Cyber Integrity Solutions – Terms of Service

Effective Date: [08/29/25]

These Terms of Service (“Terms”) govern the use of services provided by Cyber Integrity Solutions, LLC (“CIS”, “we”, “our”, or “us”). By accessing, purchasing, or using CIS services, consulting, software, or deliverables, you (“Client”, “you”, or “your”) agree to these Terms.

If you do not agree, you must not use CIS services.

1. Scope of Services

CIS provides cybersecurity and physical security services, including but not limited to:

Managed Security services and SOC-as-a-Service
Security assessments, training, monitoring, and incident response support
Security consulting, technology integrations, data analysis, or software solutions
Access to tools, AI-powered services, or dashboards

The specific services to be provided to Client will be documented in one or more Statements of Work (SOW) or Service Orders, which become part of these Terms.

2. Client Responsibilities

Client agrees to:

Provide accurate information and timely access to systems, personnel, and facilities required to perform services
Maintain proper licensing and legal rights for any third-party systems CIS interacts with
Implement recommended changes in a timely manner to maintain effectiveness of services
Avoid misuse of CIS tools, AI agents, or monitoring platforms

Client is solely responsible for decisions and actions taken based on CIS recommendations.

3. Security Monitoring & Limitations

CIS provides reasonable efforts to detect, analyze, and respond to threats but cannot guarantee prevention of all cyber or physical incidents.

Unless explicitly stated in writing:

CIS is not responsible for system downtime, damages, or breaches outside the scope of contracted services
CIS does not assume legal control or authority over Client’s internal network, IT systems, or staff actions
CIS recommendations are advisory in nature; the Client retains security ownership

4. Confidentiality

Both parties agree to protect each other’s confidential information.
CIS may use anonymized and aggregated data generated during services for:

Benchmarking, analytics, and reporting
Product and service improvement
No personally identifiable information (PII) or proprietary customer names will be disclosed.

5. Data Rights

All data, logs, and artifacts generated from Client systems remain property of the Client.
CIS retains rights to:

Security tools, methodology, workflow, and intellectual property used in delivering services
Analytics and insights derived from CIS-owned technology

Client must not reverse engineer, copy, or redistribute any CIS technology or platform.

6. Billing, Payment & Suspension

Fees, invoicing schedules, and payment terms are detailed in the SOW or Service Order.
Late payments may result in:

Suspension or termination of services
Finance fees, collection costs, or withholding of deliverables
CIS may pause monitoring or support if payment is 30+ days overdue.

7. Service Availability

CIS aims to provide continuous operation of services; however, downtime may occur due to:

Internet disruptions
Power outages
Hardware/software failures
Scheduled maintenance
CIS is not liable for resulting damages.

8. Incident Handling

In the event of a verified security incident:

CIS will make commercially reasonable efforts to provide guidance and assistance
Client remains legally responsible for notifying regulators, customers, and law enforcement unless otherwise stated in writing
Additional incident support may incur fees outside of the original scope

9. Compliance & Legal Requirements

Client is responsible for ensuring compliance with all applicable laws and regulations in their industry (e.g., HIPAA, PCI, GDPR, etc.) unless explicitly contracted for compliance services.

CIS is not a legal advisor and does not provide regulatory guarantees.

10. Liability Limitation

To the fullest extent permitted by law:

CIS is not liable for indirect, incidental, consequential, punitive, or business-loss damages
CIS’s total liability for any claim arising from services shall not exceed the amount paid by Client in the last 90 days

11. Indemnification

Client agrees to indemnify and hold CIS harmless from claims arising due to:

Client negligence or failure to implement recommended security controls
Client misuse of CIS technology or data
Unauthorized access caused by Client personnel or vendors

12. Term & Termination

Either party may terminate services:

With 30 days’ written notice without cause, unless otherwise stated in the contract
Immediately if the other party breaches these Terms and fails to remedy within 10 days

Upon termination:

All fees due remain payable
All CIS-owned technology access will be removed
Client may request a copy of available logs/data in a standard format

13. Intellectual Property

All CIS systems, software, reports, and deliverables are protected by IP rights.
Client receives a limited, non-transferable license to use deliverables only for internal business purposes.

14. AI-Powered Services (If Applicable)

When using CIS AI security tools (including Castle Wall or similar systems):

Insights are advisory and may not capture all threats
Risk scoring or recommendations must not be treated as legal or final decision-making authority
Client assumes responsibility for interpretation of results

15. Changes to Terms

CIS may modify these Terms with notice. Continued use of services after updates constitutes acceptance.

16. Governing Law

These Terms are governed by the laws of the State of California, without regard to conflicts of law. Any disputes shall be resolved in Sacramento County, California.

17. Entire Agreement

These Terms, along with the SOW(s), represent the full agreement between parties and supersede all prior discussions or understandings.

Acceptance

By signing, accessing, or using CIS services, the Client acknowledges they have read, understand, and agree to these Terms.