General Terms and Conditions

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.

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.

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.

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; and (iii) providing to BUGB Technologies all reasonable assistance, at BUGB Technologies' expense.

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.

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.

8.3 Immediate Termination

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; (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.

8.4 Effect of Termination

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 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.

9.4 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.

9.5 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.

1. Definitions of Services

2. Scope and Execution of Services

3. Managed Services Specifics

If the Managed Services provided include software licensed by BUGB Technologies, such software will be governed by the specific license terms provided in the SOW. The license will be valid for the term of the Managed Services and does not extend beyond unless specifically agreed upon in the SOW.