CIP Cyber reserves the right to modify these Terms. CIP Cyber will post the most current version of these Terms at the Site. If CIP Cyber makes material changes to these Terms, CIP Cyber will change the “Last Updated” date at the top of this Site. If You do not accept the changes, stop using the Site immediately. Your continued use of the Site and the Services after CIP Cyber publishes or notifies You about CIP Cyber’s changes to these Terms means You consent to the updated terms.

1. Account Registration; Confidentiality.  To access the Services, You must create an account on our Site (“Account”) by completing a registration form and providing Your first and last name, Your email address, and a password of Your choice. When registering with CIP Cyber, You must: (a) provide true, current, accurate, and complete information about Yourself on the registration form and (b) maintain such information so it continues to be true, current, accurate, and complete.  You are responsible for maintaining the confidentiality of, and You agree not to share or transfer Account passwords, access designations, and content created by CIP Cyber, its affiliates, or their respective third-party licensors and made available to You for downloading from the Site (“Course Content”).  Only You may use Your Account.  If You become aware of unauthorized use of the Services or Your Account, or have questions about Your Account, contact CIP Cyber Support at support@cipcyber.com.
2. Age Requirement.  To create an Account, You must be at least 18 years of age.
3. Entity Registration.  If an entity (e.g., employer) provided You with Your Account, this entity has rights to Your Account and may: (a) manage Your Account (including suspending or canceling); (b) reset Your password; and (c) view Your usage and data, including how and when Your Account is used.
4. Email Communication.  By registering an Account with CIP Cyber or purchasing or signing up for Services, You understand CIP Cyber may send (including via email) You information regarding the Services, such as: (a) notices about Your use of the Services, including use violations; (b) updates to the Services and new features, functionalities, services, or products; (c) promotional information regarding CIP Cyber or third party products and services; and (d) payment receipts, invoices or other records of your purchase from CIP Cyber (“Proofs of Entitlement”). You may unsubscribe from promotional communications by following the instructions in the notices.  If You do not consent to receive notices (other than promotional information) electronically, stop using the Services.

1. Privacy Policy.  The CIP Cyber Privacy Policy identifies how CIP Cyber collects, stores, protects, and uses information collected about You to operate and provide the Services. You acknowledge Your use of the Services is subject to the Privacy Policy, and You agree to the Privacy Policy.
2. Your Content.  If You upload or post content to the Site (“Your Content”), Your Content will be considered non-confidential and non-proprietary.  By providing Your Content on the Site, You grant CIP Cyber, its affiliates, and its third-party licensors and suppliers (“Third-Party Providers”), and each of their respective licensees, successors, and assigns, the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties Your Content.  You represent and warrant that You are either the original owner of Your Content or You have the necessary rights and permissions to authorize CIP Cyber to use Your Content (including any consents necessary to share information relating to identified or identifiable individuals).  You agree to give CIP Cyber evidence of such rights and permissions if CIP Cyber requests.  You understand and acknowledge that You are responsible for Your Content, and You, not CIP Cyber, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.  CIP Cyber is not responsible or liable to any third party for the content or accuracy of Your Content.
3. Aggregated Data. CIP Cyber may collect, develop, create, extract, compile, synthesize, analyze, use, and/or commercialize, or share de-identified, aggregated data regarding Your use of the Services (“Aggregated Data”) for any purpose, including to: (i) maintain, improve, market, and promote our Services; (ii) identify, understand, and anticipate performance and security issues and the factors that affect them; (iii) provide updates, enhancements, and personalized experiences to our customers; and (iv) research and develop new products and services.  CIP Cyber retains all intellectual property rights with respect to such Aggregated Data.

1. General Prohibitions.  You agree You will not, nor will You encourage or assist others to, harm the Services or use the Services to harm others.  Additionally, You must not:

   (a) conduct activity designed to overload, harm, disable, or impair the Services (or any network connected to the Services);

   (b) resell, redistribute, repackage, rent, lease, or sub-license the Services or any part of it;

   (c) use or attempt to use unauthorized means to modify, reroute, or gain access to the Services;

   (d) use any malicious automated process or service (such as malware bots, spiders, or periodic cachings of information stored by CIP Cyber) to access or use the Services;

   (e) use the Services to violate applicable laws;

   (f) distribute, post, share, or use information for which You do not own the necessary intellectual property rights or licenses (including but not limited to publicly attributing Services results from CIP Cyber’s third party licensors, suppliers, or channel partners without the appropriate third party’s express written permission);

   (g) reverse-engineer (including reverse compiling to ensure interoperability), decompile, disassemble, modify, translate, or make any attempt to discover or gain access to the source files, or structure of all or any portion of Services or create derivative works from Services;

   (h) remove any copyright or other proprietary notations from the Services or any related documentation; or

   (i) use a Service in any manner not authorized by these Terms.

2. Non-Solicitation. You agree not to use the Site to recruit, solicit, or contact any CIP Cyber employee or CIP Cyber student for employment or contracting. Violation will result in a permanent ban from the Site.
3. Uploading; Publishing. You hereby shall not upload, post, or publish any unauthorized advertising or post inappropriate, offensive, racist, hateful, sexist, pornographic, false, or misleading content to the Site.
4. Compliance with Applicable Laws. Your access and other activities relating to the Site and the products must comply with all applicable laws, including laws related to copyrights and other intellectual property use.

   (a) ITAR. International Traffic in Arms Regulations (“ITAR”) controls the dissemination of technical data related to weapons, weapon systems, and other defense articles contained on the U.S. Munitions List. You agree not to use or allow a third party under Your control to submit content that is subject to ITAR maintained by the U.S. Department of State (i.e. ITAR-controlled technical data), or otherwise cause CIP Cyber to provide a Defense Service as defined in ITAR.

   (b) Compliance with Export Control Laws You represent and warrant that neither You, nor any party that owns or controls or is owned or controlled by You, is (i) a resident of, located in, or organized under the laws of any country or region subject to economic or financial sanctions or trade embargoes imposed, administered, or enforced by the European Union, the United Kingdom, or the United States; (ii) an individual or entity on the Consolidated List of Persons, Groups, and Entities Subject to European Union Financial Sanctions; the U.S. Department of the Treasury’s List of Specially Designated Nationals and Blocked Persons or Foreign Sanctions Evaders List; the U.S. Department of Commerce’s Denied Persons List or Entity List; or any other sanctions or restricted persons lists maintained by the European Union, the United Kingdom, or the United States; or (iii) otherwise the target or subject of any applicable laws relating to the implementation of economic sanctions, export controls, trade embargoes, or other related restrictive measures, including those administered or enforced by the European Union, the United Kingdom, or the United States of America (“Sanctions and Export Control Laws”).  You further represent and warrant that You will not, directly or indirectly, export, re-export, transfer, or otherwise make available (x) the Services; or (y) any data, information, software programs and/or materials resulting from the Services (or direct product thereof) to any country, region, or person described in this clause or in violation of, or for purposes prohibited by, Sanctions and Export Control Laws, including for proliferation-related end uses.

1. License Grant.  CIP Cyber grants You a non-exclusive, non-transferable, non-sublicensable license to access the Site, including temporarily downloading one copy of the Course Content for personal, non-commercial transitory viewing only. In addition to the restrictions stated in Section 4 (Acceptable Use), You may not:
   

   (a) modify or copy the Course Content;

   (b) use the Course Content for any commercial purpose, or for any public display (commercial or non-commercial);

   (c) attempt to decompile or reverse engineer any software contained on the Site;

   (d) remove any copyright or other proprietary notations from the Course Content; or

   (e) transfer the Course Content to another person or “mirror” the Course Content on any other server.

2. Permitted Third Party Usage. You may permit Your employees and agents, Your affiliates, and any third parties to You or Your affiliates outsource information technology functions (“Outsourced Providers”) to use the Services provided that: (a) You shall provide prior written notice to CIP Cyber of the names and contact information of the Affiliates and Outsourced Providers in the applicable Quote for the Services; (b) Your employees and agents, Your Affiliates, and Your Outsourced Providers shall only use and/or operate the Services, in accordance with the rights and restrictions granted herein; (c) the actual usage of Services by You, Your employees and agents, Your Affiliates, and Your Outsourced Providers in aggregate shall not exceed any aggregate limits in the Proof of Entitlement You purchased; (d) You shall ensure that Your employees and agents, Your Affiliates, and Your Outsourced Providers understand and comply with these Terms; and (e) You shall be responsible for the acts and omissions of Your employees’ and agents’, Your Affiliates’, and Your Outsourced Providers’ use of the Services.

1. Links to Third-Party Websites. CIP Cyber has not reviewed all of the websites linked to the Site and is not responsible for the contents of any such linked website. The inclusion of any link does not imply endorsement by CIP Cyber of the linked website. Use of any such linked website is at Your own risk.
2. Linking to the Site. You may link to the Site, provided You do so in a way that is fair and legal and does not damage CIP Cyber’s reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on CIP Cyber’s part without CIP Cyber’s express written consent.

1. Updates. CIP Cyber may make unscheduled deployments of changes, releases, improvements, or enhancements to the Services any time. During such deployments, You acknowledge certain features and functionality of the Services may be unavailable and outages may occur. CIP Cyber does not, however, make any commitment to update the Course Content or the Site.
2. Suspension and Termination of Services. CIP Cyber may suspend or terminate the Services or part thereof, at any time, in its sole discretion, if CIP Cyber believes You are in violation of the Terms or applicable laws.
3. Modifications. CIP Cyber may modify and/or remove Services and/or Course Content, or suspend or stop the Services altogether, without notice.

1. Ownership of Site and Services. All contents of the Site and Services, including but not limited to logos, designs, text, software, technical drawings, configurations, graphics, files, icons, images, audio clips, and their compilation (meaning the selection, collection, assembly, arrangement) belong to CIP Cyber, its affiliates, and/or their Third-Party Providers. CIP Cyber, its affiliates, or their Third-Party Providers own and reserve all right, title, and interest in and to the Services and all hardware, software, and other items used to provide the Services, other than the rights expressly granted to You to use the Services. No title to, or ownership of, intellectual property or proprietary rights related to the Services is transferred to You pursuant to these Terms.
2. Feedback. In the event You make suggestions to CIP Cyber regarding features, functionality, modifications, enhancements, improvements, or performance (“Feedback”) that CIP Cyber adopts for its products or services, such Feedback shall be deemed automatically assigned under these Terms to CIP Cyber and become the sole and exclusive property of CIP Cyber.  You agree that any Feedback you provide to CIP Cyber is non-confidential.
3. Trademarks. The Service include marks and trademarks that belong to CIP Cyber, as disclosed on the Site and in the Services. All other trademarks, service marks, registered trademarks, or registered service marks are the property of their respective owners.

CIP Cyber respects the intellectual property of others and will respond to alleged copyright infringement notices that comply with applicable laws.

CIP Cyber reserves the right to close Your account or remove information alleged to violate copyright laws or these Terms.

Report alleged copyright violations to:
CIP Cyber Inc., Attn: Legal Department, 5650 Breckenridge Park Drive, #201, Tampa, FL 33610

1. Fees. You agree to pay the fees as stated on the Site when You purchase that Service (“Fees”). CIP Cyber reserves the right to change its Fees any time. Discounts and changes in Fees do not apply to completed purchases.
2. Payment Method. You must provide CIP Cyber current, complete, accurate, and authorized payment method information. You authorize CIP Cyber or Payproglobal, CIP Cyber’s third party payment processing service provider, to immediately charge Your payment method for the Services You select. Upon receiving Your payment, CIP Cyber will provide You a Proof of Entitlement.
3. Taxes. All Fees for Services do not include all transaction taxes, including foreign withholding taxes, and local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added taxes, excise, use, goods and services taxes, and consumption taxes (“Taxes”). CIP Cyber may calculate taxes payable by You based on the billing information You provide at the time of purchase. All Fees are payable in full and without reduction for Taxes.  You shall not withhold from Fees the Taxes imposed upon You by a taxing authority. You are responsible for paying all Taxes associated with Fees, excluding CIP Cyber income taxes. If You are legally entitled to an exemption from the payment of Taxes, You will promptly provide CIP Cyber with legally sufficient tax exemption certificates for each taxing jurisdiction for which You claim exemption. Unless otherwise prohibited by law, CIP Cyber will apply the benefits of a requested tax exemption to charges after the date CIP Cyber receives and reasonably processes the tax exemption certificates.
4. Currency. You will pay the Fees in the currency CIP Cyber quotes at the time of purchase. CIP Cyber reserves the right to change the eligible currencies any time. You are responsible for all charges related to using the purchased Services (including data charges and currency exchange settlements).
5. Refunds If You purchase Services and request a refund within twenty-five (25) days of purchase, CIP Cyber will refund You the Fees paid for such Services, provided that (a) You have not progressed more than five (5) percent through any course; and (b) You have not previously obtained a course certificate through the Site.  Refunds may take at least ten (10) business days to process.  Shipping, handling, taxes, and other charges are not refundable, except in jurisdictions where these items are refundable per applicable laws. You may request refunds by email
6. Non-refundable and No Cancellation. Except as specifically set forth in these Terms, all payment obligations are non-cancelable, and all payments made are non-refundable, to the extent not prohibited by applicable laws.

1. Term.  These Terms shall remain in effect until terminated pursuant to this Section 11
2. Termination.  CIP Cyber may terminate Your access to or use of the Site or Services for any reason, including if You breach the provision of these Terms.  Upon termination of this license, You must destroy any Course Content in your possession whether in electronic or printed format.  If Your use of a paid Service is terminated for reasons other than Your breach of these Terms, CIP Cyber shall provide a refund for any prepaid, unused Fees.

You will defend and indemnify CIP Cyber, its affiliates, and their officers, directors, employees, agents, successors, and assigns (collectively, “CIP Cyber Indemnified Parties”), against any third-party claim, demand, lawsuit, dispute, or proceeding (“Claim”): (a) that Your, Your affiliates’, or Your Outsourced Providers’ use of the Services in breach of these Terms infringes or misappropriates a registered trademark, copyright, trade secret, or United States registered patent (to the extent such infringement or misappropriation is not the result of CIP Cyber’s actions); (b) relating to Your, Your Affiliates’, or Your Outsourced Providers’ use of the Services in violation of Services use restrictions (including Section 4 (Acceptable Use)); or (c) relating to the acts and omissions of Your Affiliates’ or Your Outsourced Providers’ use of the Services. You will, with respect to any Claim against CIP Cyber Indemnified Parties that is subject to this Section 12 (Indemnification), indemnify CIP Cyber Indemnified Parties for damages, attorneys’ fees, expert witness fees, and litigation costs finally awarded against CIP Cyber Indemnified Parties to such third party by a court of competent jurisdiction or agreed in settlement.

THE COURSE CONTENT AND THE SITE ARE PROVIDED “AS IS”. NEITHER CIP CYBER NOR ANY OF ITS THIRD-PARTY PROVIDERS MAKES ANY (AND EACH PARTY SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND HEREBY DISCLAIMS AND NEGATES ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES OR CONDITIONS: (A) ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (B) OF: (I) SATISFACTORY QUALITY; (II) FITNESS FOR A PARTICULAR PURPOSE; (III) NON-INFRINGEMENT; OR (IV) INTEROPERABILITY WITH THIRD-PARTY PRODUCTS OR SERVICES; AND (C) THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS. FURTHERMORE, CIP CYBER DOES MAKE ANY REPRESENTATIONS OR WARRANTIES CONCERNING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF THE COURSE CONTENT OR THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OF IMPLIED WARRANTIES. IN SUCH AN EVENT, THE ABOVE EXCLUSIONS WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY LAW.

IF YOU ARE DISSATISFIED WITH THE SERVICES OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL CIP CYBER’S AND ITS AFFILIATES’ TOTAL AND CUMULATIVE LIABILITY, FOR ALL CLAIMS OF ANY NATURE ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL FEES PAID BY YOU TO CIP CYBER FOR THE SPECIFIC SERVICES UPON WHICH THE FIRST EVENT GIVING RISE TO LIABILITY WAS BASED (“LIABILITY EVENT”) DURING THE TWELVE (12) MONTHS PRECEDING THE LIABILITY EVENT DATE, OR ONE HUNDRED UNITED STATES DOLLARS (US $100), WHICHEVER IS MORE.

IN NO EVENT WILL CIP CYBER BE LIABLE FOR YOUR COSTS TO PROCURE SUBSTITUTE GOODS OR SERVICES.

THE LIMITATIONS AND EXCLUSIONS APPLY EVEN IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.

N NO EVENT WILL CIP CYBER OR ITS AFFILIATES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER, LOSS OF PROFITS OR REVENUE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF THE USE OF MONEY, LOST OF ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, LOSS OF REPUTATION, LOSS OF, OR DAMAGE TO, OR CORRUPTION R USE OF DATA, DAMAGE TO FIXTURES, STRUCTURES OR WIRING, OR ELECTRICITY LOSS, RESULTING FROM USE OF HARDWARE PRODUCTS) HOWEVER CAUSED, WHETHER BASED IN CONTRACT, TORT, WARRANTY, NEGLIGENCE, OR OTHER LIABILITY THEORY, EVEN IF CIP CYBER HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT, THE ABOVE EXCLUSIONS WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY LAW.

1. Governing Law. These Terms will be construed and enforced in all respects in accordance with the laws of the State of Florida, U.S.A., without reference to its choice of law rules.
2. Venue. In the event of a Claim arising out of the Terms, the parties submit to exclusive venue in, and the exclusive jurisdiction of, federal and state courts, as applicable, located in Tampa, Florida, U.S.A.
3. Equitable Relief. The foregoing does not restrict either party from enforcing a judgment or seeking equitable relief without having to prove actual damages or posting bond from any court of competent jurisdiction.

You agree these Terms affect interstate commerce and the Federal Arbitration Act, 9 U.S.C. § 1 et seq. governs the interpretation and enforcement of these arbitration provisions, not state law. This Section 16 (MANDATORY ARBITRATION AND CLASS ACTIONS WAIVER) is intended to be interpreted broadly and, subject to the Excluded Claims, governs Claims between CIP Cyber and You, including but not limited to Claims arising out of or relating to any aspect of the relationship between the parties, whether based in contract (including formation, performance, breach), tort (including intentional tort), statute, fraud, misrepresentation, or other legal theory, including consumer protection, advertising, common law; Claims arising out of or relating to these Terms, and/or Your download of, access to, or use of Services; Claims that arose before these Terms; and Claims that may arise after the termination or expiration of these Terms or the Services.

Excluded Claims. Excluded Claims are Claims that can be resolved in the Small Claims Courts located in (1) San Francisco, California, U.S.A.: https://www.sfsuperiorcourt.org/divisions/small-claims , Department 506, 400 McAllister Street, San Francisco, CA 94102-4514 or (2) Tampa, Florida, U.S.A.: https://www.hillsclerk.com/Court-Services, Hillsborough County Courthouse, 800 E. Twiggs St. Tampa, FL 33602, Tel: (813) 276-8100. (“Excluded Claims”).

Initial Dispute Resolution. If You have a Claim involving CIP Cyber, You agree that before taking formal action, You will email CIP Cyber at support@cipcyber.com, and provide a written description of the Claim and Your contact information. The parties agree to use reasonable efforts to settle any Claim, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

Binding Arbitration. If the parties do not reach a mutually agreed solution within thirty (30) days from the time informal dispute resolution is initiated under the above Initial Dispute Resolution paragraph, either party may initiate binding arbitration as the sole means to resolve Claims (except for Excluded Claims). Except for Excluded Claims, all Claims arising out of or relating to these Terms, the parties’ relationship with each other, and/or Your use of the Services shall be finally settled by binding arbitration administered by JAMS (or, if unavailable, such other similar group that can provide former judges as arbiters) in accordance with the JAMS Streamlined Arbitration Procedure Rules for Claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for Claims exceeding $250,000, in effect at the time the arbitration is initiated, excluding rules or procedures governing or permitting class actions, by a single arbiter who is (a) fluent in written and spoken English, and (b) skilled and experienced with software, software-as-a-service applications, and Internet services.

Confidentiality. The parties shall maintain the confidential nature of the arbitration proceeding and the award, including the arbitration hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.

Venue. The place of arbitration may be (a) virtual, (b) San Francisco, California, U.S.A or (c) Tampa, Florida, U.S.A. You and CIP Cyber agree to submit to the personal jurisdiction of federal or state courts located in San Francisco County, California, U.S.A. or Tampa, Florida, U.S.A. in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

Arbitrator’s Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all Claims (except for the Excluded Claims) arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including but not limited to any Claim that all or any part of these Terms is void or voidable, whether a Claim is subject to arbitration, any unconscionability challenge, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief available in a court under law or in equity, subject to Section 14 (LIMITATION OF LIABILITY). The arbitrator’s award shall be written and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The judgment of the arbitrator will be final, non-appealable (to the extent not inconsistent with Applicable Laws).

Award. The arbitrator shall award to the prevailing party, if any, costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If a party prevails on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.

No Jury or Court Trial. The parties understand that, absent this Section 16 (MANDATORY ARBITRATION AND CLASS ACTIONS WAIVER), they would have the right to sue in court and have a jury or court trial. They understand that, in some instances, arbitration costs could exceed litigation costs and the right to discovery may be more limited in arbitration than in court.

CLASS ACTION WAIVER. The parties agree that the arbitration shall be conducted in the party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND CIP Cyber AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. NEITHER YOU NOR CIP Cyber WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CIP Cyber CUSTOMERS OR USERS IN COURT OR IN ARBITRATION. You cannot seek relief that will affect other CIP Cyber customers or users. The arbitral tribunal has no power to consider the enforceability of this Class Action Waiver and any challenge to the Class Action Waiver may only be raised in a court of competent jurisdiction. If any court determines this Class Action Waiver is void or unenforceable for any reason or an arbitration can proceed on a class basis, then the arbitration provisions set forth in this Section 16 (MANDATORY ARBITRATION AND CLASS ACTIONS WAIVER) shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate Claims.

30-Day Right to Opt Out. You may opt out and not be bound by Section 16 (MANDATORY ARBITRATION AND CLASS ACTIONS WAIVER) by sending written notice (including name, physical address, email, telephone, and a clear statement that You want to opt out of this Section 16 (MANDATORY ARBITRATION AND CLASS ACTIONS WAIVER)) to opt out to CIP Cyber Inc., 5650 Breckenridge Park Drive, #201, Tampa, FL 33610, Attn: Legal, with a copy to: support@cipcyber.com, within thirty (30) days of Your acceptance of these Terms. Otherwise You shall be bound to arbitrate Claims in accordance with Section 16 (MANDATORY ARBITRATION AND CLASS ACTIONS WAIVER). If You opt out of Section 16 (MANDATORY ARBITRATION AND CLASS ACTIONS WAIVER), CIP Cyber also will not be bound by Section 16.

(a) No Publicity. Neither party will use the other party’s name, logos, identifiers, trademarks, and symbols in any customer or vendor lists, advertisements, websites, news or press releases, without the other party’s written approval.

(b) Severability. In the event any provision of these Terms becomes or is declared by a court of competent jurisdiction to be illegal, void, or unenforceable, the remainder of the Terms continue in full force and effect and the application of such provision will be interpreted so as reasonably to effect the parties’ intent.

(c) Force Majeure. Except for Your obligations under Section 10 (Fees; Payment; Taxes), in the event that either party is prevented from performing, or unable to perform obligations under the Terms due to causes beyond the reasonable control of an affected party, including, without limitation, pandemics, wars, wind, natural disasters, lightning, fires, earthquakes, floods, hurricanes, riots, acts of God, internet service provider failures or delays, or denial or service attacks (“Force Majeure Event”), the affected party’s performance will be excused and the time for performance extended for the period of delay or inability to perform due to such occurrence. You understand that the Services may not be provided in countries listed on the Office of Foreign Assets Control sanction list and that Your rights to Services may be restricted in such countries and such prohibitions shall not constitute a Force Majeure Event.

(d) Integration. These Terms constitute the entire agreement between the parties and supersedes all prior agreements or communications between the parties with regard to the subject matter. Subject to Section 1 (Changes to These Terms), these Terms may not be amended or modified except by a writing signed by each party. These Terms supersedes and controls over conflicting or additional terms and conditions of any purchase order, acknowledgement, confirmation, or other document You issue.

(e) Assignment. You will not, directly, indirectly, by operation of law or otherwise, assign or transfer all or part of these Terms or its rights or delegate performance of its duties without the prior written consent of CIP Cyber. Any attempted assignment or transfer by You without consent shall be void and of no effect. CIP Cyber may assign the Terms without obtaining Your consent: (i) to an CIP Cyber affiliate; or (ii) in connection with a successor in interest in a merger, acquisition, reorganization, sale of all or substantially all of the assets, or other change of control. Subject to the foregoing, the Terms will be fully binding upon, inure to the benefit of, and be enforceable by, the parties and their respective permitted successors and assigns.

(f) Third Party Beneficiaries. Nothing in these Terms shall confer, or is intended to confer, on any third party any benefit or the right to enforce these Terms.

(g) Relationship. The parties enter into the Terms as independent contracting parties. Neither party will have, or hold itself out as having, any right or authority to incur any obligation on behalf of the other party. These Terms will not be construed to create an association, joint venture, or partnership between the parties or to impose any partnership liability upon any party.

(h) Nonwaiver. The failure of either party to insist upon or enforce strict performance of any Terms provision or to exercise rights or remedies under the Terms will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision, right, or remedy in that or any other instance; rather, the same will remain in full force and effect.

(i) Notices. Notice given by a party to any other party will be in writing and effective upon confirmed delivery as follows: (i) if to You, when sent via email or physical address specified in Your Account or otherwise on record for You; and (ii) if to CIP Cyber, when sent to 5650 Breckenridge Park Drive, #201, Tampa, FL 33610, Attn: Legal. A notice must specifically reference that it is a notice given under these Terms. Emailed notices will be considered given and received when the email is sent. You agree to accept service of process by mail.

(j) Survival. Sections 8 (CIP Cyber Proprietary Rights), 10 (Fees; Payment; Taxes); 13 (Disclaimer of Warranties); 14 (LIMITATION OF LIABILITY); 15 (Governing Law; Venue); 16 (MANDATORY ARBITRATION AND CLASS ACTIONS WAIVER); and 17 (Miscellaneous) survive expiration or termination of the Terms or the Services.