These FrameCyber Subscription Terms, together with the other documents incorporated into this Agreement govern each subscription to FrameCyber (a “Subscription”) and any and all access to or use of FrameCyber Services. Please read this Agreement carefully. By clicking “I agree” upon checkout or otherwise signifying your acceptance of this Agreement or by using any FrameCyber Services, you are agreeing to be legally bound by this Agreement.
1. Definitions of the terms used in this Agreement can be found here.
2. FrameCyber Subscription and License. Customer hereby subscribes for access to and use of FrameCyber with the number of Units specified in the Website check out page (the “Subscribed Units”), in addition to any Units that the Customer has already subscribed for hereunder during the then applicable subscription term. DFS grants to the Customer, and Customer accepts from DFS, a non-exclusive, non-transferable and non-sub-licensable license during the Term (the “License”) to allow its Users to access and use FrameCyber and access, create, upload, modify, copy, and/or download up to the number of Studies therein that are permitted based on the number of Units that have been subscribed for by or for Customer, on the terms and subject to the conditions and limitations set forth in this Agreement.
3. Accessing the FrameCyber System.
(i) FrameCyber may be hosted by DFS and accessed by and used by Customer through the internet via client software delivered to the customer or Customer may deploy a local installation of both host and client software.
(ii) Customer is responsible for the internet connectivity, software and other technology needed to access and use the FrameCyber Service.
4. Per User Subscription. A Single User Subscription entitles the Customer to 10 studies per Unit that the Customer subscribes for during the Annual Term.
Under a FrameCyber Enterprise Subscription, the Customer Users are entitled to collectively access the Studies licensed by a single Enterprise. The default Enterprise Subscription covers 5 Users and 50 Studies.
A “Study” is an assessment, a control document, an event catalog, a glossary, an issue catalog, a metric catalog , a risk document, a threat catalog, or a custom risk analysis report template that is created, modified or stored in FrameCyber.
If you are anticipating that you will need to conduct studies across multiple enterprises, please contact us for additional options.
5. Users. The Users are the individuals who are registered FrameCyber users on behalf of Customer, and are authorized by Customer’s Account Administrator to access, edit, download, add and delete Studies and Customer Materials in the Customer’s FrameCyber Account. Only one User is permitted for each Unit subscribed for. Conversely, the number of Users is only limited by the number of Units subscribed for.
6. Account Administrators. Every FrameCyber Customer account must have an Account Administrator, who is the person who acts as the administrator of a Customer’s account with FrameCyber, and who is responsible for permissioning Users on the account and assigning appropriate access privileges to the Customer’s FrameCyber account to the Users registered on the account. The Account Administrator may be, but is not required to be, a User as well. An Account Administrator who is not also a registered User will not be able to access, edit, download, add and delete Studies and Customer Materials in the Customer’s FrameCyber Account. There may be any number of Account Administrators, as long as there is at least one. Typically, the person who first establishes the Customer FrameCyber account would be an Account Administrator.
7. Subscription fees are based on User Pricing. Customer shall pay subscription fees to DFS based on the number of Subscribed Users (the “Subscription Fees”) for FrameCyber.
8. Automatic Renewal and Cancellation of Subscription. Each Subscription shall automatically renew for a subsequent Term of one year unless DFS or Customer sends the other written notice of termination of the subscription at least 30 days prior to the end of the then current Term. Notwithstanding the foregoing, Customer may at any time terminate its subscription on one month written notice to DFS.
9. Payment of Fees. The Subscription Fees are due and payable on or prior to the Effective Date and the beginning of each Annual Term thereafter. If we do not receive written notice of termination by the end of the Trial Period, the Subscription Fees for the number of Units you subscribed for will become due and payable. All Subscription Fees are non-refundable. You agree to pay the Subscription Fees and other amounts properly due in our invoices within 30 days of issuance. Any questions or issues with any of our invoices must be provided to us within such 30 day period.
10. Representation and Warranty Regarding Customer Information. You represent and warrant that all information that you have provided us regarding Customer and Users, including information in our invoicing Information Sheet is accurate and complete and you agree to provide us with written notice of any material changes thereto. You also agree to provide such credit and invoice payment information as we may reasonably request on the form and any follow up by us.
11. Credit and Payments, Etc. You authorize us to obtain credit information concerning Customer from trade references and credit reporting agencies and such other sources as we deem necessary and you authorize such sources to provide such information to us. We have the right to set or change credit limits or terms at any time. In addition to our other remedies, any (i) charged back or rejected credit or debit card payment is subject to a service charge of twenty-five dollars ($25.00), and (ii) overdue, unpaid amount is subject to a service charge of ten dollars ($10.00) or 1.5% per month of the unpaid invoice amount, subject to legal maximums. You will have no right of set-off and all amounts due hereunder shall be due regardless of any claim by you against us. No issuance of a purchase order will be required by you. If you issue a purchase order, any information that we display on an invoice from a purchase order are displayed solely for your convenience. No terms and conditions or responsibilities in any purchase order will be of any effect whatsoever.
12. Taxes. Customer is responsible for promptly paying any and all applicable sales taxes, use taxes, value added taxes, property tax, customs, duties and any related interest or penalties imposed by any jurisdiction as a result of the Subscription or the License, access or use of FrameCyber.
13. Authority of Account Administrators and Users. Accessing FrameCyber as an Account Administrator or a User shall constitute a representation and warranty that the person doing so is the person named as such and that the person doing so has full authorization by the Customer to do so and bind the Customer to these Terms.
14. Suspension/Termination. DFS may suspend Customer’s and its Users’ FrameCyber Account and access to FrameCyber upon a failure of Customer to pay any Subscription Fees or other amounts due under the Agreement. If the failure continues for 10 business days after written (including email) notice, Customer fails to cure any other material breach of this Agreement within 30 days of written notice of the breach, or Customer is subject to an insolvency or bankruptcy event, then DFS may terminate Customer’s and its Users’ FrameCyber Account.
15. FrameCyber Terms of Use. The FrameCyber Terms of Use govern the provision by DFS of, and any and all access to or use of, FrameCyber Services and are hereby incorporated by this reference into these Terms.
16. Applicable Law and Disputes. This Agreement shall be construed in accordance with the laws of New York (without regard to that state’s conflict of laws principles). The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement or any Order. Any dispute regarding this Agreement, Customer’s subscription, FrameCyber, any FrameCyber Service or any other Service or any User access to or use of FrameCyber shall be resolved by the state or federal courts sitting in the Borough of Manhattan, in the State of New York or Newark, New Jersey. Each of the Parties hereby consent to the jurisdiction of such courts, and hereby waives any objection to venue, or to the inconvenience of the forum, of any such court or right to trial by jury to resolve any such dispute.
17. Modifications. Notwithstanding anything else in this or any other agreement, (i) we will have the right, in our sole discretion, to make changes to the Subscription Fees,this Agreement and any other agreements or terms which may be referred to or incorporated by reference herein at any time and for any reason, and (ii) you will be subject to the terms of this Agreement and any such other agreement and/or terms, in force (A) at the time that you access or use FrameCyber or any FrameCyber Service, or (B) two (2) weeks after the date we send or otherwise provide notice of a change, whichever is earlier. If the change is a price increase or materially impairs Customer use of FrameCyber, Customer will have the right to opt out of the modified version of this Agreement by both removing or deleting its Studies from FrameCyber and providing us with written notice of its opt out during this notice period. No modification, deletion, amendment of any provision is binding on us unless in writing signed by our authorized representative or posted by us on the site. The rights and obligations of the Parties in this Agreement are cumulative and are in addition to those available at law or in equity. No waiver of breach or waiver of default of this Agreement shall be deemed valid unless it is in writing and signed by the Party to be charged. The waiver or failure of DFS to exercise in any respect any right provided for herein shall not be deemed a waiver of any right hereunder.
Please contact us if you would like more information or to speak with a sales representative. If you introduce other new customers to FrameCyber and they purchase a subscription, you may be eligible for our Referral Program rewards.