Professional Service Terms and Conditions

Updated October 10, 2023

These Professional Service Terms and Conditions form part of the Professional Services Agreement (the “PSA”) between CyberRisk Alliance, LLC, a Delaware limited liability company and CRA-controlled affiliates and subsidiaries (collectively, “CRA”) and you (the “Client”). CRA and the Client may each be referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms not defined in these Professional Service Terms and Conditions have the meanings set forth in the Terms of Service. The Terms of Service are incorporated herein by reference.  

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1. Professional Services. CRA will provide the Client with certain professional services (“Professional Services”) as identified in the PSA and one or more statements of work between the parties (each, a “Statement of Work”).If, at any time, the Parties agree to any changes to the Statement of Work, they shall execute an amendment to the Statement of Work affecting such changes (“SOW Amendment”).  A SOW Amendment shall not be effective unless such changes are in writing and signed by both Parties. For purposes of clarity, the PSA shall include, by reference, any Statements of Work between the Parties, any SOW Amendments, these Professional Service Terms and Conditions, and the Terms of Service.

2. Payment. The Client shall pay CRA the fees for the Professional Services as set forth in the applicable Statement of Work. Unless otherwise set forth in the Statement of Work, the payment terms will be as set forth in the Professional Service Agreement.

3. Lead Generation.  To the extent that the Professional Services provided to Client include lead generation, the following terms and conditions apply.

a. Qualified Lead Definition.  CRA may access certain Personal Data in the creation of leads in the context of cross-behavioral advertising. Leads are registrants that meet the Client’s filter criteria and who provide their complete Contact Information to CRA.  Leads are reviewed through a quality assurance process before Contact Information is provided to Client as a CRA qualified lead (a “Qualified Lead”). 

i. Unless specifically stated otherwise in the Statement of Work, a Qualified Lead consists of the following Contact Information:

1. First Name and Last Name

2. Business Email

3. Job Title

4. Job Title Level

5. Company Name and Size

6. Industry

7. State

8. Country

b. Lead Duplication.  A “lead” shall mean an individual demand-generation activity that occurs on any demand generation product (including, but not limited to eSummits, webcasts, content syndication of client or CRA-generated content). Each demand-generation action taken by an individual shall be deemed a separate lead to the extent such action could not be deemed an identical activity. For example: If Jane Doe downloads once from a piece of ABM Content Syndication, once from an eBook, and once from a Cybercast, then each Jane Doe lead will count as three leads for Jane Doe.
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c. Under-Delivery.  If CRA fails to meet the minimum filtered lead guarantee as detailed in the Statement of Work, replacement Qualified Leads, up to the guaranteed minimum, will be delivered by CRA within eight (8) weeks from the an event (webcast, eSummit) date or, in the case content syndication or CRA-generated content, date of receipt of necessary assets from client.
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d. Lead Rejection.  In the event that the Qualified Lead’s Contact Information is no longer accurate, the Client reject the Qualified Lead during the five (5) business days after lead report delivery. The Client may reject a Qualified Lead if the Qualified Lead if the Contact Information does not fit the Client’s contracted filter. The Client shall notify CRA in writing within ten (10) business days of any potential discrepancy for good faith resolution. Should the resolution require a make good, it will be issued in the form of additional Qualified Leads up to the amount indicated on the Statement of Work.  Notwithstanding the above, rejection of Qualified Leads is capped at ten percent (10%) of the filtered lead guarantee. CRA will not replace Qualified Leads that opt-out of the Client communication after CRA has provided the lead report.
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e. Compliance with Law.  The Client and CRA agree that any matters pertaining to the performance of the services shall be in compliance with all applicable local, state, federal laws, rules and regulations. CRA will provide leads permissioned for marketing purposes by the Client upholding US CAN-SPAM requirements.

4. Termination.
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a. Termination.  Either Party may terminate the PSA as specifically provided in the applicable Statement of Work. 
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b. Effect of Termination.  In the event that the Client is the breaching party, all outstanding fees to CRA become immediately due and payable upon termination. In the event that the Client fails to make a payment as required by the PSA, CRA may terminate the PSA without further notice and without obligation to refund any previously paid payments.
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c. Survival.  The rights, duties and obligations of the Parties under the PSA that by their nature continue and survive will survive the expiration or termination of the PSA.

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5. License.  Nothing in the PSA shall be construed to transfer ownership of any pre-existing intellectual property rights or trademarks of either Party. The Client hereby grants to CRA a non-exclusive, world-wide, royalty-free license to use the Client’s trademark (the “Client Mark”) for the purposes required under the applicable Agreement and subject to these Terms and Conditions. Client warrants that it has the right to provide the foregoing license to CRA and that neither the Client Mark themselves nor their use by CRA as permitted under the PSA will infringe or misappropriate any intellectual property or proprietary right of any third party. Client agrees to defend, indemnify, and hold harmless CRA from and against all claims, proceedings, liabilities, costs or damages arising from any breach of the foregoing warranty.

6. General Provisions. 

a. Entire Agreement.  These Professional Services Terms and Conditions together with any related PSA, Statements of Work, SOW Amendments, and CRA’s Terms of Services constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The Parties acknowledge and agree that if there is any conflict between the Statement of Work and the PSA, the PSA shall supersede and control.  By accepting the Professional Services, the Client expressly agrees to comply with all rules and regulations provided by CRA to the Client and understands that such rules and regulations are a legally-binding extension of the PSA.

b. Notice.  All notices, requests, consents, claims, demands, waivers and other communications under the PSA (each, a “Notice”, and with the correlative meaning “Notify”) must be in writing and addressed to the other party at its address set forth on the Agreement. Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in the PSA, a Notice is effective only if the party giving the Notice has complied with the requirements of this Section. Any notice to CRA shall be provided pursuant to this Section, with a copy delivered by email to contracts@cyberriskalliance.com.

c. Severability.  If any term or provision of the PSA is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify the Agreement, as applicable, to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

d. Waiver.  No waiver by any party of any of the provisions of the PSA shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from the PSA operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

e. Assignment.  The Client shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under the PSA without the prior written consent of CRA. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Client of any of its obligations under the PSA. CRA may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of its assets or ownership interests without CRA’s consent.

f.  Successor and Assigns.  The PSA is binding on and inure to the benefit of the Parties hereto and their respective permitted successors and permitted assigns.

g. Relationship of Parties.  The relationship between the Parties is that of independent contractors. Nothing contained in the PSA shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

h. Choice of Law; Venue.  The PSA, and all related documents, and all matters arising out of or relating hereto and thereto, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other party in any way arising from or relating to the PSA, including all Statements of Work, exhibits, schedules, attachments and appendices, and all contemplated transactions, in any forum other than courts located in the State of Delaware, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in such courts. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

i.  Force Majeure.  CRA will have no liability to the Client or any third party for any failure by CRA to perform the Professional Services under the PSA in the event that such non-performance arises as a result of the occurrence of an event beyond the reasonable control of CRA, including, without limitation, an act of war or terrorism, natural disaster, failure of electricity supply, riot, civil disorder, or civil commotion or other force majeure event.