THE EMAIL SECURITY SOLUTION ACCESS AGREEMENT FOR COMPANY SOLUTIONS, TOGETHER WITH THE APPLICABLE SCHEDULES AND/OR THE PRIVACY POLICY AND ANY COMMERCIAL DOCUMENTATION PRESENTED TO CUSTOMER, SET FORTH THE TERMS AND CONDITIONS FOR THE PROVISION OF COMPANY SOLUTIONS, HEREINAFTER REFERENCED TOGETHER AS “THE ACCESS AGREEMENT” OR “AGREEMENT”.
CUSTOMER REPRESENTS AND AGREES ON BEHALF OF ITS COMPANY THAT IT HAS THE CAPACITY AND AUTHORITY TO BIND THE COMPANY TO THIS AGREEMENT AND THAT IT HAS READ ALL THE TERMS AND CONDITIONS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM.
IF THE CUSTOMER IS AN MSP ACTING ON BEHALF OF THE CUSTOMER, MSP HAS THE OBLIGATION TO INFORM AND OBTAIN ITS CUSTOMERS’ ACCEPTANCE ON THE TERMS OF THIS AGREEMENT.
IF THE CUSTOMER DOES NOT AGREE TO THIS AGREEMENT, THE CUSTOMER WILL NOT USE ANY COMPANY SOLUTIONS. BY CONTINUING OR BY USING OR BY INITIATING ANY COMPANY SOLUTIONS WITH COMPANY IN ANY WAY, THE CUSTOMER IS INDICATING HIS COMPLETE UNDERSTANDING AND ACCEPTANCE OF THESE TERMS.
IF THE CUSTOMER DOES NOT AGREE TO ALL OF THESE TERMS, CUSTOMER MUST SEND AN EMAIL OF REFUSAL TO: LEGAL@BITDEFENDER.COM.
THIS AGREEMENT IS BINDING AS OF THE EARLIER OF: THE DATE CUSTOMER ACCEPTS IT OR THE DATE SET FORTH ON THE COMMERCIAL DOCUMENTATION.
An employee or other agent, including an MSP, reseller or contractor that installs or registers Company Solutions on behalf of an entity, must have representation of such entity and must accept this Agreement on behalf of the entity before the Company Solutions may be used. Please print this Agreement and save a copy electronically.
This Agreement supersedes all agreements, understandings, and communications, whether written or oral between Customer and Company. Any of Customer’s affiliates purchasing hereunder or using or accessing Company Solutions hereunder, or benefiting from the use of Company Solutions, all listed herein, will be bound by, and comply with all terms and conditions of this Agreement. The entity accepting this Agreement will remain responsible for its Affiliates’ acts and omissions unless otherwise agreed.
This Access Agreement is a legal agreement between Customer and Mesh Security Limited, a Bitdefender owned company, incorporated and registered in Ireland, with company number 678618 whose registered address is at 51 Bracken Road, Sandyford, Dublin D18 CV48, Ireland (“Company or “our” or “we”) in relation to the Company Solutions.
Company has entered into a Reselling Agreement with MSP (“MSP”) for the provision of the Company Solutions, pursuant to and during the course of which MSP may authorize certain users to access and use the Company Solutions and the Documentation to the extent they form part of the Company Solutions and according to the number of licenses/user subscriptions purchased by the Customer.
The Company Solutions, including the Software and Documentation, are licensed to Customer and not sold, and Customer shall have the right to access and use them as per the provisions of this Access Agreement. Company, its Affiliates, and our licensors, at all times remain the owners of the Company Solutions, including the Software and the Documentation and of all Intellectual Property Rights in the Software, the Documentation and in the Company Solutions.
1. DEFINITIONS AND INTERPRETATION
1.1. In this Access Agreement, the following expressions shall have the following meanings unless the context otherwise requires.
“Access Agreement” | means this Email Security Solution Access Agreement. |
“Commercial Documentation” | any purchase order or quote signed between the Customer and Customer’s MSP. |
“Company Solutions” | means the Email Security Solutions “Mesh Gateway”, “Mesh 365” and Mesh Unified” provided by Company to Customer, as more particularly described in the Documentation, as well as Bitdefender GravityZone Extended Email Security Solutions (“Mesh Unified”) and Bitdefender Extended Email Security Solutions for MSP (“Mesh Unified”) including the software, services and the Documentation. |
“Customer” | refers to any legal entity as an end customer and MSP as a contractor of the end customer that has executed this Agreement and ordered Company Solutions from Company or its authorized resellers or distributors, and as well Customer’s Affiliates that places an order under this Agreement, uses or accesses any Company Solutions for their internal use and not for redistribution. |
“Customer Personal Data” | means any Personal Data which Company processes in the provision of the Company Solutions on behalf of the Customer in the capacity of a Processor, or in the capacity of a sub-Processor. |
“Data Processing Agreement” | means the Data Processing Agreement between the parties in relation to the processing of Customer Personal Data. |
“Digital Threats” | means any type of malicious activity or attack that targets a device, system, user or data and that can compromise the integrity, confidentiality or availability of the target, as presently known including but not limited to the malware (including but not limited to subcategories like: viruses, file-infectors, trojans, backdoors, ransomware, worms, exploits, rootkits, botnets, hacktools, downloaders, keyloggers, password stealers, cryptominers, vulnerabilities etc); addware, spyware, PUP (Potentially Unwanted Programs), phishing (including but not limited to specific subcategories like smishing and vishing), malicious or fraudulent URLs, domains or web assets, scams, spam and unwanted email, social engineering techniques and deceptive tactics used with malicious intent including but not limited to spear phishing, whailing, baiting, pretexting, water holling; data centric threats including but not limited to compromising credentials, data breaches, data exfiltration and leakage, unauthorized Data Access, etc.; identity centric threats including but not limited to Identity theft, account takeover, credential stuffing, etc.; malicious attacks (including but not limited to: DoS, MITM, SQL Injections, CSRF, XSS, Password Attacks, Privilege Escalation, Session Hijacking, DNS Spoofing/Poisoning, MAC Spoofing, ARP Poisoning, etc.); any type of program, file or code that is designed or used with malicious intent in order to execute an attack or part of an attack to compromise the integrity of a user's device, system or data presently know or as may be developed in the future. |
“Documentation” | means the online, electronic or other documents made available by Company from time to time which sets out a description of the Company Solutions and the user instructions for the Company Solutions. |
“Event Outside Our Control” | has the meaning given in clause 13 below. |
“GDPR” | means the General Data Protection Regulation ((EU) 2016/679). |
“Intellectual Property Rights” | means patents, utility models, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. |
“MSP” | means any services provider as legal entity (i) that has access or use of the Company Solutions under this Agreement solely on Customer’s behalf and for Customer’s internal use, (ii) has an agreement to provide to Customer the Company Solutions, and (iii) is subject to confidentiality obligations with Customer and the terms of this Agreement. Hereinafter, where the MSP is managing the Customer’s access to the Company Solutions, all the references to Customer shall include MSP as well. |
“Normal Working Hours” | means 08:00 to 00:00 GMT or 03:00 to 19:00 EST on Monday to Friday. |
“Personal Data” | has the meaning given in the GDPR. |
“Processing” | has the meaning given in the GDPR. |
“Software” | means the online software applications provided by Company as part of the Company Solutions. |
“Technical Data” | means all electronic data stored on or transmitted by Customer to Company within the use of the Company Solutions such as any data or device information mainly, but not limited to data or device information related to threats, malicious websites and/or filenames, URLs, C&C Ips, hashes of various virus, malware threats which: (i) are collected from Customer by Company; (ii) are anonymized when knowing that such data may be deemed personal data, except for IPs, Mac addresses, computer names, command lines, filenames, URLs or the like (such that it is no longer personal data in accordance with applicable data protection law); (iii) cannot be linked to personal data; and (iv) are required by Company for the purposes of enhancing the security protection offered by Company Solutions for Customer benefit and Customer, and of improving and measuring the functionality or performance of Company technologies. |
“Validity Period” | means the timeframe when Customer has the right to use Company Solutions which shall begin on the date stated in the Reselling Agreement or Commercial Documentation, as the case may be, regardless of the number of copies that Customer is permitted to use and shall last for the period of time agreed therein, notwithstanding of its usage or not. |
“Vulnerability” | means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly. |
“Updates” | means an update to the detection data or software made available to Customer, or any correction, update, upgrade, patch, or other modification or addition at Company’s sole discretion, from time to time, but excluding any updates marketed and licensed for a separate fee. |
1.2. Interpretation:
1.2.1. Unless expressly provided otherwise in this Agreement, a reference to legislation or a legislative provision:
(a) is a reference to it as amended, extended or re-enacted from time to time; and
(b) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
1.2.2. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2.3. A reference to writing or written includes emails.
2. GRANT AND SCOPE OF ACCESS AGREEMENT
2.1. In consideration of Customer agreeing to abide by the terms of this Access Agreement and in consideration of the payment of the fee and receipt of the corresponding payment by Company, we grant to Customer a non-exclusive, non-transferable, limited right to access and/or use the Company Solutions to which Customer are given access.
2.2. Customer may access and use the Company Solutions for internal business purposes only including Customer’s Affiliates, and subject to the terms of this Agreement and of the Commercial Documentation.
3. RESTRICTIONS
3.1. Customer shall not access, store, distribute or transmit any Digital Threats during the course of Customer use of the Company Solutions.
Customer shall not access, store, distribute or transmit any material during the course of Customer’s use of the Company Solutions that:
3.1.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or technically offensive;
3.1.2 facilitates illegal activity;
3.1.3 depicts sexually explicit images; processing
3.1.4 promotes unlawful violence;
3.1.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
3.1.6 is otherwise illegal or causes damage or injury to any person or property;
and we reserve the right, without liability or prejudice to our other rights, to disable Customer access to any material that breaches the provisions of this clause.
3.2. Customer undertakes to Company:
3.2.1. to comply with the terms of this Access Agreement and the terms of the Bitdefender Access Agreement accessible here https://www.meshsecurity.io/third-party-components;
3.2.2. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
3.2.2.1. not to attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
3.2.2.2. not to attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
3.2.3. not to access all or any part of the Company Solutions and Documentation in order to build a product or solutions which competes with Company Solutions and/or the Documentation;
3.2.4. not to use the Company Solutions and/or Documentation to provide services or solutions to third parties;
3.2.5. not to license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Company Solutions and/or Documentation available to any third party;
3.2.6. not to attempt to obtain, or assist third parties in obtaining, access to the Company Solutions and/or Documentation, other than as provided under this clause 3;
3.2.7. not to introduce or permit the introduction of, any Digital Threats or Vulnerability into Company’s network and information systems;
3.2.8. to provide Company with details of Customer’s identity, Customer’s address, and usage of the Company Solutions as Company may require from time to time; and
3.2.9. to comply with any and all requirements related to security of the Software and of the Company Solutions as notified by Company to Customer through the Software from time to time or as written in the Documentation.
4. INTELLECTUAL PROPERTY RIGHTS
4.1. All rights not expressly set forth hereunder are reserved by Company. Company Solutions are protected by copyright and trade-secret laws and international treaty provisions. Therefore, Customer must treat Company Solutions like any other copyrighted material. Customer may not copy the printed materials accompanying Company Solutions. Customer must produce and include all copyright notices in their original form for all copies created, irrespective of the media or form in which Company Solutions exists. Customer may not reverse engineer, de/recompile, disassemble, create derivative works, modify, translate, or make any attempt to reconstruct or to discover the source code of Company Solutions or underlying ideas, algorithms, file formats, programming or functionality of Company Solutions, unless otherwise allowed under the local legislation applicable to Customer.
4.2. All rights, titles and interest as well as all copyrights in and to Company Solutions (including but not limited to know- how, images, photographs, logos, data, deliverables, animations, video, audio, music, text, "applets" incorporated into Company Solutions), the accompanying printed materials are owned by Company or its licensors, with the understanding that rights, titles and interest in and to certain third-party software identified in the accompanying Open-Source and Third-Party License Terms as published in the About sections are owned by their respective owners. In respect of these Third-Party or open-source software, the following representations and liabilities clauses shall apply to the extent expressly required by the licenses, the terms of relevant licenses (including, in particular, the scope of license as well as disclaimers of warranties and liabilities) to the respective Third-Party software shall apply in lieu of this Agreement. Such Third-Party License Terms related to respective software are located in the About section.
4.3. Customer may not remove any proprietary notices or labels of Company or its lawful owners. All rights not expressly set forth hereunder are reserved by Company or its lawful owners.
4.4. Customer acknowledges that the applicable Third-Party vendors are solely responsible for their offerings and Company makes no representations or warranties concerning those offerings and accepts no liability with respect to them, and if Customer uses any of these third-party offerings, the offerings and Customer use of them will be governed by any license agreements, terms of use, privacy policies and/or other terms and conditions required by the third-party.
4.5. OPEN-SOURCE SOFTWARE IS PROVIDED BY COMPANY “AS IS, WITH ALL FAULTS, AS AVAILABLE” WITHOUT (AND COMPANY SPECIFICALLY DISCLAIMS) ANY GUARANTEE, CONDITION, OR WARRANTY (EXPRESSED, IMPLIED, OR OTHERWISE) OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND/OR NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AS IT RELATES TO ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH OPEN SOURCE SOFTWARE, COMPANY SHALL HAVE NO LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED AND/OR OTHERWISE BASED ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF OPEN SOURCE SOFTWARE, EVEN IF CUSTOMER OR COMPANY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4.6. Additionally, Bitdefender SDK, © Bitdefender 1997-2025 (Bitdefender) is a licensor to Company for advanced malware detection and sandboxing accessible here https://www.meshsecurity.io/third-party-components.
4.7. Customer acknowledges and agrees that Bitdefender shall have the right to protect its Intellectual Property Rights in any of its software accessed by and Customer further acknowledges and agrees that Bitdefender shall have the right to enforce the terms of its Access Agreement (accessible above) against Customer. These rights apply notwithstanding the provisions of the Reselling Agreement.
5. FEEDBACK
5.1. Customer may, from time to time, voluntarily elect to provide ideas, suggestions, comments, including without limitation ideas for new products, technologies, case studies, testimonials, promotions, product names, product feedback and product improvements ("Feedback") to Company with respect to Company Solutions and Customer assigns to Company all rights, titles over Feedback, including allowing, without charge, royalties or other obligation to Customer, the right to make, have made, create derivative works, use, share and commercialize Customer Feedback in any way and for any purpose. Customer will not give Feedback that is subject to a license that requires Company to license its software, technologies, or documentation to any third party because Company includes Customer Feedback in them.
5.2. Customer expressly confirms that Customer has understood, acknowledged and agreed that if Customer provides such Feedback to Company that can’t be assigned then, Customer shall grant Company the following worldwide, exclusive, perpetual, irrevocable, royalty free, fully paid up rights: (i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any Company Solutions , technology, Solutions, specification or other documentation; (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any Company Solutions; (iii) to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and (iv) to sublicense to third parties any claims of any patents owned or licensable by Customer that are necessarily infringed by a third party product, technology or Solutions that uses, interfaces, interoperates or communicates with the Feedback or portion thereof incorporated into Company Solutions. Further, Customer warrants that Customer Feedback is not subject to any license terms that would purport to require Company to comply with any additional obligations with respect to any Company Solutions that incorporate any Feedback.
6. System requirements. Customer’s obligations.
6.1. Customer is responsible for middleware, miscellaneous software, and software applications installation. This responsibility covers correct licensing, configurations control, administration, and operations readiness. Customer is responsible for the installation, operation, maintenance, and support of any software that is not expressly under the sole responsibility of Company. Customer agrees to inform Company via email about the progress of the site preparation, delivery, installation, configuration, and completion of the tests of the configuration.
6.2. Customer understands and agrees that Customer has the sole responsibility for maintaining and backing up data. In all cases, Customer agrees to hold Company harmless from any losses resulting from the loss of data during performance of Company Solutions or otherwise. In addition, Customer is solely responsible for the protection of passwords and Company shall in no way be responsible for any password loss, password change or password incompatibility, even if such password was initially generated by Company or any third-party software. Please be advised that in such a scenario (i.e. a generated password), Company strongly advises Customer to change such automatically generated password after first introducing it along with any other credentials into any piece of software.
6.3. Obligations. Customer, represents and warrants that: (i) own or have a right of use from a third party, and control, directly or indirectly, all of the software, hardware and computer or cloud systems (collectively, “Systems”) with which the Company Solutions will interact by means of email and/or data interception or that will be the subject of, or investigated during Validity Period of the Company Solutions (ii) to the extent required under any federal, state, or local U.S. or non-US laws Customer authorized Company to access these Systems and process and transmit data through in accordance with this Agreement and as necessary to provide and perform the Company Solutions, (iii) have a lawful basis in having Company investigate the Systems, process the Users’ Data and the Personal Data; (iv) that it is and will at all relevant times remain duly and effectively authorized to instruct Company to provide the Company Solutions, and (v) Customer has made all necessary disclosures, obtained all necessary consents and government authorizations required under applicable law to permit the processing and international transfer of Users Data and Personal Data from each User or Affiliate, to Company.
6.4. Customer agrees to use Company Solutions in accordance with laws, rules and regulations and acknowledge that Customer is solely responsible for determining whether a particular use of Company Solutions is compliant with such laws. Customer must obtain all necessary rights and permissions from Customer’s Users to use Company Solutions. Customer is liable and responsible for all actions and omissions occurring under Customer’s Users’ accounts.
7. AUDIT RIGHTS
7.1. Company may audit Customer’s use of Company Solutions to verify that Customer’s usage complies with applicable Documentation. An audit will be done upon reasonable notice and during normal business hours, but not more often than once each year unless a material discrepancy was identified during the course of a prior review. Customer ( or as may be the MSP) agrees to implement internal safeguards to prevent any unauthorized copying, distribution, installation, or use of, or access to Company Solutions. MSP further agrees to keep records sufficient to certify Customer’s compliance with this Agreement, and, upon request of Company, provide and certify metrics and/or reports based upon such records and accounting for both numbers of copies (by Solutions and version) and network architectures as they may reasonably relate to Customer’s subscription and deployment of Company Solutions.
8. WARRANTIES
8.1 Company shall use commercially reasonable endeavors to:
8.1.1 make the Company Solutions available 24 hours a day, seven days a week, except for:
8.1.1.1 planned maintenance carried out outside of Normal Working Hours; and
8.1.1.2 unscheduled maintenance performed outside Normal Working Hours, provided that Company has used reasonable endeavors to give the Customer at least 6 Normal Working Hours' notice in advance.
8.2. Company warrants that the Company Solutions will be provided in a professional and workmanlike manner substantially in accordance with the Documentation and with generally accepted industry standards.
8.3. Company Solutions are provided on an "as is" and "as available" basis. Customer acknowledges, understands, and agrees that Company does not guarantee that it will find, locate, or discover all of Customer’s system Digital Threats, vulnerabilities, incidents, malware, and malicious software, and Customer will not hold Company responsible, therefore Company does not warrant that Company Solutions will meet Customer’s requirements. Company does not guarantee that Company Solutions will perform error-free or uninterrupted or that Company will correct all program errors or that the Customer’s systems will be secure, error-free, uninterrupted or compliant.
8.4. To the extent permitted by law, these warranties are exclusive and there are no other express or implied warranties or conditions, and Company hereby expressly disclaims any implied or express warranties and conditions, including, without limitation, the implied warranties, warranties or conditions of merchantability and fitness for a particular purpose with respect to any recommendation, damages for loss of goodwill, work stoppage, loss of data, false positives or false negatives, device failure or malfunction title, non-interference, timeliness, completeness, currentness, reliability accuracy of informational content, system integration, and non-infringement of third party rights by filtering, disabling, or removing such third party’s software, spyware, adware, cookies, emails, documents, advertisements or the like, nor that Company Solutions will detect any or all security incidents, security or malicious code threats or use of Company Solutions and other service, functionalities, features, enhancements, maintenance or support related thereto, or any other materials (tangible or intangible) and any updates supplied by Company will keep Customer’s network, cloud or endpoints or any systems and devices free from malware or other malicious or unwanted content, or uninterrupted or safe from intrusions or other security attacks/scams/breaches.
8.5. Customer understands and agrees that Company cannot, and does not herein, provide any warranty, guarantee, condition, or assurance that the deployment/use of any Company Solution (either by itself or in combination with other Company solution and services) will be error free, uninterrupted, nor will guarantee complete protection from and against all present and future security threats to customer’s networks, systems, devices, servers or data and nothing herein shall be deemed to imply such a warranty, guarantee, condition, or assurance. Furthermore, Company does not provide any warranty, guarantee, condition, or assurance or legal advice in regard of different laws, regulations, certifications, policies or standards implementation.
8.6. Company Solutions are not fault-tolerant and are not designed or intended for use in any hazardous environment requiring fail-safe performance or operation. Company Solutions are not for use in the operation of aircraft navigation, nuclear facilities, or communication systems, weapon systems, direct or indirect life-support systems, air traffic control, or any application or installation where failure could result in death, severe physical injury or property/environmental damages.
8.7. Due to the continual development of new techniques for attacking endpoints, networks, systems, Company does not represent, warrant or guarantee: (1) that Company Solutions will detect, block, or completely remove, or clean any or all applications, routines, and files that are malicious, fraudulent or unwanted; or (2) that any product or any data, equipment, system or network on which a Company Solution is used (or protects) will be free of vulnerability to intrusion or attack.
8.8. Customer shall be solely responsible for the proper back-up of all data and Customer shall take appropriate measures to protect such data and assure business continuity. Company assumes no liability or responsibility whatsoever if data is lost or corrupted or system interruptions.
8.9. Company does not guarantee the identification and/or elimination of all or potential risks, threats, attacks or vulnerabilities, and Customer remains fully responsible for implementing the recommendations and corrections. In no event shall Company be held liable for any damages resulting from the failure to act on such recommendations or for damages arising from risks that were not detected or addressed by the solution or service.
8.10. Company does not guarantee that the use of the Company Solutions will result in full compliance with all applicable regulations or that Customer’s systems will be completely secure, but ultimate responsibility for compliance and security rests with Customer. Company will not be liable for any penalties, fines, or legal consequences that may arise from non-compliance or insufficient security measures, even if its solutions are used in an attempt to ensure compliance.
8.11. Company Solutions may interact with third-party services, platforms, and environments. Company does not guarantee the compatibility or performance of these third-party services or the ability of Company Solutions to mitigate risks arising from third-party platforms, including cloud providers and third-party software. Company will not be liable for any loss or damage resulting from the failure of third-party systems, software, or services to function as expected, nor for any type of damages resulting from integrations or dependencies outside of Company’s direct control.
8.12. Customer’s access to the Software, the Documentation and the Company Solutions is subject to the continuation of the Agreement. Without prejudice to any other right or remedy we may have, if the Customer/MSP fails to pay us any sum due under the Agreement as and when it falls due, we may suspend all or part of the Company Solutions until payment has been made in full. During any such suspension of the Company Solutions no emails will be monitored, detected or blocked by us for the Customer and/or for MSP which may also cause disruption to or delays in email delivery to the Customer. We will not be responsible for any risk or liability howsoever arising from the suspension of the Company Solutions due to non-payment.
9. INDEMNITIES
9.1. The Customer shall indemnify, defend, and hold Company and its directors, officers, employees, agents and attorneys harmless from and against any and all third-party claims, actions, demands, liabilities, losses, damages, judgments, or settlements, including all reasonable attorney’s fees, and expenses related thereto, directly or indirectly resulting from, relating to, arising out of, or attributable to or based upon, the misuse of Company Solutions or in violation of any third party rights.
9.2. Company shall defend, indemnify and keep Customer harmless from any claim by a third party, that use of Company Solutions by Customer, in accordance with the terms and conditions of this Agreement, infringes that third party’s intellectual property rights, and against the resulting costs and damages finally awarded against Customer to such third party by a court of competent jurisdiction or agreed in a settlement.
9.3. The foregoing obligation of Company does not apply with respect to the Company Solution and the Software or portions or components thereof: (i) not supplied by Company; (ii) used in a manner not expressly authorized by this Agreement or the accompanying Documentation (iii) made in accordance with Customer’s specifications; (iv) modified by anyone other than Company, if the alleged infringement relates to such modification; (v) combined with other products, processes or materials where the alleged infringement would not exist but for such combination; (vi) of any third party software or solutions or open source software or and evaluation of Company Solutions (if the case) or offer for no cost to Customer or where Company does not charge for it or (vii) where Customer continues the allegedly infringing activity after being notified thereof and provided with modifications that would have avoided the alleged infringement.
9.4. In the event the Company Solutions are held by a court of competent jurisdiction to constitute an infringement of third party intellectual property rights, Company shall, at its sole option, do one of the following: (i) procure the right to continued use; (ii) modify Company Solutions, as the case may be, so that their use becomes non-infringing; (iii) replace Company Solutions, as the case may be, with substantially similar products in functionality and performance; or (iv) if none of the foregoing alternatives is reasonably available to Company, Company shall refund the pro-rata unused portion of Company Solutions, depending on the case.
9.5. The Parties may request indemnification under this provision, provided they: (a) give notice within ten (10) days of any claim being made or proceedings being issued against; (b) give sole control of the defense and settlement to the indemnifying party (provided any settlement relieves the indemnified party of all liability in the matter); (c) provide all available information and reasonable assistance; and (d) have not previously compromised or settled such claim without the other party prior approval.
THIS SECTION STATES COMPANY’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT AND MISAPPROPRIATION CLAIMS.
10. LIABILITY. LIMITATION OF LIABILITY
10.1. Customer acknowledges that Company Solutions have not been developed to meet Customer’s individual requirements, including in particular any cybersecurity requirements Customer might be subject to under law or otherwise, and that it is therefore Customer’s responsibility to ensure that the facilities and functions of the Company Solutions meet Customer’s requirements.
10.2. We only grant access to Company Solutions for the internal business purposes of the Customer, and Customer agrees not to use the Company Solutions for any other purpose including for re-sale purposes.
10.3. Company shall not be liable for any direct, indirect, incidental, special, punitive, or consequential damages, or any loss of profits, revenue, data, or data use or damages that were reasonably foreseeable by both parties but could have been prevented such as, for example, losses caused by virus, threats, malware, errors, system interruptions or other malicious programs, or loss of or damage to Customer’s data or system interruptions.
10.4. Except as expressly and specifically provided in this Agreement and to the maximum extent permitted by applicable law, Customer assumes sole responsibility for results obtained from Customer’s use of the Company Solutions, the Software and the Documentation, and for conclusions drawn from such use. Company shall have no liability for any damage caused by: errors or omissions in any information, the Company Solutions has not been used in accordance with the terms and conditions of this Agreement and the Documentation, the issue has been caused by Customer’s failure to apply Updates or any other action, script or instruction recommended by Company, the issue results from any cause outside of Company’s reasonable control, the event of failure of the Company Solutions arising or resulting from improper installation or any modification, alteration, or addition thereto, or any problem or error in the operating system software with which the software is installed and is designed to operate; if any problem or error in the Company Solutions has resulted from improper use, misapplication or misconfiguration, or the use of the Company Solutions with other programs or Solutions that have similar functions or features which are incompatible with Company Solutions; instructions or scripts provided to Company by Customer or the Customer in connection with the Company Solutions, or any actions taken by Company at Customer’s or the Customer's direction;
10.5. The total Company’s maximum liabilities or indemnities for any damages arising out of or related to this Agreement, whether arising by statute, law, course of dealing, custom and practice, or trade usage shall be limited and in no case shall Company’s liability exceed €100.
Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to Customer.
10.6. Notwithstanding the foregoing, Company does not limit or exclude its liability for (i) death or personal injury caused by gross negligence directly attributable to Company, (ii) fraudulent misrepresentation, or (iii) any other liability to the extent that such liability cannot be excluded or limited by applicable law.
10.7. Each Party recognizes and agrees that the waivers, warranty limitations, as well as disclaimers and exclusions from and limitations of liability and/or remedies in this Agreement are a material and essential basis of this Agreement; reflect a reasonable allocation of risk between the Parties; are fair, reasonable, and a fundamental part of this Agreement; and each has been taken into account and reflected in determining the consideration to be given by each Party under this Agreement and in the decision by each Party to enter into this Agreement. The Parties acknowledge and agree that absence of any such waivers, disclaimers, exclusions, and/or limitations of liability/remedies, the provisions of this Agreement, including the economic terms, would be substantially different, or in the alternative, this Agreement would not have been consummated.
10.8. Company is acting on behalf of its partners for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.
10.9. This Access Agreement sets out the full extent of our obligations and liabilities in respect of the supply of the Software, Documentation and/or the Company Solutions. Except as expressly stated in this Access Agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software, Documentation and/or the Company Solutions which might otherwise be implied into, or incorporated in, this Access Agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
11. TERMINATION
11.1. Subject to article 11.3, Company may suspend Customer’s access to the Company Solutions or terminate this Access Agreement immediately by written notice to Customer or MSP in either case at our option if Customer commits a breach of this Access Agreement.
11.2. On the expiry or termination of this Access Agreement:
11.2.1 all rights granted to Customer under this Access Agreement shall cease;
11.2.2 Customer must immediately cease all activities authorized by this Access Agreement; and
11.2.3 Customer must immediately and permanently delete any Company Confidential Information to which Customer has been granted access.
11.3. Customer acknowledges and agrees that this Access Agreement shall end if the Reselling Agreement between MSP, reseller or contractor and Company expires or is terminated for any reason.
12. ELECTRONIC COMMUNICATIONS
12.1. Company may send Customer legal notices and other commercial communication about the Company Solutions or use the information that Customer provides Company ("Communications"). Company will send Communications via email to the email address provided by Customer or will post Communications on its websites. The legal basis for sending these communications is this Agreement and the legitimate interest for marketing with the current customers for the commercial Communications. With respect to email notices, any such email notice to Customer will be sent by Company to the contacts named by Customer. Customer is responsible for ensuring that such email address or contact info is accurate. Any email notice that Company sends to the then-current email address will be effective when sent, whether or not Customer actually receives the email.
12.2. Company may from time to time provide Customer with updates, including security updates that contain bug fixes or modifications, to the Company Solutions to keep the Company Solutions in conformity with the Documentation.
12.3. If Customer does not accept the terms of this Access Agreement as amended from time to time by us Customer must immediately stop using and accessing the Company Solutions.
12.4. If we have to contact Customer, we will do so by email.
12.5. Note that any notice:
(a) given by us to Customer will be deemed received and properly served 24 hours after it is first posted on our platform for the Company Solutions, and 24 hours after an email is sent.
(b) given by Customer to us will be deemed received and properly served 24 hours after an email is sent.
12.6. In proving the Solutions of any notice, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.
13. EVENTS OUTSIDE OUR CONTROL
13.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Access Agreement that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in article 13.2.
13.2. An “Event Outside Our Control” means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
13.3. If an Event Outside Our Control takes place that affects the performance of our obligations under this Access Agreement:
13.3.1. our obligations under this Access Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
13.3.2. we will use our reasonable endeavours to find a solution by which our obligations under this Access Agreement may be performed despite the Event Outside Our Control.
14. HOW WE MAY USE CUSTOMER’S PERSONAL INFORMATION
14.1. Under data protection legislation, we are required to provide certain information about who we are, how we process the Personal Data of those individuals who use the Software, the Documentation and the Company Solutions for what purposes and those individuals' rights in relation to their Personal Data and how to exercise them. This information is provided in https://www.meshsecurity.io/privacy-notice and it is important that Customer reads that information.
14.2. To the extent we process the Customer Personal Data in the provision of the Company Solutions, the provisions of the Data Processing Agreement available at the following link https://www.bitdefender.com/en-us/site/view/data-processing-agreement-for-mesh-solutions shall apply and are incorporated herein by reference.
15. EXPORT
15.1. Each party agrees to comply with all U.S. federal, state, local and non-U.S. laws directly applicable to such party in the performance of this Agreement, including but not limited to, applicable export and import, anti-corruption and employment laws. Customer acknowledges and agrees the Company Solutions shall not be used, transferred, or otherwise exported or re-exported to regions that the United States and/or the European Union maintains an embargo or comprehensive sanctions (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity subject to individual prohibitions under any applicable laws (e.g., parties listed on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders) (collectively, “Designated Nationals”), without first obtaining all required authorizations from the U.S. government and any other applicable government. Customer represents and warrants that Customer’s reseller or contractors or Affiliates are not located in, or is under the control of, or a national or resident of, an Embargoed Country or Designated National. Also, Company represents and warrants that is not located in, or is under the control of, or a national or resident of, an Embargoed Country or Designated National. Customer, including the MSP, agrees to indemnify and hold Company harmless from and against claims, losses, costs, or liability, arising in connection with breach of these obligations by Customer.
16. MISCELANEOUS
16.1. If Customer is located in the United States or Canada, this Agreement is governed by the laws of the State of Florida, USA, with the venue in Broward County. If Customer is located in Ireland, this Agreement will be governed by the Irish laws, with the venue in Dublin. If Customer is located in UK, Australia and New Zeeland, this Agreement will be governed by the laws of UK laws, with the venue in Reading. If Customer is located in the Netherlands, Belgium, Denmark, Finland, Iceland, Norway, and Sweden, this Agreement is governed by the Dutch Laws with the venue in the Hague. If Customer is located in Germany and Austria, this Agreement is governed by the German Laws with the venue in München. If Customer is located in Indonesia or in Singapore, this Agreement will be governed by the laws of Singapore with the venue in the courts of Singapore. If Customer is located in rest of Europe, in the rest of Asia, Africa and Middle East, LATAM, this Agreement will be governed by the laws of Romania with the venue in the courts of Bucharest.
16.2. In the event of invalidity of any provision of this Agreement, the invalidity shall not affect the validity of the remaining portions of this Agreement.
16.3. This Agreement describes certain legal rights. Customer may have other rights under the laws of Customer’s state or country. Customer may also have rights with respect to the party from whom Customer acquired the Company Solutions. This Agreement does not change Customer’s rights or obligations under the laws of Customer’s state or country if the laws of Customer’s state or country do not permit it to do so.
16.4. Company and Company logos are trademarks of Company. All other trademarks used in Company Solutions or in associated materials are the property of their respective owners.
16.5. Company retains the right to assign this Agreement in its sole discretion. Customer may not assign this Agreement without the prior written permission of Company, provided, however, that Customer shall have the right to transfer this Agreement by operation of law as part of a merger, reorganization, or sale of all or substantially all of Customer’s assets or shares upon written notice to Company.
16.6. Either party represents and warrants that (i) in connection with this Agreement, it has not and will not make any payments or gifts or any offers or promises of payments or gifts of any kind, directly or indirectly, to any official of any foreign government or any agency or instrumentality thereof and (ii) it will comply in all respects with the Foreign Corrupt Practices Act and any other applicable laws and (iii) it will comply with the export compliance laws applicable to each party fulfilling its obligation under this Agreement. To the maximum extent permissible by written waiver, disclaimer, limitation, and/or exclusion under Applicable Laws, this Agreement is entered into solely between and for the benefit of, and may be enforced only by, the Parties hereto and no third party shall have any right/benefit hereunder, whether arising hereunder, under any statute now or enacted hereafter (such as Contracts (Rights of Third Parties) Act of 1999 in the UK and similar laws enacted in Ireland, Singapore, New Zealand, and certain states of Australia, the application of each of which is hereby barred and disclaimed), or otherwise. This Agreement does not, and shall not be deemed to, create any expressed or implied rights, remedies, benefits, claims, or causes of action (legal, equitable or otherwise) in or on behalf of any third parties including employees, independent consultants, agents, and Affiliates of a Party, or otherwise create any obligation or duty to any third party; provided, however, notwithstanding anything contained herein this Agreement to the contrary, Company’s suppliers, software licensors, and resellers shall be intended third party beneficiaries for the exclusions, limitations, and disclaimers with respect to Company Solutions as stated in this Agreement.
16.7. This Agreement constitutes the entire agreement between Customer and Company concerning the subject matter of this Agreement and it supersedes all prior and simultaneous proposals, agreements, understandings, or other communications between the parties, oral or written, regarding such subject matter. It is expressly agreed that the terms of this Agreement shall supersede any terms in any procurement Internet portal or other similar non- Company document and no such terms included in any such portal or other non- Company document shall apply to the Company Solutions ordered. Any Order or other Commercial Documentation through a reseller/contractor/client is subject to, and Company’s obligations and liabilities to Customer are governed by, this Agreement. Company is not obligated under any agreement or order made by the reseller or client with Customer unless a legal representative of Company executes the agreement.
16.8. Company may revise these terms and conditions of the Agreement at any time, and the revised terms shall automatically apply to the corresponding versions of Company Solutions distributed with the revised Agreement. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the rest of the Agreement, which shall remain valid and enforceable. In case of controversy or inconsistency between translations of this Agreement to other languages, the English version issued by Company shall prevail.
16.9. Any additional, conflicting, or different terms or conditions proposed by Customer or reseller or provider from whom Customer purchased the Company Solutions or any issued documents by Customer, or Commercial Documentation, are hereby rejected by Company and excluded.
16.10. This Agreement shall govern the relationship between the parties with respect to all Commercial Documentation for the Company Solutions that Customer shall place to Company.
16.11. Unless Customer informs Company otherwise by sending an email to us at legal@bitdefender.com, at any time, Customer agrees that Company may display Customer’s company name and logo (in accordance with any trademark guidelines Customer provides) as a Company customer in a manner that does not suggest Customer’s use or endorsement of any specific Company Solutions provided by Company.
Last updated: August 2025