In the event that Shieldly, Inc.’s (the “Company”) product (the “Product”) fails to protect your System (an “Incident”), the Company will agree to pay the Client up to $50,000 (the “Program Amount”) in payment for damages actually incurred by the Client as a result of the Incident (the “Program”). In order to qualify for the Program, the Client must:
1. Maintain the Product on all Systems affected by the Incident. Systems are defined as desktop computers or laptop computers. The Product must be the most updated version available at the time of the Incident.
2. The Client maintains and operates “best in class” security measures. For example, all computers are password protected, access is limited only to authorized users, and sensitive access information is not shared with third parties. “Best in class” is defined as what the Company or other companies in the company’s industry would consider best in class security measures.
3. An investigation must confirm, among other things, that the Incident was not caused by the Client, Client’s associates, employees, or technology personnel (whether employees or consultants) and that there were no conflicts between the Product and the System that limited the Product’s ability to protect it.
4. Notify the Company within twenty-four hours of the time that the Client learns of the Incident, or within seventy-two hours of when the Incident first occurs, whichever is earlier. Notification shall be by e-mailed to [email protected]
5. Fully cooperate with the Company in any investigation undertaken by the Company as it relates to the Incident.
6. Provide evidence of damages actually incurred which are acceptable to the Company in the Company’s sole and absolute discretion exercised in a commercially reasonable manner.
Within ninety (90) days of the conclusion of an investigation, the Company shall make a determination on whether the Company is liable to the Client, and, if so, for how much. The Company’s determination may only be appealed to a neutral arbitrator before the American Arbitration Association, operating under commercial (or equivalent) rules. In the event the Company makes a payment under the Program, the Company shall be entitled to receive the first dollar (up to the total amount paid by the Company) of any damages or insurance proceeds or other payments received by the Client from third-parties as a result of the Intrusion.
The Company’s Program is not an insurance program and should not be treated as such. The Client may not participate in any class-action lawsuit against the Company. In no event shall the Company be liable to the Client for any attorneys fees or other damages as a result of the use of this Product. The Program shall be limited to the Program Amount per Client, regardless of the total number of Intrusions experienced by the Client or the timeframe under which such Intrusions occur. By using the Product the Client agrees that it must still maintain its Systems and Network according to industry standards. The Program will not pay a Client for an Intrusion that results from the Client’s negligence or malfeasance.
The Client’s use of the Product is an agreement by the Client to the terms herein.