TERMS OF SERVICE
Introduction
This document is a legally binding Agreement between you, our subscriber, and Palermo
Park Industries, Inc DBA Xentinel Security, the owner and operator of the www.xentinelsecurity.com
commercial website.
You must agree to be bound by each of the terms and conditions of this Agreement
as a condition precedent to using any of the tools, services, or program offerings
made available to you via this website.
As we are continually developing our various services, we may find it necessary
to modify portions of this Agreement. If we do make any modifications, we may email
you, if you are a current subscriber, or post a notice of the modification on our
website. However, we ask you to read this document each time that you visit our
website or use any tool, service, or program that we offer. Your use of any tool,
service, product or program that we commercially offer at any time is your express
indication to us that you have read the most recent version of this Agreement and
agree to be bound by the terms and conditions of this Agreement in its modified
state.
The Services that We Provide
Xentinel Security, Inc. provides a wealth of powerful anti-hacker and compliance
tools and certifications, which include:
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HACKER FREE ™ Certification – Daily Vulnerability Scanning
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PCIPass ™ – Payment Card Industry Compliance Passport
We may discontinue any service, tool, or program at anytime without notice to you.
We may also make fundamental modifications in the functionality of any tool, service
or program that we offer without notice to you.
The HACKER FREE™
certification Seal is a licensed service mark of
Palermo Park Industries, Inc. Dba Xentinel Security, Inc. Our commercial usage of
this service mark is fully authorized by the registered owner of the service mark.
As part of our security service, you may be granted the limited, sub-licensed ability
to display the Seal on your website. Permission to use the HACKER FREE™ certification
Seal is a non-exclusive, royalty-free license to reproduce and display the seal
on your website. You may not alter the seal in any way. You may not sublicense the
seal in any way. You may not assign your rights to use the seal. The visual appearance
of the seal may be altered at anytime by the owner of the service mark and you agree,
upon request, to publish the updated seal and discontinue publication of any outdated
versions of the seal. The seal must be published only as a Hyper Text Mark-Up Language
(HTML) button which provides, when clicked, your Seal related information including
your corporate or business name, or your personal name (if so selected by you),
your address, telephone number or electronic mail address. The Seal may never be
used in a way that is fraudulent, defamatory, disparaging, infringing, indecent,
obscene, offensive or otherwise objectionable to us or the owner of the registered
service mark itself. We reserve the right to modify or cancel your license to use
the Seal at anytime. Legal action will be taken against you for any legally inappropriate
misuse of the Seal or any action that constitutes an infringement of the seal, the
logo presented in the Seal, or any trademark or service mark in any legal jurisdiction.
You may not create a "parody" of the Seal, incorporate the Seal in any way into
any new mark, or assume any of the goodwill associated with the Seal.
Program Memberships
Program memberships regarding any program that we offer requires you to accept each
of the terms and conditions contained herewith along with subscribing via your electronic
signature or physical signature to any Application Form that we require as a condition
precedent to receiving services pursuant to a program membership.
Your contact information will be required should you wish to enroll in any program,
along with your hostname, and your provision of primary and secondary contact information.
You agree that you own all rights and ownership to the hostnames, domain, and uniform
resource locator that you have requested services for.
Restriction of Services
We shall not provide services with any client who has been convicted of a felony
or a crime of moral turpitude in any jurisdiction.
Suspension of Services
We may suspend or terminate your membership at any time without notice to you for
reasons that we find, in our sole discretion, to be appropriate. In order to avoid
such suspensions, you should keep all your contact information current, and correct
all major security vulnerabilities on your website when informed of them by us or
independently discovered by you. If your membership is suspended, you must at once
discontinue publishing the HACKER FREEÔ Seal. Your license
to use the Seal is automatically terminated upon our suspending or terminating your
membership.
Site Testing
You must perform, in a timely manner, all tasks that we request that will facilitate
our testing of the security related elements of your site. Should your site or hostname
not be available or suitable for testing when we conduct a test, we will retest
your site on a subsequent test day. We will provide you with a list of typical security
errors and vulnerabilities and you agree to repair any such errors and vulnerabilities
promptly and professionally.
Restriction of Warranty Related Language
You may never inform your site visitors, or your clients, that your website, due
to the publication of the Security Seal, in any way means that your website is 100%
safe, or free from risk to your site visitors.
Limitation of Security Offered
You agree to hold
us harmless and indemnify us from any claims regarding security violations that
happen to either you, or your clients, who visit your site or use any tool, service,
program or product that you offer via your website. Security risks are constantly
developing, as such, no security service can guarantee that all potential risks
will be located and solved prior to harm taking place. You agree and understand
that some harm from new security risks will generally take place in the Internet
global community prior to the new risk being made generally known to the security
industry. You also understand and agree that new risks generally cause some harm
to members of the global Internet community prior to protective measures being developed
and implemented by the security community. Testing of our site may sometimes cause
downtime to your site or otherwise affect the functionality of your site.
Marketing Use of Your Business Name
You agree that we may use your business or professional name for marketing purposes
such as publishing our client lists on the Internet, or via other media.
Fees Due
All fees that you pay to us are non-refundable. We may alter our fee schedule at
anytime by sending you notice thereof. If you continue to remain a registered member
of our program(s) after we have altered our fee schedule (which we will post on
our site or otherwise email to you) then that means you have agreed to pay us such
modified fees and that you have accepted the revised fees and agreed to be bound
by them. You agree that we will have the authority to bill your credit card account
for all relevant fees on a recurring basis until you contact us and discontinue
service(s).
Disclaimer
ALL SERVICES, PRODUCTS, TOOLS, PROGRAMS PROVIDED HEREIN ARE DONE SO ON A "AS IS"
BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY NATURE, EXPRESS, IMPLIED, OR
ESTABLISHED BY STATUTE, CODE, OR REGULATION, INCLUDING THE WARRANTIES OF NON-INFRINGEMENT,
MERCHANTABLITY, AND FITNESS OF PURPOSE, AND TITLE. NO WARRANTIES ARE OFFERED OR
GIVEN UNLESS SPECIFICALLY INDICATED IN THE BODY OF THIS AGREEMENT AND WE DO NOT
WARRANT THAT OUR SERVICES ARE ERROR-FREE, SECURE, HARMLESS, OR PRODUCTIVE.
Limit of Liability
WE SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR
INCIDENTAL DAMAGES OCURRING TO YOU OR YOUR CLIENTS DUE TO YOUR USE OF ANY TOOL,
PRODUCT, SERVICE OR PROGRAM THAT WE OFFER, EVEN IF YOU HAVE ADVISED US OF THE POSSIBILITY
OF SUCH DAMAGES OR HARM. YOU AGREE THAT THE TOTAL LIABLITY THAT WE COULD POSSIBLY
HAVE UNDER ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT THAT YOU HAVE PAID US
FOR THE SERVICES THAT WE HAVE PROVIDED TO YOU. ALL DAMAGES, WHETHER ARISING FROM
TORT OR OTHER CIVIL THEORY, MUST BE REPORTED BY YOU TO US, IN WRITING, WITHIN 30
DAYS OF THEIR OCCURANCE OR YOU WILL FOREVER WAIVE ANY RIGHT TO MAKE A CLAIM REGARDING
SUCH DAMAGES. YOU AGREE TO INDEMNIFY AND HOLD PALERMO PARK INDUSTRIES, INC.,
IT’S OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, PARTNERS, AFFILIATES AND LEGAL
ADVISORS HARMLESS AND TO DEFEND THE SAME AGAINST ANY CLAIM OF ANY NATURE ARISING
FROM YOUR USAGE OF THIS SITE, OUR SERVICES AND PRODUCTS, OR THIS AGREEMENT.
Term and Termination
This Agreement begins upon your accepting any tool, product, service or program
offering from us, or your acceptance of this Agreement or any other written Agreement
that we offer. This Agreement shall terminate 30 days subsequent to your written
request for cancellation, but all hold harmless and indemnification clauses, resolution
of dispute agreements, arbitration, limits of liability, and disclaimers shall remain
in force in perpetuity. All licenses to you shall cease forthwith upon termination
of this Agreement.
Jurisdiction/Arbitration
All legal disputes between us and you shall be resolved by mandatory, binding arbitration
to be conducted in Miami, Florida, using exclusively and solely the laws of Florida
and the United States of America. You must be present at all arbitration hearings
and meetings. Arbitration will be conducted by a member of the American Arbitration
Association who all parties agree to. If the parties cannot agree to a specific
provider of Arbitration or alternative dispute resolution services then, upon one
week’s written notice to you, any officer or director of a Miami based arbitration
provider or alternative dispute resolution service may appoint a particular arbitrator
or alternative dispute resolution service. All fees for arbitration and mediation
must be pre-paid equally by all parties. The prevailing party shall receive an award
of all costs, attorney’s fees and related arbitration and mediation fees along with
whatever award should be issued pursuant to arbitration. All parties shall have
the right and ability to proceed to a Court of Equity in Miami, Florida, for the
purpose of obtaining an Equitable Order prior, during or after arbitration. You
specifically agree to submit to the jurisdiction of the Courts of Miami, Florida
and to said mandatory, binding arbitration. Any legal claims, with us as a defendant
or co-defendant, filed outside of Miami, Florida will require you to post a bond
in the amount of One Million Dollars (USD) to act as surety for our attorney’s fees,
costs, and potential award of damage.
Waivers/Enforceability
Our failure to enforce any portion of this Agreement will not effect our ability
or right to enforce that portion or any provision of this Agreement. In any event
that any portion of this Agreement is determined by a Court of Competent Jurisdiction
to be invalid or unenforceable, the balance of the Agreement shall remain in full
force and legal effect.
Notices:
All notices may be sent to us as follows:
Xentinel Security, Inc
1825 Ponce de Leon Blvd # 128
Coral Gables, FL 33134
Notices are deemed to have been received upon actual receipt.
Independent Contractor Relationship
No relationship of employment is created by this Agreement, rather, a relationship
of independent contractor is the sole legal relationship that exists between the
parties. No relationship of agency, partnership, joint venture, or employer-employee
has been or will be created between the parties.
Force Majeure
Neither party shall be liable in damages or have the right to terminate this Agreement
for any delay or default in performing hereunder if such delay or default is caused
by conditions beyond its control including, but not limited to Acts of God, Government
restrictions (including the denial or cancellation of any export or other necessary
license), wars, insurrections and/or any other cause beyond the reasonable control
of the party whose performance is affected. Neither party shall be liable for any
failure or delay in performance under this Agreement (other than for delay in the
payment of money due and payable hereunder) to the extent said failures or delays
are proximately caused by causes beyond that party's reasonable control and occurring
without its fault or negligence, including, without limitation, failure of suppliers,
subcontractors, and carriers, or party to substantially meet its performance obligations
under this Agreement, provided that, as a condition to the claim of nonliability,
the party experiencing the difficulty shall give the other prompt written notice,
with full details following the occurrence of the cause relied upon. Dates by which
performance obligations are scheduled to be met will be extended for a period of
time equal to the time lost due to any delay so caused.
Electronic Signatures
You agree that your electronic signature carries the full legal import as your
physical signature and that you agree and understand the standards imposed by the
Uniform Electronic Transactions Act and that your electronic subscription herein
serves as your full written endorsement and acceptance of each and every term and
condition contained herewith.
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