These Terms of Service are incorporated as part of the written agreement between Truvantis, Inc (“Truvantis”) and every Client of Truvantis (“Client”), and each Client agrees to these terms as a condition of Truvantis providing any products and services to Client.
The services to be delivered by Truvantis may, from time to time, include locally or remotely initiated scanning and testing. The Client approves and authorizes all such scanning and testing and Client agrees to defend, indemnify and hold harmless Truvantis for any loss or liability that may arise from such scanning and testing.
All testing will be performed at times arranged with the Client and, if required, the hosting provider. Client will provide a list of stakeholders that must sign-off on any testing schedule. This may include internal staff along with external service providers. Client takes responsibility for notifying such external service providers and obtaining the necessary permissions for testing and scans, if required.
Should network security testing equipment be leased or loaned to the Client by Truvantis for the performance of these tests and not be returned within the agreed timeframe, the equipment will be considered leased to the Client at a rate of $1,000 per month until it is returned. Note that such test equipment may be leased by prior arrangement at a fraction of that cost. Monthly services do not carry forward month to month if unused. Any hours pre-purchased and not used will expire and be considered spent after 180 days.
Should Client equipment be sent to Truvantis for forensic testing or other services, Client will pick up such equipment or provide an address and payment for shipping costs so that equipment can be returned, within thirty (30) days of Truvantis providing notice that services are complete. If Client does not retrieve equipment or arrange for its return, Truvantis may charge $50 per day for secure storage of this device, or may arrange for its disposal, at Truvantis’ sole discretion.
Invoices shall be paid in full as set forth in the applicable invoice, but in any event no later than thirty (30) days from the date the invoice is sent. Client is responsible for all travel and other Truvantis incurred in performing services under this Terms. Client agrees, at its own expense, to operate in full compliance with all governmental laws, regulations and requirements applicable to Client and the duties conducted hereunder. It shall be the responsibility of the Client to pay for any necessary licenses, permits, insurance and approvals as may be necessary for the performance of services by Truvantis, unless otherwise specified in writing and agreed to by Truvantis.
Truvantis' relationship with Client will be that of an independent contractor, and nothing should be construed to create a partnership, joint venture, or employer-employee relationship. Truvantis is not legal counsel, and it cannot and does not provide legal advice. Any conversations or communications with Truvantis’ representatives are not to be considered legal opinions. Any documents provided by Truvantis should not be relied on as legal advice or as legally compliant. Truvantis advises Client to consult its own legal counsel regarding Client’s legal obligations.
This is not a work-for-hire agreement. The copyright in all deliverables created hereunder for Client shall belong to Truvantis. All intellectual property rights in all pre-existing works and derivative works of such pre-existing works and other deliverables and developments made, conceived, created, discovered, invented or reduced to practice in the performance of the Services hereunder are and shall remain the sole and absolute property of Truvantis, subject to a worldwide, non-exclusive license to Client for its internal use as intended under this Agreement, and Truvantis retains all moral rights therein. This Agreement does not grant Client any license to any of Truvantis’ products, which products must be separately licensed. Truvantis may subcontract its obligations and rights to a third-party.
If Truvantis incurs any costs, expenses, or fees, including reasonable attorney’s fees and professional collection services fees, in connection with the collection or payment of any amounts due it, Client agrees to reimburse Truvantis for all such costs, expenses and fees.
Unless otherwise agreed in writing, service fees will be fixed for the first year and will be increased at a rate of 2-6% annually on anniversary date of subscription.
Truvantis may from time to time deploy staff onsite at the agreed Client facility. Two seats/desks/cubes will be made available along with Internet connection for Truvantis' staff use. Truvantis staff will either use Truvantis issued laptops or Client issued devices at Client's choice. Client will provide key and/or badge access to Truvantis staff assigned to the Client.