Terms and Conditions

Welcome to BUGB Technologies Private Limited ("BUGB" or "Company"). We are committed to delivering premier Managed Cyber Security Services ("Services") tailored to protect your digital assets and information. This document, the General Terms and Conditions ("Agreement"), governs your acquisition and use of our Services.

This Agreement is binding between BUGB Technologies Private Limited and you, the customer, whether you are an individual, a company, or another legal entity ("Customer" or "you"), who engages with BUGB through a written quotation, work order, statement of work, or any document that references these terms ("Ordering Document"). By executing an Ordering Document that references this Agreement, you accept these terms in full. Please review these terms carefully before finalizing your purchase, as they constitute a legally enforceable contract between you and BUGB Technologies Private Limited.

If there is any conflict between the terms of this Agreement and a separate written agreement specifically entered into for our services, the terms of that separate agreement, including any attached schedules, will prevail, rendering this Agreement inapplicable to the extent of that conflict.

1.1 "Content": Any data inputted by the Customer into the Services or generated, processed, or stored by BUGB Technologies in the course of providing the Services. This may include data retained within the Customer's systems, hosted on BUGB's cloud platforms, or distributed across hybrid environments.

1.2 "On-Premises Software": Software solutions provided by BUGB Technologies designated for installation and operation within the Customer's local IT infrastructure as specified in the relevant Ordering Document.

1.3 "Documentation": All instructional and operational manuals, user guides, and online help files provided by BUGB Technologies for effective use of the Services, including any updates.

1.4 "Cloud Services": Software applications and platforms provided by BUGB Technologies as a subscription service, hosted on BUGB's or its partners' cloud infrastructure as outlined in the Ordering Document.

1.5 "Service Offerings": Includes all managed services, software (both On-Premises and Cloud), professional consulting, and any additional services or products specified in the Ordering Document provided by BUGB Technologies.

1.6 "Ordering Document": A contract or formal agreement such as a service order, subscription agreement, or purchase order issued by BUGB Technologies and executed by the Customer that specifies the services and products to be provided, including details such as service scope, pricing, term, and volume limitations.

1.7 "Additional Terms": Specific terms and conditions relevant to particular aspects of the Service Offerings that supplement and form part of the main Agreement.

1.8 "Software": Collectively refers to On-Premises Software and Cloud Services provided under this Agreement.

1.9 "Managed and Professional Services": Refers to the advisory, operational, cybersecurity testing, and other professional services provided by BUGB Technologies as described in the relevant Ordering Document or Statement of Work (SOW).

1.10 "Term of Service": The duration during which the Customer is authorized to use the Services as defined in the Ordering Document.

1.11 "Usage Cap": The maximum allowed use of the Services as defined by specific metrics such as the number of assets, volume of data, number of scans, and other measurable resources, as stipulated in the Ordering Document.

2.1 Ownership of Intellectual Property: BUGB Technologies retains all rights, title, and interest in the intellectual property of the Service Offerings, including any associated Documentation, developments, derivative works, and existing and arising intellectual property rights. This includes, but is not limited to, patents, copyrights, trade secrets, trademarks, and other forms of intellectual property.

2.2 Customer's Authority Over Systems: The Customer guarantees that they possess all necessary legal rights and authorizations over the networks, systems, IP addresses, assets, and hardware where the Service Offerings are deployed, or which are affected by the use of the Service Offerings. The Customer also assures that they have secured all rights needed for BUGB Technologies to process and manage data within the Service Offerings, encompassing data from endpoints, servers, cloud-based applications, and other data sources.

2.3 Usage by Affiliates: The Customer may extend the use of the Service Offerings to its Affiliates under the same terms as this Agreement, ensuring that the Customer remains accountable for any violations of this Agreement by its Affiliates. For the purpose of this Agreement, an "Affiliate" is defined as any entity that is directly or indirectly controlled by the Customer, where "control" refers to ownership of a majority of the voting stock or governing interest of the entity.

3.1 Partner Purchases: If the Customer acquires the Services through an authorized BUGB Technologies partner, the invoicing, fees, and applicable taxes will be governed by the terms agreed upon directly between the Customer and the partner. In such cases, all fees due under such terms shall be paid directly to the partner, and the provisions of section 3.2 will not apply.

3.2 Payment of Fees: The Customer agrees to pay all fees, charges, and other amounts due under any Ordering Document signed with BUGB Technologies. BUGB will issue invoices upon execution of an Ordering Document or upon receipt of a purchase order that references it, unless otherwise specified in the agreement. The Customer is responsible for all taxes levied on transactions under this Agreement, including, but not limited to, sales, use, value-added, and withholding taxes imposed by any federal, state, or local governmental entity, excluding only taxes based solely on BUGB's income. If withholding taxes are applicable, the Customer must pay such taxes and ensure that BUGB receives the full invoice amount net of these taxes, providing written evidence of such tax payment to BUGB.

3.3 Non-refundable Fees: All fees paid or payable for the Services are non-refundable and cannot be canceled, except as may be expressly stated in the applicable Ordering Document. Should any services require BUGB personnel to travel, the Customer shall reimburse BUGB for all reasonable travel and incidental expenses incurred in the provision of these services, based on BUGB's standard policies and rates.

4.1 Confidential Information: "Confidential Information" includes any information exchanged between the parties, whether in writing, orally, or by electronic means, that is identified as confidential or should reasonably be considered confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, business operations, company data, client details, pricing, and the terms of this Agreement. Each party agrees to use the other party's Confidential Information solely to perform obligations under this Agreement and will take all reasonable precautions to prevent any unauthorized disclosure of such information by its employees or agents. The parties also agree to immediately report to one another any breaches in confidentiality that may occur.

4.2 Exclusions from Confidential Information: Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement (ii) is received from a third party without breach of any obligation of confidentiality (iii) is independently developed by a party without use of or reference to the other party's Confidential Information or (iv) must be disclosed by law or legal process, provided that the party subject to such requirement gives the other prompt notice to enable it to contest the requirement or minimize the scope of disclosure.

4.3 Handling of Personal Data: BUGB Technologies agrees to handle any personal data received from the Customer in accordance with applicable data protection laws and our Data Processing Agreement, which outlines the specifics of data processing and protection. The Customer retains all rights to its data and is responsible for its accuracy, integrity, and legality. BUGB Technologies will use the Customer's data solely for purposes necessary to provide the Services, including the production of aggregated and anonymized reports and for improving service offerings.

4.4 Data Security: BUGB Technologies commits to implementing robust technical and organizational measures to secure Customer's data against unauthorized access, accidental loss, alteration, and disclosure. These measures include, but are not limited to, encryption, maintaining the confidentiality, integrity, availability, and resilience of systems and services, and regular testing of these security measures.

BUGB Technologies warrants that the Services will be provided in a professional manner consistent with industry standards. YOU ACKNOWLEDGE THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY ATTACHED SCHEDULE(S), BUGB TECHNOLOGIES MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. BUGB TECHNOLOGIES DOES NOT WARRANT THAT THE SERVICES WILL BE FREE FROM ALL BUGS, ERRORS, OR OMISSIONS OR THAT ALL SECURITY THREATS WILL BE IDENTIFIED OR REMEDIATED. NOR DOES BUGB TECHNOLOGIES WARRANT THAT THERE WILL NOT BE ANY FALSE POSITIVES IN THE OPERATION OF THE SERVICES.

6.1 By BUGB Technologies: BUGB Technologies shall defend, indemnify, and hold harmless the Customer from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys' fees) arising out of or in connection with a claim alleging that the use of the Services as permitted under this Agreement infringes the intellectual property rights of a third party. This indemnification obligation is subject to the Customer (i) promptly giving BUGB Technologies written notice of the claim (ii) giving BUGB Technologies sole control of the defense and settlement of the claim (provided that BUGB Technologies may not settle any claim unless it unconditionally releases the Customer of all liability) and (iii) providing to BUGB Technologies all reasonable assistance, at BUGB Technologies' expense. If the Services become, or in BUGB Technologies' opinion are likely to become, the subject of such a claim, BUGB may at its option and expense (a) procure for the Customer the right to continue using the Services, (b) modify the Services so that they no longer infringe, without breaching BUGB Technologies' warranties under this Agreement, or (c) terminate the Customer's rights to use the Services and refund any prepaid fees covering the remainder of the term of the terminated Services.

6.2 By Customer: The Customer shall indemnify, defend, and hold harmless BUGB Technologies from and against all claims, costs, damages, losses, liabilities, and expenses (including attorneys' fees) arising out of or in connection with the Customer's use of the Services in violation of this Agreement or applicable laws, or arising from the content or data processed by the Customer using the Services. This includes, but is not limited to, any claims involving alleged misuse of the Services that infringes on third-party rights or applicable law.

7.1 Exclusion of Certain Damages: Neither BUGB Technologies nor the Customer shall be liable for any indirect, special, incidental, consequential, exemplary, or punitive damages arising out of or related to this Agreement, regardless of the nature of the cause of action or the theory of liability, even if advised of the possibility of such damages. This exclusion includes, but is not limited to, loss of revenue, profit, or data, and damages arising from service interruptions.

7.2 Cap on Liability: The total cumulative liability of BUGB Technologies under this Agreement, regardless of the form or cause of action, whether in contract, tort, or otherwise, shall not exceed the total amount of fees actually paid by the Customer to BUGB Technologies under this Agreement during the twelve (12) months prior to the occurrence of the first incident giving rise to such liability. This cap does not apply to liability resulting from BUGB Technologies' gross negligence, willful misconduct, fraud, or for breaches of confidentiality obligations, which shall be subject to claims as per the provisions of Indian law.

7.3 Exceptions to Limitations: The limitations set forth in Sections 7.1 and 7.2 shall not apply to liabilities arising from (i) a party's obligations under the indemnification clauses of this Agreement, (ii) infringement of a party's intellectual property rights, or (iii) obligations under the applicable data protection laws which cannot be excluded or limited by contract.

8.1 Term of Agreement: The term of this Agreement commences on the date the Ordering Document is executed and shall continue until terminated as provided herein. The specific duration of each service offering (the "Service Term") shall be as set forth in the applicable Ordering Document. Unless otherwise specified in the Ordering Document, each Service Term shall automatically renew for subsequent periods equal to the original term at the then-current fee, unless either party provides written notice of its intention not to renew at least thirty (30) days prior to the expiration of the current Service Term.

8.2 Termination for Cause: Either party may terminate this Agreement or any individual Service Term for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach. For breaches that cannot reasonably be cured within thirty (30) days, the breaching party must commence cure within the thirty (30) day period and diligently continue to cure the breach otherwise, the other party may terminate the Agreement immediately upon additional written notice.

8.3 Immediate Termination: In addition to the above, either party may terminate this Agreement immediately upon written notice if the other party: (a) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due (b) files or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law (c) makes or seeks to make a general assignment for the benefit of its creditors or (d) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

8.4 Effect of Termination: Upon termination or expiration of this Agreement: All rights and access granted to the Customer under this Agreement will immediately cease. The Customer must cease all use of the Services and return or destroy all copies of any Documentation, software, and other materials provided under this Agreement. Each party will return any Confidential Information of the other party in its possession and will not make further use of such information. Any sums paid by the Customer to BUGB Technologies for Services not yet provided will be refunded on a pro-rata basis, except as otherwise stated in the Ordering Document.

8.5 Survival: Provisions that, by their nature, should survive termination of this Agreement will remain in effect after its termination or expiration, including, but not limited to, confidentiality obligations, payment obligations, and terms relating to ownership rights, indemnification, and limitations of liability.

9.1 Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of India. The parties agree to submit to the exclusive jurisdiction of the courts located in India for the resolution of all disputes arising out of or in connection with this Agreement.

9.2 Entire Agreement: This Agreement, together with any Ordering Documents, Schedules, and Exhibits, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted.

9.3 Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

9.4 Assignment: Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the above, either party may assign this Agreement in its entirety, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

9.5 Waiver: No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

9.6 Force Majeure: Neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party's reasonable control, including, but not limited to, mechanical, electronic, or communications failure or degradation (excluding failure to pay any charges owed hereunder). Such failure shall not constitute a breach of this Agreement, and the time for performance shall be extended for a period equal to the duration of the condition.

9.7 Notices: All notices under this Agreement will be in writing and will be deemed to have been duly given when received if personally delivered when receipt is electronically confirmed, if transmitted by facsimile or email the day after it is sent, if sent for next day delivery by recognized overnight delivery service and upon receipt, if sent by certified or registered mail, return receipt requested.

9.8 Publicity: Neither party may use the other party's name, logos, or trademarks without the prior written consent of the other party, except as necessary to perform under this Agreement.

9.9 Non-Solicitation: During the term of this Agreement and for one year thereafter, neither party shall, directly or indirectly, solicit or hire the employees of the other party involved in the execution or delivery of this Agreement without the prior written consent of the other party.