LIONFISH TERMS & CONDITIONS

LIONFISH TERMS & CONDITIONS
These Lionfish Terms & Conditions in effect as of today's date or if specified __________, _____, are effective between Client and Lionfish as of the date of the MSA incorporating these Lionfish Terms & Conditions by reference.
Provision of services and payment terms
Lionfish agrees to provide the Services as set forth in the MSA, except as otherwise specified herein.
Fees for Services will be invoiced in accordance with the MSA and Client shall pay invoices as stated in the MSA.
Client's failure to pay as set forth herein or therein shall constitute a material breach of the MSA.
Lionfish may impose late fees as contemplated in the MSA.
If Client's account is overdue, Lionfish may, in addition to any of its other rights or remedies, suspend its provision of Services without notice until such amounts owed by Client to Lionfish are paid in full, without any liability to the Client or any other party.
Lionfish shall not be obligated to provide any such Services suspended by Lionfish due to such failure to pay at any time, including, without limitation, after the resumption of Services or otherwise, and such Services shall be deemed satisfied in full.
If such failure to pay has not been cured within thirty (30) days of the due date, then Lionfish may terminate the MSA.
A termination of the MSA pursuant to this Section 2 shall not relieve Client of the obligation to pay Lionfish all fees owed for the remainder of the Term, which fees shall become immediately due and payable in full on the effective date of termination together with all applicable penalties, fees (including reasonable attorneys' fees), costs, and expenses, including reasonable collection fees and costs.
Taxes and Client Responsibilities
Unless otherwise stated in the MSA, Lionfish's fees for the Services do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, "Taxes"). Client is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Lionfish's net income or property.
If Lionfish has the legal obligation to pay or collect Taxes for which Client is responsible under this Section 3, the appropriate amount shall be invoiced to and paid by Client, unless Client provides Lionfish with a valid tax exemption certificate authorized by the appropriate taxing authority.
Ownership of Intellectual Property
Lionfish and its Third-Party Providers, as applicable, reserve all rights, title, and interest in and to the Services, Software, Documentation, and related personal and intellectual property rights and Confidential Information. This includes, without limitation, all equipment, facilities, supplies, documentation, trademarks, patents, copyrights, software, use licenses, and other items and materials together with all improvements, derivatives, modifications, enhancements, continuations, and continuations in-part thereto, (collectively, the "Intellectual Property"). Client shall have no interest of any kind in, to and/or under the Intellectual Property.
Restrictions on Client Usage
Except as otherwise explicitly provided in the MSA, Client shall not (and also will not permit or authorize any third party to):
Modify, copy, alter, duplicate, download, display, transmit, distribute, reverse engineer, access, decompile, disassemble, or create derivative works based on or using the Services, Software, Documentation, Lionfish's system or methods, or the Intellectual Property in any form or media or by any means
Frame or mirror any content forming part of the Services, Software, or Documentation
Access or use Services, Software, or Documentation in order to (i) build a competitive product or service or (ii) copy any ideas, methods, features, functions, or graphics of the Services, Software, or Documentation
License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit any part of the Services, Software, or Documentation, or otherwise make any part of the Services, Software, or Documentation available to any third party
Circumvent or disable any security or other technological features or measures of the Software
Remove or otherwise transfer any Intellectual Property from the original installation location except by prior written consent of Lionfish
Client shall exercise reasonable care in the use of the Intellectual Property and will be responsible for all loss and/or damage to the Intellectual Property resulting from any action or inaction of any owner, director, officer, employee, representative or agent of Client.
Publicity and Trademarks Usage
Press releases and public announcements: Neither party may issue press releases or any other public announcement of any kind relating to the MSA without the other party's prior written consent.
Use of names and logos: During the Term, either party may include the name and logo of the other party in lists (including on its website) of customers or vendors in accordance with the other party's standard logo and/or trademark usage guidelines.
Lionfish's marketing usage: Lionfish may use Client in case studies and white papers created by Lionfish for general marketing purposes.
Trademark and trade name restrictions: Except as set forth herein, neither party may use the trademarks and trade names of the other party without the prior written consent of the other party.
Confidentiality obligations
Scope of use: The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of the MSA, except with the Disclosing Party's prior written permission.
Limited disclosure: The Receiving Party may disclose Confidential Information to employees and contractors who need to know for performing the Services, bound by similar terms & conditions.
Standard of care: The Receiving Party shall use the same degree of care to protect the Confidential Information as its own, but no less than a reasonable degree of care.
Compelled disclosure: If legally compelled to disclose, the Receiving Party shall provide prior written notice (if legally permitted) and reasonable assistance to the Disclosing Party to contest the disclosure.
Remedies: In case of breach or threatened breach, the Disclosing Party has the right to seek injunctive relief, acknowledging other remedies are inadequate.
Duration: Confidentiality and non-use obligations continue indefinitely and in perpetuity after expiration or termination of the MSA.
Warranties & Disclaimers
This section outlines the warranties provided by Lionfish and the client, as well as important disclaimers regarding the services and software.
Warranties and Disclaimers
Mutual Warranties
Each party represents and warrants that:
It has the legal power to enter into the MSA
The signatory to the MSA has the authority to bind the applicable organization
When executed and delivered, the MSA will constitute the legal, valid, and binding obligation of each party, enforceable in accordance with its terms
Lionfish Warranties
Lionfish represents and warrants that it shall perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards.
General Disclaimer
EXCEPT as otherwise specifically provided herein AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, SOFTWARE, AND DOCUMENTATION ARE PROVIDED "AS IS," "WITH ALL FAULTS" WITHOUT WARRANTY OF ANY KIND, AND LIONFISH EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SERVICES, SOFTWARE, OR DOCUMENTATION WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF PERFORMANCE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS OR DELAYS AND ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICES, SOFTWARE, OR DOCUMENTATION, NOT CONTAINED IN THE MSA SHALL BE DEEMED TO BE A WARRANTY BY LIONFISH. LIONFISH SHALL NOT BE RESPONSIBLE OR HAVE ANY LIABILITY FOR THE PROCUREMENT, INSTALLATION, OR MAINTENANCE OF ANY EQUIPMENT ON WHICH THE SERVICES, SOFTWARE, OR DOCUMENTATION ARE ACCESSED BY CLIENT.
Limitations of Liability
IN NO EVENT SHALL LIONFISH'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE MSA, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO LIONFISH FOR THE SERVICES IN THE SIX (6) MONTHS PRECEDING THE INITIAL INCIDENT GIVING RISE TO LIABILITY.
IN NO EVENT SHALL LIONFISH HAVE ANY LIABILITY FOR ANY LOST PROFITS OR LOST REVENUE OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND OR NATURE HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT LIONFISH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NO CLAIM MAY BE BROUGHT BY CLIENT UNDER THE MSA MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF THE CLAIM, WHETHER CLIENT HAD ACTUAL KNOWLEDGE OF THE CLAIM OR SHOULD HAVE KNOWN.
Notices and Communication Requirements
All notices under the MSA shall be in writing and shall be deemed to have been given upon: (a) personal delivery; (b) the second business day after mailing; (c) the second business day after sending by confirmed facsimile; or (d) the second business day after sending by email.
Notices to Lionfish shall be addressed to the signatory of the MSA unless otherwise designated. Notices to Client shall be addressed to Client's signatory of the MSA unless otherwise designated.
Notwithstanding anything to the contrary herein, any notice requirement for the Client shall be, in order to be effective, either personally delivered or sent via certified U.S. Mail, First Class Mail, postage pre-paid to Lionfish not less than sixty (60) days prior to expiration of the then-current Initial Term or Renewal Term, as applicable.
Term & Termination; Indemnification
This section outlines the duration of the agreement, conditions for termination, and indemnification obligations between parties.
Term of the agreement
Commencement: The Master Subscription Agreement (MSA) begins on the Effective Date
Duration: The MSA continues until terminated as specified in the agreement
Termination: Specific termination conditions are outlined within the MSA itself
This section outlines the basic timeline and duration of the Master Subscription Agreement (MSA) between the parties. It's important to note that while the start date is clearly defined, the end date is contingent upon the termination clauses within the agreement.
Termination for Cause
A non-breaching party may terminate the MSA for cause under two specific circumstances:
If the breaching party fails to cure a material breach within thirty (30) days following written notice of such material breach
Immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors
Upon any termination for cause by Client, Lionfish shall refund Client any prepaid fees covering the remainder of the Term after the date of termination. However, termination for cause by Client shall not relieve Client of the obligation to pay any fees accrued or payable to Lionfish prior to the date of termination.
In the event of termination for cause by Lionfish, Client shall pay all fees owed for the remainder of the Term. These fees shall become immediately due and payable in full, together with all applicable penalties, fees (including reasonable attorneys' fees), costs, and expenses (collectively referred to as the "Remaining Payment").
Indemnification Obligations
The following list outlines the indemnification obligations of the Client towards Lionfish:
Breach of MSA: Client shall defend, indemnify, and hold Lionfish harmless against any loss, damage, or costs (including reasonable attorneys' fees) incurred in connection with claims, demands, suits, or proceedings made or brought against Lionfish arising from or related to Client's breach of the MSA.
Acts or Omissions: Client shall indemnify Lionfish for claims arising from the acts or omissions of Client and/or its employees, agents, contactors, volunteers, or representatives in connection with Client's installation, operation, access to, and/or use of the Services, Software, or Documentation.
Intellectual Property Violations: Client shall indemnify Lionfish for the violation, infringement, or misappropriation by Client or any employee, agent, contactor, volunteer, or representative of Client of the intellectual property or Confidential Information of Lionfish, its licensors, or any third party.
Negligence or Willful Misconduct: Client shall indemnify Lionfish for claims arising from Client's negligence or willful misconduct.
These indemnification obligations are designed to protect Lionfish from potential legal and financial risks associated with the Client's use of their services and any actions that may violate the terms of their agreement.
Restrictions
Client agrees not to, and not to allow or encourage others to: (a) use the Services to harass, abuse, threaten, defame or otherwise infringe or violate the rights of any other party; (b) use the Services for any unlawful purpose or in violation of any applicable laws; (c) attempt to gain unauthorized access to the Services or related systems or networks; (d) interfere with or disrupt the integrity or performance of the Services; (e) create derivative works based on the Services; (f) reverse engineer, disassemble or decompile any portion of the Services; (g) access the Services to build a competitive product or service; (h) copy any features, functions or graphics of the Services; or (i) remove or obscure any proprietary notices in the Services.
Additionally, Client shall not: (j) send or store infringing, obscene, threatening or unlawful material via the Services; (k) distribute viruses, worms, Trojan horses or other harmful computer code through the Services; (l) make the Services available to any third party as a service bureau or application service provider; (m) sell, resell, rent or lease access to the Services; or (n) use the Services to store or transmit any data that is controlled for export under applicable export control laws.
Lionfish reserves the right to suspend Client's access to the Services if Lionfish reasonably believes Client has violated these restrictions. Lionfish will provide notice and opportunity to cure if practicable depending on the nature of the violation. Repeated or serious violations may result in termination of the Agreement.
Restrictions on Usage
This section outlines important restrictions and obligations regarding the use of Lionfish's services, software, and documentation. It covers third-party provider rights, termination conditions, access control, and prohibited actions.
Third-Party Provider Rights
11.1 Third-Party Providers may require Lionfish to restrict, suspend, revoke or terminate Client's access to services. Lionfish will:
Endeavor to provide prior notice
Not be liable for resulting damages
Termination Conditions
11.2 Lionfish may terminate services with written notice, without liability, if:
Legal or regulatory reasons materially impair Lionfish's ability to provide services
Third-Party Provider agreements are terminated or altered, affecting Lionfish's ability to provide services
Access Control
11.3 Client obligations:
Immediately discontinue access for persons notified by Lionfish
Promptly notify Lionfish of unauthorized access discovery
Prohibited Actions
11.4 Client shall not:
Allow third parties to use services or develop methods for third-party use
Decompile, disassemble, or reverse engineer the Software
Make unauthorized copies of Software or Documentation
Develop derivative works based on Software, Documentation, or Confidential Information
Disclose or allow third-party use without Lionfish's consent
Alter or modify Software without written consent
Evade Software protection mechanisms
Share access keys or authentication passwords
Disclose benchmarking or comparative studies involving Software or Documentation
Compliance with Third-Party Requirements
Third-Party Compliance
Client's access to and use of Services, Software, and/or Documentation may require compliance with requirements, conditions, or additional terms imposed by Third-Party Providers. Lionfish's obligation to provide these is subject to Client's compliance with such terms.
Liability Protection
Lionfish shall not be liable for any delay or failure to provide Services, Software, and/or Documentation if caused by Client's non-compliance with Third-Party Provider terms or Lionfish's compliance with Third-Party Provider instructions to deny Client access.
Payment Obligations
Any delay, interruption, or suspension of access related to third-party compliance issues does not relieve Client of payment obligations for the Services.
1. COMPLIANCE WITH THIRD-PARTY REQUIREMENTS.
12.1 Client's access to and use of Services, Software, and/or Documentation is not guaranteed and may require Client to comply with requirements, conditions, or additional terms imposed by Third-Party Providers. Lionfish's obligation to provide Services, Software, and/or Documentation to Client and Client's use of such Services, Software, and/or Documentation shall be subject to, as may be required, Client remaining in compliance with any applicable requirements, conditions, or additional terms imposed by Third-Party Providers. Lionfish shall not be liable for any delay in or failure to provide Services, Software, and/or Documentation to the extent caused by (a) Client's failure to have or be in compliance with a Third-Party Provider's requirements, conditions, or additional terms or (b) Lionfish's compliance with any instruction given by a Third-Party Provider to deny Client access to any of the Services, Software, and/or Documentation.
12.2 Any delay in, interruption of, and/or suspension of access to, disclosure of, providing, and/or use of the Services, Software, and/or Documentation in connection with or related to the provisions of this Section 12 shall not relieve Client of its payment obligations for the Services.
Changes to Services and Software
Lionfish and/or the Third-Party Providers reserve the right to make changes to their services, software, and documentation at their discretion. These changes may include:
Alterations: Changing or altering any aspect of the Services, Software, and/or Documentation
Enhancements: Making updates and upgrades as deemed necessary or desirable
Suspension: Ceasing or suspending dissemination or distribution of all or part of the Services, Software, and/or Documentation
Modifications: Making changes in titles, names, format, features, functions, process, organization or content
Distribution Changes: Discontinuing or altering existing methods and/or manner of disseminating the Services, Software, and/or Documentation
These changes can be made without liability to the Client or any third party. The Client is required to comply with such changes. Lionfish will make reasonable efforts to provide notice of any material changes, except in cases of system malfunction or circumstances that preclude notice.
General Provisions
The parties are strictly and solely independent contractors. Except as otherwise agreed in writing, there are no third-party beneficiaries to the MSA. No failure or delay by either party in exercising any right under the MSA shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. The provisions of the MSA and the provisions herein are severable and the unenforceability of any provision shall not affect the validity or enforceability of such other provisions.
Client may not assign the MSA, including by operation of law, without the prior written consent of Lionfish. The MSA is and shall be deemed to have been made in Indiana and shall be governed exclusively by the internal laws of the State of Indiana, without regard to conflicts of laws rules (including Indiana's). Any claims relating to the MSA shall be brought in state or federal courts located in Marion County, Indiana and each party hereby consents to the exclusive personal and subject matter jurisdiction of such courts. Each party also waives any right to a jury trial in connection with the MSA.
If either party hereto resorts to legal action for the redress of a breach of the MSA, the prevailing party shall be entitled to an award of all costs and reasonable attorneys' fees. No modification, amendment, or waiver of any provision of the MSA shall be effective unless in writing and signed by both parties. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Client proposal or in any other Client order documentation shall be incorporated into or form any part of the MSA.
The language used in the MSA shall be deemed to be language chosen by both parties to express their mutual intent, and no rule of strict construction against either party shall apply to rights granted or to any term or condition of the MSA. The MSA may be executed in counterparts, which taken together shall form one legal instrument. Delivery of an executed counterpart signature page of the MSA by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of the MSA.
Reservation of Rights
Lionfish and the Third-Party Providers hereby expressly reserve any and all rights, licenses and permissions in and to the Services, Software, and Documentation other than those limited rights explicitly provided to Client in accordance with the MSA.
Review of Use
Lionfish may review Client's use of Services, Software, and/or Documentation and determine in its sole discretion whether the manner in which Client is using Services, Software, and/or Documentation is prohibited. Upon any determination that a particular use is prohibited, Client shall promptly terminate that use within twenty-four (24) hours of receipt of notice from Lionfish that such use is prohibited (the "Use Cure Period"). In the event Client fails to cure such prohibited use within the Use Cure Period, Lionfish shall have the right to terminate the MSA immediately, and Client shall be liable for the Remaining Payment upon such termination. For purposes of this Section 15 only, and notwithstanding anything to the contrary in the MSA, notice shall be deemed to have been given by Lionfish upon Lionfish's receipt of an electronically generated delivery receipt after sending such notice to Client via email.
Client shall not redistribute any Services, Software, or Documentation, or otherwise make Services, Software, or Documentation available, to any person other than as the MSA permits.
Definitions of key terms
1
Client
The term "Client" shall have the meaning set forth on the signature page of the MSA.
2
Confidential Information
Confidential Information means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), including all such information to which the Receiving Party has access through the Disclosing Party, unless such information is designated in writing as non-confidential or is described below as being excluded from the definition of Confidential Information.
3
Inclusions in Confidential Information
Confidential Information shall expressly include, without limitation, the terms of the MSA (including fees and other terms), provision of Services, the Software, the Documentation, product plans, business and marketing plans, business model, technology and technical information, product designs, business processes and any information about the Disclosing Party's customers, clients, affiliates, or licensors.
4
Disclosure of MSA terms
Notwithstanding the foregoing, each party may disclose the existence and terms of the MSA, in confidence, to a potential purchaser of or successor to any portion of such party's business resulting from the reorganization, spin-off, or sale of all or a portion of all of the assets of any business, division, or group of such party after such party and the potential purchaser or successor have entered into a customary agreement prohibiting disclosure of Confidential Information.
5
Exclusions from Confidential Information
Confidential Information shall not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (d) is received from a third party without breach of any obligation owed to the Disclosing Party.
6
Effective Date
The term "Effective Date" shall have the meaning set forth on the signature page of the MSA.
7
Lionfish
The term "Lionfish" shall have the meaning set forth on the signature page of the MSA.
8
Lionfish Terms & Conditions
The term "Lionfish Terms & Conditions" shall mean these Lionfish Terms & Conditions.
9
Master Subscription Agreement or MSA
The terms "Master Subscription Agreement" or "MSA" mean a master subscription agreement entered into between Client and Lionfish that incorporates these Lionfish Terms & Conditions by reference.
Company Data
3815 River Crossing Pkwy Suite 100
Indianapolis, IN 46240
1-877-732-6772
info@lionfishcybersecurity.com
Terms and Conditions
Privacy Policy
(This is not a Lionfish address) 
This institution is regulated by the Office for Career and Technical Schools
10 N Senate Avenue, Suite SE 308, Indianapolis 46204 - OCTS@dwd.in.gov https://www.in.gov/dwd/2731.htm
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