TERMS OF SERVICE

OF
Breka Inc.

Effective date:

These Terms of Service (these “Terms”) between Breka Inc. and its affiliates (together, “Company”, “us”, “we” and “our”) and you, the individual or entity (“you”, “your” and “User”), govern your use of our website, accessible at breka.ai. and all pages, products, tools, information, protocols, software and content located there (the “Service”). PLEASE READ THESE TERMS CAREFULLY.

1. Acceptance of these terms

By using the Service, you agree to be bound by these Terms.

You must read, agree with and accept all of the terms and conditions contained or expressly referred to in these Terms before you may sign up for or use the Service.

You are advised to revisit these Terms periodically to familiarize yourself with any change to it.

2. No authorization to test and no engagement

Nothing on the Service, and no communication from the Company, is an authorization for you to access, scan, probe, test or exploit any system, network or application operated by the Company or by any third party.

The Company performs security testing only against targets a client has identified and authorized in writing under a signed master services agreement and order form. No engagement arises, and the Company owes you no duty and undertakes no work, until both of those documents are signed by both parties. A quote, a proposal, a conversation, a report and a page on the Service are none of them an engagement.

3. Reports and security information

The Company may provide you with a report, summary, advisory or other information describing a vulnerability or security weakness (each, a “Report”). Unless a Report is delivered under a signed order form, it is provided free of charge, as a good faith disclosure, without obligation and on an “as is” basis. The Company does not undertake to monitor your systems, to update a Report, to withhold or delay any lawful disclosure, or to perform any further work.

A Report is not advice. You are responsible for verifying any finding it describes, for deciding whether and how to act on it, and for the consequences of acting or not acting.

4. Purchases and commercial agreements

If you wish to purchase any product or service made available through the Service (a “Purchase”), you may be asked to supply information relevant to your Purchase, including your payment card number, its expiration date and your billing address.

You represent and warrant that (i) you have the legal right to use any payment method you use in connection with a Purchase, and (ii) the information you supply to us is true, correct and complete.

We may use third party services to facilitate payment and complete Purchases. By submitting your information, you grant us the right to provide it to those third parties, subject to our Privacy Policy.

Additional terms that apply to your purchase of any product or service made available through the Service are governed by a separate commercial agreement between the Company and you (a “Commercial Agreement”). The Commercial Agreement applies in addition to these Terms. Where there is a conflict between these Terms and the Commercial Agreement, the Commercial Agreement supersedes these Terms.

5. Fees

Some parts of the Service may be billed on a subscription basis (a “Subscription”), for which you may be obliged to pay a fee. You will be billed the applicable fee in advance on a recurring and periodic basis (a “Billing Cycle”). Billing Cycles are set on a monthly or annual basis depending on the plan you select, or as otherwise communicated to you.

At the end of each Billing Cycle, your Subscription renews automatically on the same conditions unless you cancel it or we cancel it. You may cancel the renewal of your Subscription by contacting us at support@breka.ai.

Services delivered as a one-off engagement are billed as set out in the applicable Commercial Agreement.

6. Payment method

A valid payment method is required to process the fees described in these Terms, unless the Company permits otherwise. You must provide us with accurate and complete billing information, and by submitting that information you authorize us to charge the fees incurred through your account to that payment method.

Should automatic billing fail to occur for any reason, we will issue an invoice indicating that you must proceed manually, by the deadline stated on the invoice, with the full payment corresponding to the billing period.

7. Fee changes

We may modify any fee described in these Terms at any time in our sole discretion (a “Fee Change”). A Fee Change becomes effective at the end of the then-current Billing Cycle. We will give you reasonable prior notice of a Fee Change so that you have an opportunity to terminate your use of the Service before it takes effect. Your continued use of the Service after a Fee Change takes effect is your agreement to pay the modified amount.

8. Refunds

Except where required by law, all fees described in these Terms are non-refundable.

9. Intellectual property

Any proprietary and intellectual property right in and to the Service, including any content on it such as logos, videos, text, information, graphics, icons and images, the selection, assembly and arrangement of them and related materials, and the Company’s trademarks, trade names, copyrightable materials, designs and look and feel, whether or not registered or capable of being registered (“Content”), is the property of the Company or its licensors and is subject to copyright and other intellectual property rights under applicable law. You acknowledge that you have no right, license or authorization with respect to the Service or any technology underlying it except as expressly set out in these Terms. Nothing in these Terms gives you the right to use Content without the Company’s prior written consent.

You must not, and must not permit any person to, (i) modify, translate, reverse engineer, decompile, disassemble or create derivative works based on the Service, the Content or the source code, object code, underlying structure, ideas, know-how, software, algorithms, documentation or data related to the Service, except to the extent that enforcement of this restriction is prohibited by applicable law; (ii) make the Service, or any derivative work of it, available to or use it for the benefit of anyone other than you; (iii) sell, resell, license, sublicense, distribute, rent or lease the Service to any third party, or include it in a bureau, time-sharing or equivalent offering; or (iv) publicly disseminate information regarding the performance of the Service.

10. User content

The Service may allow you to post, link, store, share or otherwise make available information, data, text, graphics, videos or other material (“User Content”). You are responsible for User Content you post on or through the Service, including its legality, reliability and appropriateness.

By posting User Content on or through the Service, you represent and warrant that (i) the User Content is yours or you have the right to use it and to grant us the rights and license provided in these Terms, and (ii) posting it does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing a copyright.

You retain all rights to User Content you submit, post or display on or through the Service, and you are responsible for protecting those rights. We take no responsibility and assume no liability for User Content. By posting User Content and using the Service, you grant us the right and license to use, modify, reproduce and distribute that User Content for the purpose of operating, improving and developing the Service, provided that it is reasonably anonymized. We have the right, but not the obligation, to monitor and edit all User Content.

11. Prohibited uses

You may use the Service only for lawful purposes and in accordance with these Terms. You agree not to use the Service:

  • in any way that violates any applicable national or international law or regulation;
  • to transmit, or procure the sending of, any advertising or promotional material, including junk mail, chain letters, spam or any similar solicitation;
  • to impersonate or attempt to impersonate us, our employees, another user or any other person or entity;
  • in any way that infringes the rights of others, or that is illegal, threatening, fraudulent or harmful, or in connection with any unlawful, fraudulent or harmful purpose or activity; or
  • to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by us, may harm or offend us or other users or expose them to liability.

You also agree not to:

  • use the Service in any manner that could disable, overburden, damage or impair it, or interfere with any other party’s use of it;
  • use any robot, spider or other automatic device, process or means to access the Service for any purpose, including monitoring or copying any material on it;
  • use any manual process to monitor or copy any material on the Service, or for any other unauthorized purpose, without our prior written consent;
  • use any device, software or routine that interferes with the proper working of the Service;
  • introduce any virus, trojan horse, worm, logic bomb or other material that is malicious or technologically harmful;
  • attempt to gain unauthorized access to, interfere with, damage or disrupt any part of the Service, the server on which it is stored, or any server, computer or database connected to it;
  • attack the Service by means of a denial-of-service attack or a distributed denial-of-service attack;
  • take any action that may damage or falsify our rating; or
  • use any downloaded data, information or content to train, improve, develop or test an artificial intelligence model.

12. Analytics

We monitor and analyze the use of the Service using third party providers.

13. Accounts

When you create an account with us, you guarantee that you are above the age of 18 and that the information you provide is accurate, complete and current at all times. Registration data and all other information you provide in registering with the Service are governed by our Privacy Policy.

Inaccurate, incomplete or obsolete information may result in the immediate termination of your account.

You are responsible for maintaining the confidentiality of your account and password, including restricting access to your computer and account. You accept responsibility for all activities that occur under your account or password, whether your password is with the Service or a third party service. You must notify us immediately on becoming aware of any breach of security or unauthorized use of your account.

You may not use a username that is the name of another person or entity, or that is not lawfully available for use, or a name or trademark subject to the rights of another person or entity, without appropriate authorization. You may not use a username that is offensive, vulgar or obscene.

We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.

14. General practices regarding use and storage

You acknowledge that the Company may establish general practices and limits concerning use of the Service, including the maximum period for which data or content will be retained and the maximum storage space allotted on the Company’s or its service providers’ servers. The Company has no responsibility or liability for the deletion of, or failure to store, any data or content maintained or uploaded through the Service. The Company reserves the right to terminate accounts that are inactive for an extended period, and to change these practices and limits at any time in its sole discretion, with or without notice.

15. Error reporting and feedback

You may provide us at support@breka.ai with information and feedback concerning errors, suggestions for improvement, ideas, problems, complaints and other matters related to the Service (“Feedback”). You acknowledge and agree that (i) you will not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback; (ii) the Company may have development ideas similar to the Feedback; (iii) the Feedback does not contain confidential or proprietary information from you or any third party; and (iv) the Company is under no obligation of confidentiality with respect to the Feedback. Where transfer of ownership of the Feedback is not possible under applicable mandatory law, you grant the Company and its affiliates an exclusive, transferable, irrevocable, free of charge, sublicensable, unlimited and perpetual right to use the Feedback in any manner and for any purpose.

16. Links to other websites

The Service may contain links to third party websites or services that we do not own or control. We have no control over, and assume no responsibility for, the content, information, privacy policies or practices of any third party website or service, and we do not warrant their offerings.

YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD PARTY WEBSITE OR SERVICE.

17. Important disclaimers and notices

NONE OF THE INFORMATION, SERVICE OR MATERIALS OFFERED THROUGH THE SERVICE CONSTITUTES OR IS INTENDED TO CONSTITUTE ADVICE OF ANY KIND, AND YOU SHOULD NOT ACT OR REFRAIN FROM ACTING ON THE BASIS OF ANY OF IT. ALL CONTENT ON THE SERVICE IS INFORMATION OF A GENERAL NATURE AND DOES NOT ADDRESS THE CIRCUMSTANCES OF ANY PARTICULAR USER. YOU ARE URGED TO CONSULT YOUR OWN ADVISERS.

You assume all risks and all costs associated with your use of the Service, including internet access fees, banking fees, transaction fees, back-up expenses, costs incurred for the use of your device and peripherals, and any damage to any equipment, software, information or data.

You are responsible for configuring your own information technology, computer programs and platform in order to access the Service, and you should use your own virus protection software.

The U.S. Department of the Treasury, through the Office of Foreign Assets Control (“OFAC”), prohibits us from engaging in all or certain commercial activities with certain sanctioned countries and with certain individuals, organizations and entities, including specially designated nationals listed by OFAC. If you use the Service, you expressly represent that you are not located in such a country and are not so listed. If we determine that the Service is being used by a prohibited person, we will take all actions necessary to terminate that access.

The Government of Canada prohibits us from engaging in all or certain commercial activities with certain sanctioned countries and with certain individuals, organizations and entities listed in the Consolidated Canadian Autonomous Sanctions List. If you use the Service, you expressly represent that you are not located in such a country and are not so listed. If we determine that the Service is being used by a prohibited person, we will take all actions necessary to terminate that access.

18. Disclaimer of warranty

THE SERVICE IS PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICE OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED IN IT. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR SOLE RISK.

NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH IT REPRESENTS OR WARRANTS THAT THE SERVICE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH IT WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

19. Limitation of liability

EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD US AND OUR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS HARMLESS FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES, INCLUDING ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, INCLUDING ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, AND ANY VIOLATION BY YOU OF ANY FEDERAL, PROVINCIAL, STATE OR LOCAL LAW, STATUTE, RULE OR REGULATION, EVEN IF WE HAVE PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF LIABILITY IS FOUND ON THE PART OF THE COMPANY, IT WILL BE LIMITED TO THE LESSER OF (1) THE AMOUNT PAID FOR THE PRODUCTS OR SERVICES DURING THE NINETY (90) DAYS PRIOR TO THE NOTICE OF CLAIM AND (2) FIVE THOUSAND DOLLARS (US$5,000.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

20. Indemnification

You agree to indemnify, defend and hold harmless the Company, its affiliates, officers, directors, employees, agents, licensors and suppliers from and against all claims, liabilities, damages, losses, costs, expenses and fees, including reasonable attorneys’ fees, that those parties may incur as a result of or arising from your violation, or the violation by anyone using your account, of these Terms, of any applicable law or regulation, or of the rights of any third party. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with that defense.

21. Release

You expressly agree that you and all users assume all risks in connection with your access to and use of the Service and all parts of it, and you expressly release the Company and its directors, officers, employees and agents (the “Releasees”) from, and hold them harmless against, all liability, claims, causes of action, losses, expenses and damages, whether arising in law or equity, including special, consequential, indirect, punitive and exemplary damages, economic loss, business disruption and attorneys’ fees, arising from or in any way related to the Service or any part of it. You expressly waive all such claims against the Releasees.

22. Termination

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, in our sole discretion, for any reason, including a breach of these Terms.

If you wish to terminate your account, you may simply discontinue using the Service.

All provisions of these Terms which by their nature should survive termination will survive, including ownership provisions, warranty disclaimers, indemnities and limitations of liability.

23. Changes to the service

We reserve the right to withdraw or amend the Service, and any service or material we provide through it, in our sole discretion and without notice. We will not be liable if all or any part of the Service is unavailable at any time or for any period. From time to time we may restrict access to some parts of the Service, or to the entire Service, including to registered users.

24. Amendments

We may amend these Terms at any time by posting the amended terms on or within the Service. It is your responsibility to review these Terms periodically. Your continued use of the Service following the posting of revised Terms means that you accept and agree to the changes. If you do not agree to the new terms, you are no longer authorized to use the Service.

25. Waiver and severability

No waiver by us of any term or condition set out in these Terms is a further or continuing waiver of that term or condition or a waiver of any other term or condition, and any failure by us to assert a right or provision under these Terms does not constitute a waiver of that right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, that provision will be eliminated or limited to the minimum extent necessary so that the remaining provisions continue in full force and effect.

26. Assignment

Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party, not to be unreasonably withheld. Notwithstanding, we may assign these Terms in its entirety, without your consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of our business, shares or assets. Any attempt to assign in breach of this section is void. Subject to the foregoing, these Terms bind and inure to the benefit of the parties and their respective successors and permitted assigns.

27. Acknowledgement

BY USING THE SERVICE OR ANY OTHER SERVICE PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND AGREE TO BE BOUND BY IT.

28. Independent legal advice

You acknowledge and confirm that before accepting these Terms the Company requested that you obtain independent legal advice with respect to the rights, obligations, disclaimers and notices in it. You confirm and agree that (1) you have accepted these Terms of your own volition and without any duress from the Company or any other person or entity, and (2) if you did not obtain independent legal advice before accepting these Terms, you will not raise that as a defense or otherwise in any proceeding relating to the enforcement of rights and obligations under it.

29. Force majeure

Neither party is responsible for its failure to perform its obligations under these Terms to the extent due to unforeseen circumstances or causes beyond its control, including acts of God, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, strikes, epidemics, and computer, telecommunications, internet service provider or hosting facility failures or delays involving hardware, software or power systems not within a party’s possession or reasonable control, provided that the party gives the other prompt written notice of the failure and its reason and uses reasonable efforts to limit the resulting delay.

30. Governing law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, and the federal laws of the United States of America applicable in it, without regard to its conflict of law provisions.

31. Dispute resolution

The parties will first attempt to resolve all claims, disputes and controversies arising under, out of or in connection with these Terms by conducting good faith negotiations between themselves. If the parties are unable to resolve the matter following good faith negotiations, they irrevocably and unconditionally submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, USA.

32. Contact

If you have any question about these Terms, contact us at support@breka.ai.