices”) to assist clients in monitoring and securing their networks. AllData is and remains the exclusive property of Team Cymru, and Client’s rights are limited to the license expressly granted in this Agreement or the applicable order.  Pre-printed, click-through, or purchase-order terms are rejected. If there’s a direct conflict, the order 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 ordering document (“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 below for the license type selected and identified in the Order Form.

               (a)   Researcher License (Data or Security-Audit Use) Covers both:

                      (i)        Data-ResearchUse – access to Team Cymru datasets for analysis and creation of curated reports (“Authorized Products”).

                    (ii)        Security-AuditUse (Pure Signal Orbit) – vulnerability scanning and asset discovery ofClient’s own IT assets, authorized by Client.

All Researcher License users must comply with the same confidentiality, non-redistribution, and attribution restrictions. Clients using Pure Signal Orbit additionally authorize scanning activity and accept the associated operational risk.

                (b)   Enterprise License(Commercial Use)

                 Covers use of the Data Services and related data forClient’s internal business operations, commercial offerings, and network-security functions.

                      (i)        Client may create derivative analyses or reports within its proprietary systems, provided no raw data is disclosed or resold as-is.

                    (ii)        All use must comply with applicable laws and confidentiality obligations. No ownership transfers to Client. No ownership or intellectual-property rights transfer toClient on any license.

4. Confidentiality

Each party will protect the other’s Confidential Information with reasonable care. Exclusions include information that is public (without breach), already known, rightfully received from a third party, or independently developed. These duties survive 3 years after termination.

5. Intellectual Property & Feedback

All rights in the Data Services, Team Cymru Data, and related IP belong to Team Cymru and its licensors. Client owns its internal systems 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 can include inaccuracies or delays.

The Data Services are provided “as is”and “as available,” with no implied warranties, including merchantability, fitness for a particular purpose, or non-infringement.

7. Indemnification

Team Cymru (IP Claims). Team Cymru will defend and indemnify Client against third-party claims that the unmodified Data Services infringe U.S.intellectual-property rights, provided Client gives prompt notice and reasonable cooperation. Team Cymru’s liability is limited to modifying/replacing the service, or refunding prepaid unused fees for the affected term.
ClientUse. Client will indemnify Team Cymru for claims arising from misuse, unauthorized disclosure, or violation of these Terms.

8. Limitation of Liability

Except for confidentiality breaches or indemnification obligations, each party’s total liability is limited to the fees paid by Client in the 12 months preceding the claim. Neither party is liable for consequential, 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 license send and Client must stop using and destroy Team Cymru Data, except for non-identifiable derivative summaries retained for compliance or audit history.

10. Dispute Resolution

Managers will attempt good-faith resolution within 15 days of notice; then escalate to each party’s executives for another 15 days. If unresolved, either party may bring suit in the state or federal courts ofSeminole or Orange County, Florida. The prevailing party may recover reasonable legal fees and costs.

11. Miscellaneous

Assignment requires written consent (except to an Affiliate or successor in interest). Florida law governs. Both parties will comply withU.S. export, sanctions, and anti-bribery laws. No liability for delay caused by events beyond reasonable control. These Terms and any Order Form constitute the entire agreement.

 

By clicking “I Agree,” or signing below you represent that you are authorized to bind the customer entity to these Terms.

Customer: ______________________________