CyberMarket/Terms of Service

Cyberforce Marketplace Terms of Service

Effective Date: ___________________

These Marketplace Terms of Service ("Terms") constitute a legally binding agreement between Cyberforce Security LLC ("Cyberforce," "we," "us," or "our") and the individual or entity accessing or using the Cyberforce Marketplace ("Customer," "you," or "your"). By creating an account, accessing the Marketplace, purchasing or provisioning Products, or otherwise using the Marketplace, you agree to be bound by these Terms.

1. Definitions

1.1 "Marketplace" "Marketplace" means the Cyberforce online platform, portals, APIs, provisioning systems, management tools, billing systems, websites, applications, and related services operated by Cyberforce. 1.2 "Products" "Products" means software, subscriptions, cloud services, cybersecurity products, licenses, support offerings, managed services, integrations, or other offerings made available through the Marketplace. 1.3 "Vendor" "Vendor" means any third-party provider whose Products or services are offered through the Marketplace. 1.4 "Customer" "Customer" means the individual, company, organization, MSP, MSSP, or other legal entity using the Marketplace. 1.5 "Authorized User" "Authorized User" means any employee, contractor, representative, or agent authorized by Customer to access or use the Marketplace. 1.6 "Device" "Device" means any workstation, endpoint, server, browser instance, cloud workload, user account, virtual machine, mobile device, SaaS identity, or other asset protected, monitored, licensed, or managed by a Product, depending on the applicable Vendor licensing model.

2. Marketplace Access

2.1 Access Rights Subject to these Terms, Cyberforce grants Customer a limited, non-exclusive, revocable, non-transferable right to access and use the Marketplace for Customer's internal business purposes. 2.2 Account Responsibility Customer is responsible for: • maintaining accurate account information; • securing usernames, passwords, API keys, and authentication credentials; • enabling multi-factor authentication where available; • all activity occurring under Customer accounts; and • ensuring Authorized Users comply with these Terms. Customer shall promptly notify Cyberforce of any suspected unauthorized access or security incident involving Customer's Marketplace account. 2.3 Restrictions Customer shall not: • use the Marketplace for unlawful purposes; • interfere with Marketplace operations; • bypass or circumvent licensing restrictions; • reverse engineer Products except where permitted by law; • attempt unauthorized access to systems or data; • distribute malware or malicious code; • conduct unauthorized penetration testing against Marketplace infrastructure; or • use Products in violation of Vendor requirements. Cyberforce may suspend or terminate access immediately for suspected violations or security concerns.

3. Products and Services

3.1 Marketplace Role Cyberforce acts as a marketplace operator, reseller, distributor, and provisioning platform for Products offered by Vendors. Certain Products may be delivered, hosted, operated, or supported by third-party Vendors. 3.2 Product Availability Cyberforce may: • add or remove Products; • modify Marketplace functionality; • discontinue services; • change provisioning methods; or • restrict access to Products at any time and without liability. Cyberforce does not guarantee continued availability of any Product or Vendor service. 3.3 Vendor Terms Certain Products may require acceptance of additional end user license agreements ("EULAs"), acceptable use policies, privacy policies, export restrictions, or Vendor-specific terms. Customer agrees to comply with all applicable Vendor requirements.

4. Billing and Payment

4.1 Fees Customer agrees to pay all fees associated with Products, subscriptions, services, and Marketplace usage. Fees may include recurring subscriptions, usage-based billing, support fees, provisioning fees, implementation fees, or Vendor pass-through charges. 4.2 Billing Changes Cyberforce may modify pricing upon reasonable notice. Vendor-driven pricing changes may become effective immediately where required by the applicable Vendor. 4.3 Payment Obligations Unless otherwise agreed in writing: • invoices are due upon receipt; • subscriptions automatically renew; • fees are non-refundable; and • Customer remains responsible for all charges incurred under its account. Late balances may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. 4.4 Suspension for Non-Payment Cyberforce may suspend Marketplace access, provisioning rights, Product access, or administrative functionality for non-payment. Cyberforce shall not be liable for damages arising from suspension resulting from overdue balances.

5. Data, Privacy, and Security

5.1 Data Processing Customer acknowledges that Cyberforce and Vendors may process account information, licensing information, operational telemetry, device metadata, billing information, and related technical data to provide Marketplace services. 5.2 Customer Responsibility Customer is responsible for complying with applicable privacy laws, obtaining required consents, securing Customer environments, and protecting Customer systems and credentials. 5.3 Security Disclaimer Cyberforce does not guarantee prevention of cybersecurity incidents, detection of all malicious activity, uninterrupted protection, or compliance outcomes. Cybersecurity Products reduce risk but cannot eliminate all security threats.

6. Support

Unless otherwise agreed in writing: • Customer is responsible for first-level support for its internal users; • Cyberforce may provide commercially reasonable support assistance; and • Vendors may provide additional support directly or indirectly. Support availability may vary by Vendor and Product.

7. Confidentiality

Each party agrees to protect confidential information disclosed by the other party using reasonable safeguards and to use such information solely for purposes related to these Terms. Confidential information includes pricing, technical information, credentials, business information, security information, and non-public Vendor materials. Confidential information does not include information that becomes publicly available without breach, was already lawfully known, or is independently developed without use of confidential information.

8. Intellectual Property

Cyberforce, Vendors, and their licensors retain all ownership rights in the Marketplace, Products, software, trademarks, documentation, and related intellectual property. No ownership rights are transferred to Customer. Customer receives only the limited rights expressly granted under these Terms.

9. Disclaimers

THE MARKETPLACE AND PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, CYBERFORCE DISCLAIMS ALL WARRANTIES, INCLUDING: • MERCHANTABILITY; • FITNESS FOR A PARTICULAR PURPOSE; • NON-INFRINGEMENT; AND • UNINTERRUPTED AVAILABILITY. Vendor warranties, if any, are provided solely by the applicable Vendor.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: IN NO EVENT SHALL CYBERFORCE BE LIABLE FOR: • INDIRECT DAMAGES; • CONSEQUENTIAL DAMAGES; • LOST PROFITS; • LOST DATA; • BUSINESS INTERRUPTION; • LOSS OF GOODWILL; OR • SECURITY INCIDENT DAMAGES. CYBERFORCE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO CYBERFORCE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Indemnification

Customer agrees to defend, indemnify, and hold harmless Cyberforce and its officers, employees, affiliates, and Vendors from claims arising from: • Customer misuse of the Marketplace; • Customer violation of law; • Customer breach of these Terms; or • Customer infringement of third-party rights.

12. Termination

12.1 Termination by Customer Customer may stop using the Marketplace at any time subject to active subscription obligations. 12.2 Termination by Cyberforce Cyberforce may suspend or terminate access immediately for: • non-payment; • fraud; • security concerns; • sanctions violations; • misuse of Products; or • material breach of these Terms. 12.3 Effect of Termination Upon termination: • access rights immediately cease; • unpaid balances become due; and • Customer shall discontinue use of applicable Products where required. Certain subscriptions may remain active until expiration pursuant to Vendor requirements.

13. Electronic Acceptance

Customer agrees that electronic signatures, click-through agreements, electronic acceptance, and electronic records shall have the same legal effect as physical signatures and written agreements. Customer further agrees that records maintained by Cyberforce regarding acceptance of these Terms are admissible and binding.

14. Export Compliance

Customer shall comply with all applicable export laws, sanctions regulations, anti-corruption laws, and trade restrictions. Customer shall not provide access to Products to prohibited countries, sanctioned parties, or restricted users.

15. Force Majeure

Cyberforce shall not be liable for delays or failures resulting from causes beyond its reasonable control, including Vendor outages, internet failures, cyberattacks, labor disputes, acts of government, natural disasters, utility interruptions, or force majeure events.

16. Governing Law

These Terms shall be governed by the laws of the State of Texas, without regard to conflict of law principles. Any legal action arising from these Terms shall be brought exclusively in the state or federal courts located in Texas.

17. Entire Agreement

These Terms constitute the entire agreement between Customer and Cyberforce regarding Marketplace usage and supersede all prior discussions or agreements relating to the subject matter herein. Cyberforce may update these Terms from time to time. Continued use of the Marketplace following updated Terms constitutes acceptance of such updates.