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Last Updated: 08/04/2025
THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES.
IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM OR OTHER DOCUMENT THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, you may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement was last updated on July 1, 2025. It is effective between You and Us as of the date of You accepting this agreement.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means this Master Subscription Services Agreement (SaaS).
“Beta Services” means [Compyl] services or functionality that may be made available to Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.
“Documentation” means the applicable Service’s documentation, and its usage guides and policies, as updated from time to time, accessible via https://compyl.readme.io/ or logging in to the applicable Service.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Marketplace” means an online directory, catalog or marketplace of applications that interoperate with the Services, including, for example, the AWS marketplace located at https://aws.amazon.com/marketplace, the Microsoft Azure Marketplace located at https://portal.azure.com/#blade/Microsoft_Azure_Marketplace/, and any successor websites.
“Non-Authorized Application” means a Web-based, mobile, offline or other software application functionality that is provided by You or a third party and interoperates with a Service, including, for example, an application that is developed by or for You, is listed on a Marketplace, or is identified as non-authorized by a similar designation.
“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between You and Us or any of Our Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
“Purchased Services” means Services that You or Your Affiliate purchase under an Order Form, as distinguished from those provided pursuant to a free trial.
“Services” means the products and services that are ordered by You under an Order Form or provided to You under a free trial, and made available online by Us as described in the Documentation.
“User” means an individual who is authorized by You to use a Service, for whom You have purchased a subscription (or in the case of any Services provided by Us without charge, for whom a Service has been provisioned), and to whom You (or, when applicable, Us at Your request) have supplied a user identification and password (for Services utilizing authentication). Users may include, for example, Your employees, consultants, contractors and agents.
“We,” “Us”, “Our” or “Compyl” means InfoSecToolkit, Inc. (d/b/a/ Compyl) described in Section 12 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction).
“You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity which have signed Order Forms.
If You register for a free trial through a Marketplace, or if Compyl agrees to provide access to the Services as part of a Proof of Concept (“POC”), We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial or POC period for which You were granted access, (b) the start date of any Purchased Service subscriptions ordered by You, or (c) termination by Us in our sole discretion. Additional trial or POC terms and conditions may appear on the trial registration web page or be provided in a separate written agreement. Any such additional terms are incorporated into this Agreement by reference and are legally binding.
NOTWITHSTANDING SECTION 8 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS), DURING ANY FREE TRIAL OR POC, THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
Please review the applicable Service Documentation during the trial or POC period so that You become familiar with the features and functions of the Services before You make Your purchase.
Provision of Purchased Services. We will (a) make the Purchased Services available to You pursuant to this Agreement and the applicable Order Forms, (b) provide applicable Compyl standard support for the Purchased Services to You at no additional charge, and/or upgraded support if purchased, and (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Our reasonable control.
Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.4 (Compelled Disclosure), or (c) as You expressly permit in writing.
Subscriptions. Unless otherwise provided in the applicable Order Form or Documentation, (a) Services are purchased as subscriptions for the term stated in the applicable Order Form, (b) subscriptions may be added during a subscription term, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.
Your Responsibilities. You will (a) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Us promptly of any such unauthorized access or use, and (d) use Services only in accordance with this Agreement, Documentation, Order Forms and applicable laws and government regulations.
Fees. You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form.
Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our licensors reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
License by You to Host Your Data. You grant Us and Our Affiliates a worldwide, limited-term license to host, copy, transmit and display Your Data as necessary for Us to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data.
Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) and shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement.
Each party represents that it has validly entered into this Agreement and has the legal power to do so. We warrant that the Services will perform materially in accordance with the applicable Documentation. For any breach of such warranty, Your exclusive remedies are those described in Section 11 (Termination).
We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that any Service infringes or misappropriates such third party’s intellectual property rights, and will indemnify You from any damages, attorney fees and costs finally awarded against You.
You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of the Services in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights, or violates applicable law.
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE 12 MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.
IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES.
This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated. Either party may terminate this Agreement for cause (i) upon 30 days written notice if the other party is in material breach and such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency.
You are contracting with: InfoSecToolkit, Inc. (d/b/a Compyl), a Delaware corporation.
Notices should be addressed to: 440 N Barranca Ave #3853, Covina, CA 91723
Governing Law: Delaware
Jurisdiction: Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States or the courts of the State of Delaware.
If You are domiciled in: | You are contracting with: | Notices should be addressed to: | The governing law is: | The courts having exclusive jurisdiction are: |
The United States of America, Canada, Mexico or a Country in Central or South America or the Caribbean | InfoSecToolkit, Inc., (d/b/a Compyl), Inc., a Delaware corporation | InfoSecToolkit, Inc., (d/b/a Compyl), Inc., 217 Franklin St, Unit 3, Brooklyn, NY 11222, Attn: Stas Bojoukha, with a copy to [email protected] | New York and controlling United States federal law | New York, New York, U.S.A. |
A Country in Europe, the Middle East or Africa | InfoSecToolkit, Inc., (d/b/a Compyl), Inc., a Delaware corporation | InfoSecToolkit, Inc., (d/b/a Compyl), Inc., 217 Franklin St, Unit 3, Brooklyn, NY 11222, Attn: Stas Bojoukha, with a copy to [email protected] | New York and controlling United States federal law | New York, New York, U.S.A. |
A Country in Asia or the Pacific region | InfoSecToolkit, Inc., (d/b/a Compyl), Inc., a Delaware corporation | InfoSecToolkit, Inc., (d/b/a Compyl), Inc., 217 Franklin St, Unit 3, Brooklyn, NY 11222, Attn: Stas Bojoukha, with a copy to [email protected] | New York and controlling United States federal law | New York, New York, U.S.A. |
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 to best accomplish the objectives of the original provision. No joint venture, partnership, employment, or agency relationship exists between You and Us as a result of this Agreement. Our failure to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.