These terms and conditions constitute a legally binding agreement (“Agreement”), between Reseller and Hack The Box Ltd, a company registered in England & Wales under company number 10826193 with offices at 38 Walton Road, Folkestone, Kent, United Kingdom, CT19 5QS (“HackTheBox”). This is a non-exclusive one-time reseller agreement that applies as between the parties in the absence of any written agreement signed by both parties.
RESELLER WILL BE PROMPTED TO SIGNIFY ITS ACCEPTANCE OF THESE TERMS OF SERVICE BY SELECTING OR CLICKING “ACCEPT”. BY ACCEPTING, RESELLER: (A) ACKNOWLEDGES THAT HAS READ, UNDERSTOOD AND AGREES TO BE LEGALLY BOUND BY THESE TERMS; (B) REPRESENTS AND WARRANTS THAT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, (C) IF ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, REPRESENTS THAT HAS THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM "RESELLER” SHALL REFER TO SUCH ENTITY. IF RESELLER DOES NOT HAVE SUCH AUTHORITY, OR IF DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, RESELLER MUST NOT PROCEED.
THE TERMS AND CONDITIONS OF THIS AGREEMENT ALONG WITH ANY SCHEDULES OR REFERENCED DOCUMENTS OR ADDITIONAL TERMS ATTACHED HERETO, REPRESENT THE COMPLETE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER AND TO THE EXTENT THAT THESE TERMS ARE IN CONFLICT WITH THE TERMS OF ANY OTHER AGREEMENT BETWEEN RESELLER AND HACKTHEBOX, THESE TERMS WILL TAKE PRECEDENCE AND SUPERSEDE THE TERMS OF SUCH OTHER AGREEMENT.
HackTheBox is in the business of developing and providing cyber-security training via SaaS. Reseller is in the business of selling or providing various technology solutions. Subject to the terms and conditions of this Agreement, HackTheBox has agreed to grant Reseller an one-off, non-exclusive, not-transferable, non-assignable license, to resell and/or use on behalf of Customers (as defined herein) HackTheBox Services (as defined herein) and Reseller has agreed to accept such license.
- Appointment as Reseller. Subject to Reseller’s compliance with the terms and conditions of this Agreement, HackTheBox hereby appoints Reseller on an one-off basis, as a nonexclusive reseller of the Services in the Territory. Nothing in this Agreement shall be construed as limiting in any manner, HackTheBox’s own marketing, sales or distribution activities or its appointment of other resellers, distributors, licensees, or agents in the Territory or otherwise,
- License to Market/Resell/Use. Subject to the terms and conditions of this Agreement, HackTheBox hereby grants to Reseller an one-off, nonexclusive, non-transferable, and non-sublicensable right and license:
- to resell, market and distribute the Services to Customers in the Territory.
- to use the Services and Documentation for the sole purpose of demonstrating same in the Territory; and
- if applicable, to use and access the Services on behalf of a Customer, solely on a managed service basis and for the benefit of such Customer, subject to the following: (i) unless otherwise agreed in writing between HackTheBox and Reseller with respect to a particular Customer, the terms and conditions of the Customer Agreement shall be the governing document with respect to Reseller’s use of the Services, (ii) only Reseller’s personnel may access and use the admin panel and there shall be no integrations to Customer’s systems; and
- Reseller agrees to ensure that any agreements entered into directly between Reseller and a Customer relating to the Services have terms which are consistent with the terms specified in the Customer Agreement.
- Limited Rights. Reseller’s rights in the Services will be limited to those expressly granted in this Agreement. HackTheBox reserves all rights and licenses in and to the Services not expressly granted to Reseller under this Agreement.
- License Restrictions. Except as may be expressly authorized in this Agreement and to the extent permitted by applicable laws, Reseller will not: (a) copy or modify the Services, in whole or in part; (b) transfer, sublicense or otherwise distribute the Services to any third party; (c) lease, lend or rent the Services, use the Services to provide service bureau, time sharing, application services provider, hosting or other computer services to third parties, or otherwise make the functionality of the Services available to third parties with or without consideration; or (d) disassemble, decompile or reverse engineer the Services or any software associated with the Services nor permit any third party to do so.
- Ownership. Reseller expressly acknowledges that, as between HackTheBox and Reseller, HackTheBox owns all worldwide right, title and interest in and to the Services and all improvements thereto including all worldwide Intellectual Property Rights therein, and in and to any user manuals, handbooks, installation guides, training materials, and any other documentation relating to the Services that may be provided from time to time by HackTheBox (collectively, the “Documentation”). Reseller will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices and labels appearing on the Services as delivered or made available to Reseller. Reseller agrees that only HackTheBox shall have the right to maintain, enhance or otherwise modify the Services. If Reseller provides HackTheBox with reports of defects in the Services or proposes or suggests any changes modifications or ideas (collectively “Feedback”), HackTheBox shall have a worldwide, irrevocable, transferable, perpetual, royalty-free right and license to use and exploit such Feedback including, without limitation, the incorporation of such Feedback into HackTheBox’s software products and/or services, without any obligation to Reseller. HackTheBox reserves the right to seek all remedies available for any violation of this Section.
ORDERING AND REPORTS.
- Ordering. Reseller shall submit a Service Order Form to HackTheBox for the purchase of Services. No Service Order Form will be deemed accepted by HackTheBox unless and until HackTheBox accepts such Service Order Form in writing. HackTheBox reserves the right to reject any Service Order Form for any reason whatsoever without liability to Reseller. Any terms and conditions contained in any Service Order Form that are inconsistent with or in addition to the terms and conditions of this Agreement or the Customer Agreement will be deemed stricken from such Service Order Form, unless expressly agreed to in writing by HackTheBox.
- User subscriptions. Unless otherwise specified in the applicable Service Order Form, (a) access to the Services is purchased by Customer as a subscription to the Service and may be accessed by no more than the specified number of End-Users, (b) additional End-User subscriptions may be added by a Customer during the applicable subscription term under a Service Order Form at the same pricing as that for the pre-existing subscriptions thereunder, prorated for the remainder of the subscription term in effect at the time the additional End-User subscriptions are added, and (c) the added End-User subscriptions shall terminate on the same date as the pre-existing subscriptions. End-User subscriptions are for designated End-Users only and cannot be shared or used by more than one End-User but may be reassigned to new End-Users replacing former End-Users who no longer require ongoing use of the Services. The number of End-User subscriptions purchased cannot be decreased during the relevant subscription term stated on the applicable Service Order Form.
- Reports. Reseller agrees to prepare and forward to HackTheBox reports as may be reasonably requested by HackTheBox and mutually agreed to.
- Fees. Reseller will pay HackTheBox the total fees for all Services specified in HackTheBox’s invoice. All such fees will be due and payable within thirty (30) days after the date of HackTheBox’s invoice therefor. Except as otherwise specified in this Agreement or in a Service Order Form, (i) payment obligations are non-cancelable and Fees paid are nonrefundable, and (ii) Reseller is solely responsible for payment to HackTheBox for all Fees for the Services that Reseller resells to Customers.
- Interest. Except for any amounts disputed in good faith, all past due amounts will incur interest at a rate of at 2% per annum above the base rate of the Bank of England. Reseller will reimburse HackTheBox for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any overdue amounts. Notwithstanding the foregoing, in the event that Reseller in good faith disputes an invoice by HackTheBox, Reseller may withhold payment of the disputed amount; provided, however, that (i) Reseller will continue to pay all undisputed amounts in accordance with the terms hereof, and (ii) Reseller will notify HackTheBox, in writing, of any disputed amounts and the reason for the dispute by the due date of the payment of the invoice containing the disputed changes. In the event of a dispute regarding the amount of any invoice, the parties will use all reasonable efforts to resolve such dispute within 30 days after Reseller provides written notification of such dispute to HackTheBox. If Reseller has been delinquent in its payments, HackTheBox may condition future subscription renewals and Service Order Forms on prepayment or payment terms shorter than those specified in this Section.
- Suspension of Services and Acceleration. If any amount owned by Reseller under this or any other agreement for the Services is thirty (30) or more days overdue, HackTheBox may, without limiting HackTheBox’s other rights and remedies, accelerate Reseller’s unpaid Fee obligations under such agreement so that all such obligations become immediately due and payable, and suspend provision of the Services to Reseller and the Customers until such amounts are paid in full. HackTheBox will give Reseller at least seven (7) days prior written notice that its account is overdue, before suspending the Services.
- Currency. Reseller will pay all amounts due under this Agreement in GBP currency, unless specified otherwise in the Service Order Form.
- Pricing. HackTheBox’s standard list purchase prices for the Services will be as provided by HackTheBox and Reseller shall be entitled to discounts as indicated in the applicable Service Order Form.
- Customer Responsibility. HackTheBox shall have no responsibility for billing or collecting such fees or any other amounts from Customers. In connection with such activities, Reseller will act in all aspects for its own account and will be responsible for such matters as credit verification, deposits, billing, collection, bad debts etc.
- Taxes. The Prices do not include any federal, state, or local taxes, duties or assessments that may be applicable to the sale of the Services, and which taxes, duties or assessments shall be paid by Reseller. When HackTheBox has the legal obligation to collect such taxes, duties or assessments, the appropriate amount shall be added to Reseller’s invoice and paid by Reseller, in accordance with the payment terms set forth in this Section, unless Reseller provides HackTheBox with a valid tax exemption certificate authorized by the appropriate taxing authority.
- Each party warrants to the other party that: (a) such party is a business duly incorporated, validly existing, and in good standing under the laws of its jurisdiction of incorporation; (b) such party has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement; (c) the execution, delivery, and performance of this Agreement constitutes the legal, valid, and binding agreement of such party; (d) as of the Effective Date, there is no outstanding litigation, arbitrated matter or other dispute to which such party is a party, which, if decided unfavorably to it, would reasonably be expected to have a potential or actual material adverse effect on such party’s ability to fulfill its obligations under this Agreement;
- Limited Warranty to Reseller. HackTheBox warrants to Reseller that it has the right to grant the rights and licenses contemplated by this Agreement, without the need for any licenses, releases, consents, or approvals not yet granted.
- Limited Warranty to Customers. HackTheBox provides Customers only the warranty set forth in the Customer Agreement, subject to the limitations set forth therein. Reseller agrees not to make any representation, promise, covenant, guarantee or warranty on HackTheBox’s behalf.
- Disclaimer. HackTheBox does not warrant that the Services will meet a Customer’s requirements, that the operation of the Services will be error-free or uninterrupted or that all errors in the Services will be corrected. EXCEPT AS PROVIDED ABOVE, THE ServiceS PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND HACKTHEBOX MAKES NO WARRANTY OF ANY KIND WITH REGARD TO THE ServiceS. HACKTHEBOX EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. No advice or information, whether oral or written, obtained from HackTheBox or elsewhere will create any warranty not expressly stated in this Agreement or in the Customer Agreement.
- Infringement Indemnity. HackTheBox will, at its option, defend or settle any action brought against Reseller to the extent that it is based upon a claim that the Services, as provided by HackTheBox to Reseller under this Agreement and used within the scope of the Customer Agreement, infringes any patent or any copyright or misappropriates any trade secret, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded against Reseller, provided that Reseller: (a) promptly notifies HackTheBox in writing of the claim; (b) grants HackTheBox sole control of the defense and settlement of the claim; and (c) provides HackTheBox, at HackTheBox’s expense, with all assistance, information and authority reasonably required for the defense or settlement of the claim.
- Exclusions. Notwithstanding the terms of Section 6.1, HackTheBox will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from: (a) modifications to the Services made by a party other than HackTheBox or HackTheBox’s authorized representative; (b) the combination, operation or use of the Services with equipment, devices, software or data not supplied by HackTheBox, if a claim would not have occurred but for such combination, operation or use; or (c) Reseller’s or the Customer’s use of the Services other than in accordance with this Agreement or the Customer Agreement, as applicable, or the Documentation.
- Remedies. If HackTheBox reasonably believes the Services infringe a third party’s intellectual property rights, then HackTheBox will, at no additional cost to Reseller: (a) procure for Reseller the right to continue to use such Services, (b) replace the Services, or (c) modify the Services to avoid the alleged infringement. If none of the are commercially reasonable, HackTheBox may terminate the license for the allegedly infringing Services and refund a prorated portion of the Fees paid by Reseller for the allegedly infringing Services based upon the period of time remaining the applicable subscription term of any applicable Service Order, whereupon such Order Form(s) shall automatically terminate.
- THE PREVIOUS PROVISIONS OF THIS SECTION 6 SET FORTH HACKTHEBOX’S SOLE AND EXCLUSIVE OBLIGATIONS, AND RESELLER’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.
- Reseller Indemnity. Reseller shall indemnify, defend, and hold harmless, at Reseller’s sole expense, HackTheBox and its Affiliates and their respective officers, directors, employees and contractors (the “Reseller Indemnified Parties”) against any and all claims, judgments, awards, costs, expenses, damages, and liabilities (including reasonable attorney fees and expenses and court costs) of whatsoever kind and nature that may be asserted, granted, or imposed against Reseller Indemnified Parties directly or indirectly arising from or in connection with Reseller’s marketing or support of the Services or the unauthorized use or representation of the Service by Reseller.
DATA PRIVACY AND SECURITY.
- Personal Data. Each party shall comply with the Data Protection Legislation and agree that any material breach of the Data Protection Legislation shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect. Customer and HackTheBox shall enter into the Data Processing Agreement that can be found at https://www.hackthebox.com/legal/dpa.
- Data Security. HackTheBox and Reseller shall exercise reasonable care in safeguarding Customers’ data according to the principles of Confidentiality, Integrity and Availability (CIA) in order to protect Customer, HackTheBox and Reseller Data against unauthorized access, processing, disclosure, destruction, damage or loss. Parties have or shall adopt and maintain data security policies and procedures that contain organizational and technical measures appropriate to the complexity, nature, and scope of its activities,
- Support. HackTheBox shall provide basic support for the Services to Reseller at no additional charge and/or upgraded support if purchased separately by Reseller. HackTheBox shall provide Support to Customer according to SLA with Customer.
- NON-HACKTHEBOX Products and Services. HackTheBox does not warrant or support non- HackTheBox products or services. Νo purchase of non- HackTheBox products or services is required to use the Services except a supported computing device, operating system, web browser and Internet connection.
- In connection with this Agreement, the parties may exchange sensitive and Confidential Information. Each party will not use the other party’s Confidential Information and will not disclose such Confidential Information to any third party outside the scope of this Agreement. Each party will use all reasonable efforts to maintain the confidentiality of all such Confidential Information in its possession or control, but in no event less than the efforts that such party ordinarily uses with respect to its own proprietary information of similar nature and importance. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; and (b) on a confidential basis to its legal or financial advisors or to such of its employees, officers, partners or agents as have a reasonable need to know such Confidential Information. In addition, each party may disclose the terms and conditions of this Agreement: (a) as required under applicable securities regulations; and (b) on a confidential basis to present or future providers of venture capital and/or potential private investors in or acquirers of such party.
- The receiving Party hereby acknowledges that: (i) its rights to the Confidential Information to be provided by the disclosing Party pursuant to the terms of this Agreement shall be limited to use in relation to the performance of the Agreement, and (ii) the disclosing Party may demand the return of the Confidential Information at any time upon giving written notice to the receiving Party. The receiving Party undertakes to notify the disclosing Party promptly of any unauthorized use, copying or disclosure of any of the Confidential Information of which the receiving Party becomes aware, and to provide all reasonable assistance to the disclosing Party to terminate such unauthorized acts. Nothing in this Section shall prevent a Party from immediately seeking an injunction in cases where the Party will suffer irreparable harm without entry thereof.
- Each party acknowledges that due to the unique nature of the other party’s Confidential Information, in addition to any other remedies that may be available in law, in equity or otherwise, the disclosing Party shall be entitled to seek injunctive relief to prevent such unauthorized use or disclosure.
TERM AND TERMINATION
- Term. This agreement shall commence on the date Reseller accepts the Service Order Form, and unless otherwise terminated as provided in this agreement shall continue for the term (as defined in the Quote) after which it shall automatically terminate.
- Termination for Breach. Additionally, to any other rights under this agreement, each party will have the right to terminate this Agreement if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after written notice thereof.
- Termination for Convenience. Either party may terminate this Agreement for any or no reason by giving the other party a minimum of sixty (60) days written notice.
- Termination for Bankruptcy. Either party may terminate this Agreement upon the filing by or against the other party of any action under any federal, state or other applicable bankruptcy or insolvency law.
- Effect of Termination. Termination of this Agreement shall not relieve Reseller of its payment obligations incurred prior to termination of this Agreement or for any amounts due which accrue after termination of this Agreement. Upon termination of this Agreement for any reason, (i) Reseller will immediately cease all display, advertising and use of all of the Services and HackTheBox’s trademarks provided that Reseller shall continue to have the right to use the Services pursuant to any existing Service Orders to the extent provided herein, and (ii) Reseller shall return to HackTheBox all Confidential Information, Documentation and all other tangible materials related to the Services except as required to use the Services pursuant to any existing Service Orders to the extent provided herein, and (iii) HackTheBox will return to Reseller, or destroy, all Confidential Information of Reseller and confirm such destruction upon request.
- Survival. Expiration or termination of this Agreement will not relieve either party from its obligations arising hereunder prior to such expiration or termination: (a) any obligation of Reseller to pay Fees; (b) Sections 1, 2, 3, 4, 5, 6, 8, 10, 11,12, 13 and (c) any other provision of this Agreement that must survive to fulfil its essential purpose.
LIMITATION OF LIABILITY
- Total Liability. EACH PARTY’S TOTAL CUMULATIVE LIABILITY TO OTHER FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS RECEIVED BY HACKTHEBOX UNDER THIS AGREEMENT FOR THE PARTICULAR SERVICES THAT CAUSED THE LIABILITY DURING THE ONE YEAR PERIOD PRIOR TO THE DATE THE CLAIM AROSE.
- Exclusion of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO ANY PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
- NOTHING WILL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM THAT PARTY’S WILFUL MISCONDUCT, LIABILITY ARISING FROM A PARTY’S FRAUDULENT MISREPRESENTATION, VIOLATION OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS, BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS AND THESE LIMITATIONS OF LIABILITY SHALL APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
RESPONSIBLE BUSINESS AND COMPLIANCE
- General Conduct. Reseller agrees: (i) to conduct business in a manner that reflects favorably at all times on the Services and the good name, goodwill and reputation of HackTheBox; (ii) to avoid deception, misleading or unethical practices that are or might be detrimental to HackTheBox or the public, including but not limited to, disparagement of HackTheBox or the Services; (iii) not to publish or employ or cooperate in the publication or employment of, any misleading or deceptive advertising material; (iv) to make no representations, warranties or guarantees to customers or to the trade with respect to the specifications, features or capabilities of the Services that are inconsistent with or in addition to the literature distributed by HackTheBox; (v) not to make any statements to industry analysts with respect to the specifications, features or capabilities of the Services; (vi) not to access the Service to build a competitive product or service and (vii) not to use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right of HackTheBox, its suppliers and/or licensors or any third party.
- Compliance with Anti-Corruption and Anti-Bribery Laws. In connection with this Agreement, each party to this agreement represents and warrants that, to the extent the following laws are applicable to Reseller, it has and will comply with: (a) the anti-corruption laws of the Territory; (b) the anti-corruption laws of the country of incorporation of Reseller; and (c) all other applicable anti-corruption laws (collectively, “Applicable Anti-Corruption Law”).
- Export Control. Each Party warrants and undertakes that, in connection with this Agreement and the performance thereof, it will comply with all applicable laws, regulations, rules and requirements relating to trade sanctions, foreign trade controls, export and re-export controls, non-proliferation, anti-terrorism and similar laws, including the ones of the U.N., E.U., U.S. UK (“Export Laws”). Reseller warrants and undertakes that it does not and will not provide to, or give access in any way to, pursuant to this Agreement to, directly or indirectly, any country, company or individual that is prohibited under Export Laws.
- Accuracy of Books and Records. Reseller agrees that it will maintain accurate and complete records of its receipts and expenses having to do with this Agreement, including records of payments to any third parties or Public Officials, in accordance with generally accepted accounting principles. Reseller further agrees that it will make such books and accounting records available for review by HackTheBox, or an independent party nominated by HackTheBox, at HackTheBox’s reasonable request.
- Breach and Indemnification. If Reseller breaches any representation or warranty of this Section HackTheBox shall have, in addition to any other rights and remedies available to it, the right to unilaterally and immediately terminate this Agreement. Reseller shall protect, defend, and indemnify HackTheBox and all of their officers, directors, employees, and representatives from and against any and all costs of any nature (including, but not limited to, reasonable attorney’s fees), arising from any payments made in violation of any Applicable Anti-corruption Law, regardless of whether such payments were made directly or indirectly, by, on behalf of, or with the knowledge of Reseller, in relation to this Agreement.
- Dispute Resolution Procedure. The Parties shall use the following procedure to address any dispute relating to this Agreement (a “Dispute”).
- Negotiation. Either Party may initiate the Dispute resolution procedures by sending notice of Dispute (“Notice of Dispute”) to the other Party. The Parties shall attempt to resolve the Dispute promptly through good faith negotiations including (i) timely escalation of the Dispute to executives who have authority to settle the Dispute and show they are at a higher level of management than the persons with direct responsibility for the matter, and (ii) direct communication between the executives. If the Dispute has not been resolved within ten (10) days from the Notice of Dispute, the Parties shall proceed to comply with the provisions of the following subsection and submit Dispute to a court of competent jurisdiction.
- Litigation, Venue and Jurisdiction. If a Dispute remains unresolved after compliance with the previous subsection either Party may then submit the Dispute to a court of competent jurisdiction as set forth in Section 14.
- Confidentiality. All communications made during negotiation under this Section shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law.
- Injunctive Relief. Nothing in this Section shall prevent a Party from immediately seeking an injunction in cases where the Party will suffer irreparable harm without entry thereof.
- Publicity. Neither party will make or issue any formal or informal announcement or statement to the press or any third party in connection with this Agreement without the prior written consent of the other Party. Hackthebox may include the reseller's trademark in the Hackthebox website - Partners section. Reseller may contact HackTheBox to remove the trademark at any time.
- Parties shall have in force and maintain at its own cost all applicable and appropriate insurance coverage in an amount sufficient to cover Party’s obligations in this Agreement with a reputable insurer authorized to act as such by the competent Authority.
- The terms, provisions or conditions of any Service Order Form or other business form or written authorization used by either party will have no effect on the rights, duties, or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of the receiving party to object to those terms, provisions or conditions.
- A party will have no right to assign this Agreement, in whole or in part, without prior written consent of the other Party; provided, however that either party may assign this Agreement, without the other party’s consent, to a successor in interest to the business of such party in connection with a merger, sale of substantially all of its assets, change of control or by operation of law. Any attempt to assign this Agreement, without such consent, will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's successors and permitted assigns.
- Independent Contractors. The parties shall act as independent contractors in the performance of this Agreement, and nothing contained in this Agreement shall be construed to: (i) give either party the power to direct and control the day-to-day activities of the other party; (ii) constitute the parties as partners, joint venturers, co-owners, agents or otherwise as participants in a joint or common undertaking; or (iii) allow Reseller to create or assume any obligation on behalf of HackTheBox for any purpose whatsoever. All financial obligations associated with Reseller’s business are the sole responsibility of Reseller, and all agreements between Reseller and a Customer are Reseller’s exclusive responsibility and shall have no effect on HackTheBox.
- No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party to be charged. No failure or delay to exercise or partial exercise of any right, power, or remedy under this Agreement, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy or prevent or restrict in any way their exercise.
- Unless another email address is specified in writing by the parties, all notices, demands, or consents required or permitted under this Agreement shall be in writing and delivered at the following email addresses:
- For HTB: [email protected]
- For Reseller: The email provided to HTB.
- Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
- If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
- This Agreement does not give rise to any rights of any third party under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
- Except for each party’s payments obligations, neither party shall be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including but not limited to acts of God, earthquakes, wars, terrorism, communication failures, strikes or shortages of materials or governmental action.
- This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
- Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
- The terms, provisions or conditions of any Service Order or other business form or written authorization used by either party will have no effect on the rights, duties, or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of the receiving party to object to those terms, provisions or conditions.
- Save as otherwise set out in this Agreement and any relevant Service Order Form, this Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Definitions. For purposes of this Agreement, the term:
- “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity.
- “Customer” means the specific individual or legal entity identified by Reseller in the applicable Service Order Form that purchases the HackTheBox Services from the Reseller
- “Reseller” means the individual or entity, identified by Reseller in the applicable Service Order Form, that purchases the HackTheBox Services from the Reseller
- “Documentation” means the online resources and other documentation that may be provided or made available by HackTheBox to Reseller for use with the Services.
- “Customer Agreement” means (a) the then current, standard customer and general terms of HackTheBox to be acknowledged and agreed to by Customers in connection with the purchase and sale of the Services, which are available at www.hackthebox.com/legal/customertos.
- “Authorized-Users” means individuals who are authorized by Customers to use the Services, for whom subscriptions to the Services have been ordered. Users may include but are not limited to Customer’s employees, consultants, contractors, and Confidential agents, and third parties with which Customers transact business.
- “Customer Data” means all electronic data or information submitted by Customers to the Services.
- “Price” and “Fee”means the amounts to be paid to HackTheBox for the Services described in the Service Order Form.
- “Service Order Form" means HackTheBox’s Quote accepted by Reseller or any other documents for placing orders pursuant to this Agreement that are entered into between HackTheBox and Reseller from time to time.
- “Reseller Data” means all electronic data or information submitted by Reseller to the Services.
- “Services” means the specific HackTheBox internet-accessible software-as-a-service(s) offering(s) identified in an Service Order Form and hosted by HackTheBox, its affiliates or service providers and made available to Customer over a network on a subscription basis at the websites www.hackthebox.eu or www.hackthebox.com and/or other web pages designated by HackTheBox, including associated components.
- “Intellectual Property Rights” means patents, rights to inventions, copyright and neighbouring and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how)and all other intellectual property rights, in each case whether registered or unregistered and whether registrable or not, and including all applications and rights to apply for and be granted, renewals or extensions of and rights to claim priority from such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
- “Territory” means the geographical location of the Customer as specified in the Service Order Form and if not specified, the domicile of the Reseller.
- “Confidential Information” refers to the following items one party to this Agreement (“Disclosing Party”) discloses to the other (“Receiving Party”): (a) any document Disclosing Party marks “Confidential”; (b) any information Disclosing Party orally designates as “Confidential” at the time of disclosure, provided Disclosing Party confirms such designation in writing within five (5) business days;(c) any of Disclosing Party proprietary information, technical data, trade secret, or know-how, including without limitation any research, product plan, patent, copyright, trade secret, and other proprietary information, techniques, processes, algorithms, software programs, hardware configuration information and software source documents and other technology, related to the current, future and proposed products and services, including without limitation pricing, margins, merchandising plans and strategies, finances, financial and accounting data and information, suppliers, customers, customer lists, customer data, personal data, purchasing data, sales and marketing plans, future business plans and any other information which is proprietary; and (d) any other non-public, sensitive information, which, with respect to each of the foregoing, as applicable, Recipient should reasonably consider a trade secret or otherwise confidential. Without limiting the above, Confidential Information includes (a) the Services and (b) the specific terms and pricing set forth in this Agreement or in any Service Order. Confidential Information does not include information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; or (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession.