Terms of Service

Please read these Terms of Service, the Privacy Policy and the Acceptable Use Policy. Together these three (3) artifacts form a unified agreement ( “Agreement”) that applies to all users of Our Software. This Agreement is between Cybersift Limited (“Cybersift”, “Tutela”, “We”, “Our” or “Us”) and the natural or legal person agreeing to it (“Customer”, “You” or “Your”) and contains important information about Your use of Our Site and / or Software.

By signing up to the Tutela Software, You agree that You have read, understood and are bound by this Agreement. Unfortunately, if You do not agree to this Agreement, We are unable to provide Our Software to You.

Cybersift may amend this Agreement from time to time. We commit to sending an email to the email address associated with Your Account and posting a written notice on Our Site 30 calendar days before any changes go into effect. Your use of Our Site and/or Software following the effective date of any modifications to this Agreement will constitute Your acceptance of the modified Agreement.

 

Definitions
In addition to the terms otherwise defined in this Agreement, the following terms have the definitions below:

  • “Account” shall mean an account with Cybersift to use its Software;

  • “Applicable Law” shall mean the laws to which Cybersift is subject, particularly Regulation (EU) 2016/679 (General Data Protection Regulation - “GDPR”) and the Laws of Malta, and other laws as may be applicable from time to time;

  • “Confidential Information” shall mean all information provided by You or Us, whether orally or in writing, which information is designated as or is by its nature not intended to be public;

  • “Data” shall mean anything that You share with us, including Personal Data and Confidential Information, and any data which is publicly available;

  • “Tutela Enabled Network” means Your digital property (i.e. network) that has the Software enabled;

  • “Intellectual Property Rights” shall mean copyrights, rights to use, and trademarks, and all other industrial and intellectual property rights, in each case whether registered or unregistered, which currently subsist, or will subsist, now or in the future, in any part of the world;

  • "Personal Data" shall mean any data that can be used to identify an individual (e.g. name, identification number, location data, an online identifier, etc.). This definition includes any equivalent definition in the Applicable Law;

  • “Software” shall mean the software as a service (SaaS) offered by Cybersift;

  • “Sub-Processing”, means the processing of Personal Data on behalf of the Processor by a subcontractor (each a “Sub-Processor”). In this Agreement, it does not include ancillary services, such as telecommunication services, postal / transport services;

  • “Third Party/ies” shall mean any persons, whether natural or legal, which are neither You nor Cybersift;

  • “Trial Period” shall mean free access provided to You by Cybersift for a limited and established period of time, to the Software;

  • Where capitalized terms are used in this Agreement which are not defined above, they shall have the meaning given to them in the GDPR, or the equivalent definitions under Applicable Law.

  • “Trial Period” shall mean free access provided to You by Cybersift for a limited and established period of time, to the Software;

  • Where capitalized terms are used in this Agreement which are not defined above, they shall have the meaning given to them in the GDPR, or the equivalent definitions under Applicable Law.

Account Registration, Access and Disclosure

  1. To use the Software, You must create an Account by providing Cybersift with all required information and accepting this Agreement. You agree to provide Cybersift with complete and accurate information upon registration.

  2. If You use Our Site or Software on behalf of a legal entity (such as Your employer or a client), You represent and warrant that You have the authority to bind that legal entity. If You no longer have this authority, then You shall inform Cybersift and the legal entity shall provide Cybersift with a new authorized representative. Cybersift shall not be held liable should a person without the necessary authorization enter into this Agreement for and on behalf of a legal entity.

  3. We reserve the right to access Your Account, the information that You have provided and the Data You have stored with Us for support, maintenance and servicing purposes or for any security-related, technical or billing reasons.

  4. Each user of Your Account shall comply with this Agreement and You are responsible for acts or omissions by a user of Your Account in connection with their use of the Software.

  5. It is Your responsibility to maintain the confidentiality of Your Account information and passwords and to protect the Personal Data of Your end users when using the Software. You are also responsible for promptly notifying Cybersift of any known or suspected unauthorized use of Your account, or breach of Your Account information. Cybersift will not be liable for any losses or damages that You may incur as a result of someone else using Your username or password, either with or without Your knowledge.

Subscription Term

  1. We offer several different subscription plans for Our Software (the “Subscription Plan”). Information about Our Subscription Plans can be found on Our Site. Fees quoted on Our Site do not include taxes that may be applicable in Your jurisdiction. You may upgrade or downgrade Your Subscription at any time during Your Subscription Term, upon which We will apply the respective fees on a pro-rata basis.

  2. Trial Period: At the end of the Trial Period, You will be prompted to enter Your payment details if You have not already done so. If You've already updated Your payment method You will be automatically charged on the date shown on the billing section associated with Your Account.

  3. Renewal Term: Unless the owner of Your Account upgrades or downgrades Your Subscription Plan, You will be enrolled into an automatic renewing cycle for the same term at the conclusion of the Subscription Term (the “Renewal Term”). This applies to all Subscription Plans involving payment including monthly and annual renewals.

  1. By using Our Software, You may process information that qualifies as Personal Data of Your end users and/or other protected information under the laws applicable to You and We may process Account Data in accordance with Our Privacy Policy and Your documented instructions. You shall be solely and exclusively responsible for the lawfulness of the processing of such Personal Data of Your end users and other protected information. This includes obtaining any consent that You are legally or contractually required to obtain from Your end users/customers.

  2. You and Cybersift agree that You are the Controller of Personal Data processed under this Agreement, that Cybersift is the Processor and/or Service Provider and may process Personal Data on Your behalf.

  3. You shall comply with all laws applicable to the Processing of Personal Data by You in connection with the use of Our Software.

  1. Either You or Cybersift may terminate this Agreement for cause as a result of a material breach by the other party of this Agreement if the defaulting party fails to cure such material breach within fifteen (15) calendar days of its receipt of written notice of the breach from the non-defaulting party. In addition, We may immediately terminate this Agreement if You do not pay the fees when due in accordance with Your Subscription Plan.

  2. In the event this Agreement is terminated for cause by You due to Our a material breach which remains uncured, You shall be entitled to a pro-rata refund of all fees previously advanced to Us from the date of the termination through the end of the Subscription Term.

  3. You may terminate this Agreement by downgrading the Subscription Plan associated with Your Account to Our free plan, during or by the end of Your Subscription Term or Renewal Term.

  4. Cybersift may suspend and/or terminate Your right to use the Site and/or Software with or without cause at any time. Cybersift shall notify You via email to Your registered email account if We terminate Your Account.

  5. Your obligation to pay accrued charges and fees accrued up to the date of termination shall survive any termination of this Agreement. In the event of any termination of this Agreement, the limitations on Your use of the Software outlined in this Agreement shall survive such termination.

  1. Except as otherwise stated herein, all rights, titles, and interest in Our Site and/or the Software and any content and Intellectual Property Rights contained therein is the exclusive property of Cybersift. Unless otherwise specified, the Software is for Your limited use only and if You copy or download any information from this Site and/or Software, You agree that You shall not remove or obscure any copyright or other notices contained in any such information.

  2. Subject to this Agreement, Cybersift grants You a limited, revocable, non-exclusive, non-transferable and non-assignable license to use the Site and/or access the Software as a software as a service (SaaS) solution for commercial use subject to the terms of this Agreement. You hereby agree not to resell any part of the Software to Third Parties. You may not modify, copy, distribute, or otherwise use Our Site and/or the Software in any other way as set out in this section. You shall not use the Software, including in conjunction with, any device, program, or service designed to circumvent any deployed technological measures, in an attempt to control access to, or the rights in, a content file or other work protected by intellectual property laws.

  3. Any breach of the above shall constitute a material breach of this Agreement and shall prompt Us, at Our own discretion, to immediately suspend or terminate Your right to access the Software. Any breach of this Clause shall make You liable for damages suffered by Cybersift.

  1. Cybersift commits to securely storing Your Data in accordance with the time frames corresponding to each Subscription Plan. All Data exceeding the stated timeframe will be automatically deleted from Our systems. You expressly acknowledge and accept that Cybersifft does not provide any archiving or backup services, and may delete Data that is no longer in use and exceeds the timeframes stipulated in the applicable Subscription Plan.

  2. In the course of providing its Software to You, Cybersift will have access to some of Your Data. All rights, title, and interest in the Data is Your exclusive property, except as otherwise provided for throughout this Agreement.

  3. Except as otherwise stated in this Agreement, Cybersift shall not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes, in whole or in part, any of Your Data, except for the purposes of the provision of the Software, without any further prior need of approval or consent from You.

  4. If You provide Cybersift with any feedback, suggestions, comments or improvements with respect to the Site and/or Software, Cybersift may make use of these without limitations and an expectation to compensate You.

  1. Cybersift shall maintain Your Confidential Information in the strictest confidence.

  2. You acknowledge and agree that Cybersift may disclose any Data, including Confidential Information if Cybersift is required to do so by mandatory law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with a legal process; (b) enforce this Agreement; (c) respond to claims that any of Your content and/or Data violates the rights of Third Parties; or (d) protect the rights, property, or personal safety of Cybersift, the Site, the Software, its users, and the public.

  1. Each party represents and warrants to the other party that it has all necessary rights and authority to enter into the Agreement.

  2. Cybersift warrants and represents to You that:

    1. the Intellectual Property Rights in any material provided by Cybersift as part of the Site and/or the Software do not, to the best of Cybersift’s knowledge, infringe any Third Party Intellectual Property Rights when used by You in accordance with this Agreement; and

    2. Cybersift will only use Your Data in accordance with this Agreement and Applicable Law.

  3. You represent and warrant that You will comply with all applicable laws and regulations applicable to You (including export and re-export control laws and sanctions) when using Our Software.

  1. Cybersift shall comply with all Applicable Laws when carrying out this Agreement, in particular:

    1. Cybersift has appointed a data protection officer, who can be contacted at dpo@cybersift.com;

    2. Cybersift shall keep Your Personal Data logically separated from Personal Data Processed on behalf of any Third Party;

    3. Cybersift entrusts only persons (whether natural or legal) with the Processing under this Agreement who maintain confidentiality and have been informed of any special data protection requirements relevant to their work;

    4. Cybersift shall cooperate, on request, with the relevant data protection supervisory authority in the performance of its tasks;

    5. Cybersift shall inform You without undue delay of any inspections and measures conducted by the supervisory authority, insofar as they relate to the processing of Your Personal Data under this Agreement;

    6. Cybersift shall undertake reasonable efforts to support You if You are subject to inspection by the supervisory authority, an administrative or summary offense or criminal procedure, a liability claim by a Data Subject or by a Third Party or any other claim in connection with this Agreement;

    7. Cybersift shall periodically monitor the internal processes and the technical and organizational measures to ensure that processing of Personal Data is in accordance with the requirements of Applicable Law and the protection of the rights of the Data Subject;

    8. Upon Your request, Cybersift shall provide You with reasonable cooperation and assistance needed to fulfill Your obligation under the laws applicable to You to carry out a Data Protection Impact Assessment (DPIA) and, where necessary, a prior consultation related to Your use of the Our Software, to the extent that You do not otherwise have access to the relevant information, and to the extent such information is available to Us; and

    9. Taking into account the nature of the Processing and the Software, Cybersift shall assist You by adopting appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of Your obligation to respond to a data subject’s request under the applicable data protection laws.

  1. You use the Internet, Our Site and Software solely at Your own risk and subject to all applicable laws and regulations. Since Our Site and Software are online and accessible from anywhere in the world, You declare that You are aware that access to Our Site and/or Software may not be legal by certain persons or in certain jurisdictions.

  2. While Cybersift is committed to creating secure and reliable Site and Software, Cybersift is not responsible for the security of any information outside of its control. Cybersift shall have no liability for interruptions or omissions in internet, network or hosting services.

 

  1. This Agreement is governed by and construed in accordance with the laws of Malta. The parties agree that any dispute or claim arising out of or in connection with this Agreement or its subject-matter shall be subject to the exclusive jurisdiction of the Malta Arbitration Centre in accordance with the Arbitration Act (Cap. 387 of the Laws of Malta) and the arbitration rules of the Malta Arbitration Centre in force at the time of the dispute. Cybersift shall retain the right, at its option and for its exclusive benefit, to institute proceedings regarding or relating to Your use of Our Site and Software in the courts of law of the country in which You reside.

  1. You and Cybersift waive their rights (if applicable) to a trial by jury relating to all claims and causes of action (including counterclaims) related to or arising out of this Agreement. This waiver shall also apply to any subsequent amendments or modifications to this Agreement.

  1. All claims between the parties, including parent companies and subsidiaries, related to this Agreement will be litigated individually and You will not consolidate or seek class treatment for any claim with respect to the Services.

Data Processing

Termination

Limited Licenses

Access to Your Data

Confidential Information

Warranties

Obligations of Cybersift as Processor

Assumption of Risk

Governing Law and Dispute Resolution

Waiver of Jury Trial

No Class Actions

Disclaimer

THE MATERIALS CONTAINED ON AND IN THE TUTELA SITE AND SOFTWARE ARE PROVIDED “AS IS”. OTHER THAN FOR THE EXPRESS WARRANTIES OF THIS AGREEMENT, CYBERSIFT HEREBY MAKES NO FURTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, AND HEREBY DISCLAIMS AND NEGATES ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHER VIOLATION OF RIGHTS. FURTHER, CYBERSIFT DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF THE MATERIALS ON ITS SITE OR SOFTWARE, OR OTHERWISE RELATING TO SUCH MATERIALS OR ON ANY THIRD PARTY SITES OR SOFTWARE LINKED TO WITHIN OUR SITE OR SOFTWARE OR THAT THE SOFTWARE WILL BE ERROR-FREE OR PROVIDE CERTAIN RESULTS.