Terms & Conditions, SecludIT Virtual Appliance

By using Elastic Detector Virtual Appliance, you agree to the following terms and conditions.

Last Updated: Nov, 2nd, 2012.

BETWEEN

SECLUDIT, a joint stock company with capital of EUR 202,083.20, located at 2405 route des dolines 06560 Valbonne Sophia Antipolis - FRANCE, registered with the Trade and Corporate Register of GRASSE under No. 532 107 992 Represented by its President duly authorized.

Hereinafter referred to as "SECLUDIT"

AND

Any User / Customer, natural person or legal entity, using the Virtual Appliances .Elastic Detector. and .CloudyScripts. as well as any other Virtual Appliances delivered by SECLUDIT and described below.

I GENERAL

1.1. Legal Identification

The secludit.com, cloudyscripts.com and elastic-detector.secludit.com web sites are edited by the company SECLUDIT, a joint stock company with capital of EUR202,083.20, located at 2405 route des dolines 06560 Valbonne Sophia Antipolis FRANCE, registered with the Trade and Corporate Register of GRASSE under No. 532 107 992, which also directs the publication through its legal representative.

1.2. Personal Data Policy

SECLUDIT Virtual Appliances shall not transfer any personal data that may be collected during the operations of the virtual appliances.

1.3. Definitions

Customer: Any person who subscribed to one or more Virtual Appliances provided by SECLUDIT

Elastic Detector: Elastic Detector is software which has been created by SECLUDIT. It applies a new paradigm for securing and monitoring highly dynamic infrastructures by automating resource detection, monitor deployment, and alert configuration. Elastic Detector keeps up with every change with close-to-zero administration cost.

CloudyScripts: CloudyScripts is software which has been created by SECLUDIT. It consists of scripts for network and system engineers in order to provide high availability on a infrastructure.

Virtual Appliance: all virtual appliances provided by the company SECLUDIT to the Users as defined in Article III hereof, including Elastic Detector and CloudyScripts.

SECLUDIT solution: all equipment and computer programs, of which SECLUDIT holds the rights, and which are made available to the Customers, or single users as part of these Terms and Conditions of Use of Services for ensuring the delivery of services.

User: any person using the site's resources, Simple User or Client...

II ENFORCEMENT OF TERMS AND CONDITIONS OF USE OF SECLUDIT VIRTUAL APPLIANCES

2.1. General Description of Solutions and prior notification

SECLUDIT is a software security company fully dedicated to infrastructure security. SECLUDIT's vision is that only a fully automated approach to security can cope with the elastic nature of new infrastructures. SECLUDIT's products are based on patent pending Elastic Security technology, which allows to dynamically adapt the security perimeter to changing infrastructures.

CloudyScripts allows to build high availability infrastructures by for example:

  • Copying servers to geographically distant regions
  • Converting servers and data available on ephemeral devices to persistent storage

Elastic Detector reduces the risk associated with infrastructures, through:

  • Security alert detection
  • Full visibility on Clients assets deployed on infrastructures
  • Full deployment of Clients applications without changes on the application
  • Near zero administration costs through advanced automation principles
  • Elimination of manual configuration errors
  • Negligible impact on infrastructure performance
  • Full scalability up to thousands of instances

2.2. Territories

The present Virtual Appliances may be deployed to all countries around the world.

Should the SECLUDIT Solution it proposes or the manner in which they are proposed be partly or entirely illegal in the eyes of the national SECLUDIT of the Customer.s country of residence, the Customer must refrain from accessing it from this territory or access it from other territories where they are considered to be legal. Any Customers who chooses to deploy the SecludIT Solution from a territory where he is considered to be totally or partially illegal does so on his own initiative and at his own risk and must assume the consequences of the implementation of the public orders regulations of his country of residence, without attributing liability to SECLUDIT.

2.3 Acceptance

On deploying a Virtual Appliance, all Users are subject to the present General Terms and Conditions and are deemed a contracting party of the SECLUDIT Solution throughout the duration of subscription to the service. The Customer acknowledges having read the legal notice present on the Virtual Appliance.

2.4 Modifications

SECLUDIT reserves the right to modify the General Terms and Conditions, as required, according to the technical development of the secludit.com, platform and the ways in which the Services are provided, as well as changes in legislation, at its sole discretion. The use of the Site and the services proposed on it is always subject to the latest version of the General Terms and Conditions which are posted on the Site and may be accessed by the public during their use thereof. Users and Customer must consult these General Terms and Conditions, which are accessible from both the public part of the site and from the area reserved for Customers, as often as required.

When using the Virtual Appliances, the Customers may be subject to guidelines or rules posted on the Site and applicable to the Service proposed on it, which might contain terms and conditions which are added to these General Terms and Conditions. All such guidelines or rules are considered hereinafter incorporated by reference into these General Terms and Conditions.

2.5 Breach

Failure to comply with any provision of the present General Terms and Conditions shall results in the automatic termination of authorization to use the Virtual Appliances. Any breach of these General Terms and Conditions entitles SECLUDIT to subsequently refuse to deliver any Solution to the party responsible for the breach in question, without it being possible for this to be used as grounds to invoke SECLUDIT's liability.

2.6. Statutory exception to the withdrawal period in Article L121-20 of the Consumer Code

Pursuant to Article L121-20-2 of the Consumer Code, the Customer expressly acknowledges that the service contract begins upon confirmation of orders and/or subscription. In this respect the right of withdrawal provided for in Article L. 121-20 of the same code is inapplicable to the consumption of services provided by the Site secludit.com insofar as actual delivery of the services provided on the Site begins from the moment the Customer registers on the aforementioned site, as soon as any service has been ordered and this inevitably occurs before the end of the retraction period of seven clear days provided for in an Article L.121-20 of the Consumer Code. Reminder: Article L121-20-2 of the Consumer Code: .Unless the parties agreed otherwise, the right to retraction for contracts cannot be exercised: 1) for the delivery of services where performance begins, with consumer agreement, before the end of the period of seven clear days."

III DETAILED DESCRIPTION OF SOLUTIONS

3.1. Elastic Detector description

Customers can create an account by entering a login and a password, then, by following the instructions given on the SECLUDIT Site, Customers must give a read-only copy of their infrastructure access keys.

SECLUDIT Solution stores the encrypted access keys on a server, recovers then the names and IP of the computers of the Customer, their characteristics and the rules of firewall.

SECLUDIT Solution regularly carries out nonintrusive tests, continuous analysis of the infrastructure and sending of the e-mails to the Customers when security alerts are noted. Regularly security graphs are posted in order to inform Customers of the state of their infrastructure.

3.2. CloudyScripts description

Customers must give a read-only copy of their infrastructure access keys.

SECLUDIT does not store the access keys on any server, and asks for the IP of the computers of the Customer.

SECLUDIT then performs one-shot operations and notifies the User of any errors or of the end of the operation when successful.

3.3. User Accounts

Availability

Customers are able to access their account by activating of the connection settings (mail and password) and access keys. It is their responsibility to verify the validity of the e-mail address entered in the registration form given that said e-mail address is a means of identifying the personal account. In the alert where the e-mail address is incorrect, it is possible that the user cannot access his account and his personal space without SECLUDIT being in any way liable.

Connection settings disclaimer

Each User is obligated to maintain the confidentiality of connection settings (mail and password), which he himself entered in the registration form. He is responsible for all uses, whether or not actually or expressly authorized. It is prohibited for any User to assign or transfer its connection settings to any third party.

If the User has forgotten his password, a return procedure is made available to him with his identification through the process available by the administrator of the solution.

Precautions to be taken

It is the responsibility of the User to check that his e-mail addresses and telephone numbers are valid and contain no error likely in particular, to render the delivery of Solution by SECLUDIT impossible or make issue thereof or fail to reach its original destination and fall into the hands of a third party.

It is the responsibility of the User to check that his email addresses and where applicable his telephone numbers have the ability to receive delivery of the Solution. Without such verifications, the issue of Solution may never reach him without it being possible for SECLUDIT to intervene in any manner whatsoever.

It is for each user to regularly modify and customize the Password that was given to him or that he himself chose at the time of registration by using alphanumeric characters of the minimum length specified for greater security.

It is the responsibility of to each User to store his confidential Password without noting it on paper or in an electronic file and to disable the passwords registration function of its Internet browser and operating system so that casual users of his computer cannot access his account and his personal space by inadvertence, malice or curiosity.

3.4. Elastic Detector End User License Agreement (EULA)

SECLUDIT grants Users, who accept, a non-exclusive, non-assignable, non-transferable right to use the entire SECLUDIT solution within the strict limits of the subject matter of the present General Terms and Conditions of Use.

In said respect, Users are expressly forbidden:

  • Sell, publish, display, disclose or make available to any third party software and / or materials made available by SECLUDIT in the scope hereof
  • Perform reverse engineering, decompiling or disassembling of the SECLUDIT Solution, except as expressly authorized by law
  • Removing references of identification and ownership of the SECLUDIT solution
  • Lease, lend, use the SECLUDIT Solution with the objective of sharing it or making it available to third parties hereof
  • Publish any test or analysis or evaluation of performance relative to the Solution SECLUDIT without prior written permission of SECLUDIT
  • Access the source codes of the software components of the SECLUDIT Solution
  • Use or copy the SECLUDIT solution by any other manner not expressly authorized herein

3.5. CloudyScripts End User License Agreement (EULA)

SECLUDIT grants Users, who accept, a non-exclusive, non-assignable, non-transferable right to use the entire SECLUDIT solution within the strict limits of the subject matter of the present General Terms and Conditions of Use.

In said respect, Users are expressly forbidden:

  • Sell, publish, display, disclose or make available to any third party software and / or materials made available by SECLUDIT in the scope hereof
  • Perform reverse engineering, decompiling or disassembling of the SECLUDIT Solution, except as expressly authorized by law
  • Removing references of identification and ownership of the SECLUDIT solution
  • Lease, lend, use the SECLUDIT Solution with the objective of sharing it or making it available to third parties hereof
  • Publish any test or analysis or evaluation of performance relative to the Solution SECLUDIT without prior written permission of SECLUDIT
  • Access the source code of the software components of the SECLUDIT Solution
  • Use or copy the SECLUDIT solution by any other manner not expressly authorized herein

IV RATES

4.1. Elastic Detector

  • The Solution is charged an annual fee at the contract anniversary date that includes support and maintenance.
  • Invoicing is made, after Amazon's confirmation, directly by Amazon Payments under their own terms and conditions described in its page https://payments.amazon.com/sdui/sdui/about?useragreement

4.1. CloudyScripts

  • The Solution is charged an annual fee at the contract anniversary date that includes support and maintenance.
  • Invoicing is made, after Amazon's confirmation, directly by Amazon Payments under their own terms and conditions described in its page https://payments.amazon.com/sdui/sdui/about?useragreement

V OBLIGATIONS OF USERS / CUSTOMERS

Any user, whether a Customer or not is strictly bound to adhere to the rules set out below, violation of which shall result in automatic termination of its subscription to the Solution. SECLUDIT also reserves the right to pursue any User who is the perpetrator of violation that the company considers particularly serious.

5.1. Non-violation of the general principles of intellectual property

The user must comply with the principles of intellectual property, in particular in the content they are likely to place on the Site.

Customers can only change test settings carried out by SECLUDIT.

It is particularly prohibited to the Customers to include the Virtual Appliance in another and to use the service with keys flights or which do not belong to the Customer.

The discovery of an infringing broadcast by SECLUDIT will result in immediate closure of the offending User's contract as set forth in Article 6.2. herein.

Moreover, SECLUDIT reserves the right to conduct further proceedings against infringing Users, either alone or in jointly with the legitimate holder of intellectual property rights that were infringed upon.

5.2. Non-violation of Copyrights© - Links (owned by SECLUDIT or other users)

The Solution respects copyrights. All copyrights of protected works that are reproduced and communicated on the present Solution apply worldwide. All uses of works other than individual reproduction and private consultation are prohibited without permission.

5.2.1. Reproduction on paper

Reproduction (printing) of the pages of the present site on paper is permitted for personal non-commercial use only.

5.2.2. Electronic reproduction

  • Reproduction of all or part of the present site on an electronic device is prohibited.
  • For other uses, please consult SECLUDIT.

VI SECLUDIT WARRANTIES AND DISCLAIMERS

6.1. General provisions

SECLUDIT limits itself to raising alerts and give information to Customers about the security of their infrastructures.

SECLUDIT commits itself to protect all the keys it has registered.

Once the Customes terminates its contract, the Customer shall destroy the Virtual Appliance and all the copies, including backups.

SECLUDIT in no manner guarantees that (i) the Solution will meet all Customer requirements, (ii) that theVirtual Appliances will be continuously available, uninterrupted, timely , secure or error-free, (iii) that the services delivered by the use of the virtual appliances will be effective, accurate, reliable and error free.

To the fullest extent permitted by applicable law, SECLUDIT may not be held liable for any direct, incidental or consequential damages of any nature whatsoever (including lost revenues, business interruption, limitation of time, loss of opportunity or any other kind) resulting from the use or inability to use the Virtual Appliance by the Customer, even if SECLUDIT has been warned by any means whatsoever of the possibility of such damages.

In the alert that the Virtual Appliances should be recognized as fully or partly illegal under a local law, it is the responsibility of the User access to access it from other jurisdictions where it is deemed to be legal. Users who choose to use the Solution from other places do on its own initiative, with full knowledge thereof, at its own risk and shall have to assume the application the regulations of the local government.

Certain countries and jurisdictions do not allow exclusion of implied warranties or the limitation of the duration of implied warranties, therefore the above limitations may not apply in whole or part to some cases where such restrictions are prohibited by rules of public order. In said cases alone, the total liability of SECLUDIT shall be limited to the amount that the Customer has actually paid or would have received for the Solution which gave rise to the alleged loss and judicially recognized as established under the application of such rules of public order.

6.2. Service Level Agreement (SLA)

Service Commitment

SECLUDIT will use commercially reasonable efforts to make the service available with an Annual Uptime Percentage (defined below) of at least 99.95% during the Service Year. In the alert SECLUDIT does not meet the Annual Uptime Percentage commitment, Customer will be eligible to receive a Service Credit as described below.

Definitions

  • "Service Year" is the preceding 365 days from the date of an SLA claim.
  • "Annual Uptime Percentage" is calculated by subtracting from 100% the percentage of 5 minute periods during the Service Year in which SECLUDIT was in the state of "Unavailable". If Customer have been using SECLUDIT for less than 365 days, Customer.s Service Year is still the preceding 365 days but any days prior to Customer's use of the service will be deemed to have had 100% Availability. Any downtime occurring prior to a successful Service Credit claim cannot be used for future claims. Annual Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SECLUDIT SLA Exclusion (defined below).
  • "Unavailable" means that Virtual Appliance have no external connectivity during a five minute period.
  • The "Eligible Credit Period" is a single month, and refers to the monthly billing cycle in which the most recent Unavailable alert included in the SLA claim occurred.
  • A "Service Credit" is a dollar credit, calculated as set forth below, that we may credit back to an eligible SECLUDIT account.

Service Commitments and Service Credits

If the Annual Uptime Percentage for a customer drops below 99.95% for the Service Year, that customer is eligible to receive a Service Credit equal to 10% of their bill for the Eligible Credit Period. To file a claim, a customer does not have to have wait 365 days from the day they started using the service or 365 days from their last successful claim. A customer can file a claim any time their Annual Uptime Percentage over the trailing 365 days drops below 99.95%.

SECLUDIT will apply any Service Credits only against future SECLUDIT payments otherwise due from Customer; provided that, SECLUDIT may issue the Service Credit to the credit card that Customer used to pay for SECLUDIT for the billing cycle in which the error occurred. Service Credits shall not entitle Customer to any refund or other payment from SECLUDIT. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account. info@secludit.com.

Credit Request and Payment Procedures

To receive a Service Credit, Customer must submit a request by sending an e-mail message to info@secludit.com. To be eligible, the credit request must (i) include Customer.s account references in the subject of the e-mail message; (ii) include, in the body of the e-mail, the dates and times of each incident of Region Unavailable that Customer claim to have experienced including instance ids of the instances that were running and affected during the time of each incident; (iii) include Customer.s server request logs that document the errors and corroborate Customer.s claimed outage; and (iv) be received by SECLUDIT within thirty (30) business days of the last reported incident in the SLA claim. If the Annual Uptime Percentage of such request is confirmed by us and is less than 99.95% for the Service Year, then SECLUDIT will issue the Service Credit to Customer within one billing cycle following the month in which the request occurred. Customer.s failure to provide the request and other information as required above will disqualify Customer from receiving a Service Credit.

SECLUDIT SLA Exclusions

The Service Commitment does not apply to any unavailability, suspension or termination of Elastic Detector, CloudyScripts or any other SECLUDIT service: (i) that result from a suspension; (ii) caused by factors outside of our reasonable control, including any force majeure alert or Internet access or related problems beyond the demarcation point of Elastic Detector; (iii) that result from any actions or inactions of Customer or any third party; (iv) that result from Customer's equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); (v) that result from failures of individual instances not attributable to SECLUDIT Virtual Appliances Unavailability; or (vi) arising from our suspension and termination of Customer right to use Elastic Detector and CloudyScripts in accordance with the SECLUDIT General terms and conditions. If availability is impacted by factors other than those explicitly listed in this agreement, SECLUDIT may issue a Service Credit considering such factors in our sole discretion.

VII TERMINATION

7.1. Termination without fault

Each Party is free to proceed with the termination of the Virtual Appliances subject to the fulfillment of their mutual obligations including services performed by SECLUDIT.

7.2. Termination for fault

In case of non-compliance with the General Terms and Conditions and particularly in case of misappropriated use of a Service by the Customer or User or failure to pay, SECLUDIT reserves the right to unilaterally terminate the Service at any time without compensation, following the service of official notice which remains without effect for fifteen (15) days as of its receipt by the Customer or User.

Any termination shall result in the immediate collectability of the sums owed by the Customer and the fulfillment of any and all other obligations set forth herein.

VIII CLAIM - COMPENSATION

In case of complaints of any kind whatsoever, the Customer must send his request via the "Contact" section or by letter to the following address: "2405 route des dolines 06560 Valbonne Sophia Antipolis - FRANCE."

The complaint shall be answered within between five working days and a month, by letter if specifically requested by the Customer.

If at the end of this period, the Customer has not received a satisfactory reply, he may send a second request, sending notification by registered letter with acknowledgement of receipt. His request shall be processed within a month of receipt of said notification.

In all correspondence sent to SECLUDIT, by e-mail or letter, the Customer shall undertake to mentioning his first name and surname, e-mail address and login name, making it possible to identify him and to process his requests. Incomplete requests will not be processed by SECLUDIT.

IX FORCE MAJEURE

9.1. Principle and definition

Neither party shall be held liable in regard to the other for the non-fulfillment or delays in the fulfillment of an obligation under the terms of this contract due to the actions of the other party following the occurrence of a case of force majeure as defined in Article 1148 of the Civil Code.

The following are specifically considered as cases of force majeure or acts of God, in addition to those normally accepted according to the jurisprudence of French courts and tribunals: the interruption of telecommunications, including telecommunication networks, total or partial strikes, lock-outs, riots, civil unrest, uprisings, civil or foreign wars, nuclear risk, embargoes, confiscation, capture or destruction by any public authority, bad weather, epidemics, the blocking of transport means or supplies for any reason whatsoever, earthquakes, fires, storms, floods, water damage, governmental or legal restrictions, legal or statutory modifications of the forms of marketing, computer failure, any consequences of technological developments that are not foreseeable by SECLUDIT, and which challenge the norms and standards of its profession and any other circumstances that are unforeseeable, unstoppable and beyond the control of the Parties and which prevent the normal fulfillment of their reciprocal obligations.

9.2. Implementation

In the case of occurrence of such alert of force majeure, the obligations of the present contract shall be suspended. If the force majeure continues for a period exceeding one month, the present contract is terminated ipso jure and without formality.

X APPLICABLE LAW AND ASSIGNMENT OF JURISDICTION

10.1. Applicable law

The present General Terms and Conditions are subject to French law. In case of residence abroad and/or non-French nationality of the user, said latter accepts that the contractual relationship between itself and SECLUDIT is not governed by the United Nations Convention relative to contracts for the international sale of goods (United Nations Convention whose application is expressly excluded.

10.2. Language

The official languages of the present General Terms and Conditions are English and French. The use of any language is only indicative. In case of difficulty regarding the interpretation hereof, the Parties shall refer exclusively to English or French text.

10.3. Court with jurisdiction

Any dispute arising relative to the validity, interpretation, performance, or non performance of the present General Terms and Conditions governing the relationship between the Parties shall be submitted to the competent court in the location where SECLUDIT has its registered office without said being able to prejudice the rights of SECLUDIT to prosecute anyone having violated its rights before a court that would have jurisdiction in the absence of the above mentioned clause.