THE MSP HAS THE OBLIGATION TO INFORM ITS CUSTOMERS OF THIS AGREEMENT AND OBTAIN THEIR AGREEMENT ON THE TERMS OF THIS AGREEMENT.
IF MSP DOES NOT AGREE TO ALL OF THESE TERMS OR IF MSP DOES NOT HAVE AUTHORITY TO BIND THE COMPANY, WILL SELECT THE REJECTING OPTION AND WILL NOT INITIATE THE MDR SERVICE (“MDR”).
MSP REPRESENTS AND AGREES ON BEHALF OF ITS COMPANY THAT MSP HAS THE CAPACITY AND AUTHORITY TO BIND ITS COMPANY TO ITS AGREEMENT AND THAT MSP HAS READ ALL OF THE TERMS AND CONDITIONS, UNDERSTANDS THEM, AND AGREES TO BE BOUND BY THEM. THESE TERMS AND CONDITIONS ARE BINDING AS OF THE EARLIEST OF THE DATE MSP ACCEPTS THESE TERMS AND CONDITIONS, THE DATE SET FORTH ON AN ORDER OR THE DATE ON WHICH MSP WILL DOWNLOAD, INSTALL OR ACTIVATE THE MDR SERVICE.
This Agreement is a legal agreement between MSP as a legal person and Bitdefender for the initialization and use of the MDR service, and may include associated media, printed materials and "online" or electronic documentation (hereafter designated as "Documentation"), all of which are protected by international copyright laws and international treaties. Any of its affiliate or its customers purchasing hereunder, or using or accessing the MDR hereunder, or benefitting from its use of MDR, will be bound by and comply with all terms and conditions of this Agreement. The Company signing these Agreement will remain responsible for its affiliates’ and customers’ acts and omissions unless otherwise agreed.
MDR SERVICE DETAILS. This Agreement refers to the Bitdefender Managed Detection and Response Service hereinafter referred to as the “MDR”. To the extent permitted by applicable law, Bitdefender can modify its features, description and/or minimum system requirements, in order to continuously improve the quality and content of the MDR.
The MSP will give access right to MDR to its customers for their Internal Use. By way of example and not limitation, Internal Use does not include access for the benefit of any person or entity other than end customer and Affiliates or and Customers
VALIDITY PERIOD. The MDR validity period is minimum 12 months limited, as stated in the MDR documentation, starting with the moment of initial activation and subject to the condition MSP and its Customers activated within the Bitdefender Solutions: Bitdefender Cloud Security for MSP, Advance Threat Security and EDR for the entire customer infrastructure, for minimum 12 months.
MDR includes the services as described on the Website and in the applicable Documentation related to the MDR. For clarity purposes, MDR includes specific software as well as cloud-based software or other products offered under any order, the available accompanying API’s, the relevant data, any Documentation and any updates thereto that may be made available by Bitdefender from time to time.
Managed Detection and Response Services does not include Professional Services as stated on the website.
I. Service Setup Phase
Onboarding: The deployment of the Bitdefender Solution will be reviewed and discussed by MSP for each of the customer with Bitdefender representatives, at a mutually agreed time, in order to confirm that the software is correctly deployed. MSP will provide us with written documentation establishing its contacts, communication methods and how alerts are processed for the customer.
II. Ongoing Services Phase
1. Monitoring potential attacks: Only after the Onboarding, the MDR installation will be monitored 24x7 during the Validity Period for each of the MSP’s Customer.
Potential attacks notifications:
Notifications and Updates. Once a security event has been identified in its Customer Environment, we will provide an initial notification through the agreed communication channels provided by MSP and provide subsequent updates in the following timeframes based upon our determination of the applicable severity level. We will notify and update MSP via telephone or ticket depending upon the severity of the situation and consistent with any procedures that have been established and documented with MSP for each customer account. The notification times stated below start from the moment when ‘Bitdefender Solution’ has identified a potential breach incident, namely that Bitdefender has (i) identified a potential attack in order for necessary measures to be taken and/or (ii) if the case, request for more information from MSP. For the avoidance of any doubt, Bitdefender will use all commercial reasonable efforts to notify MSP as stated in the below response timetable, which does not apply until MSP receives notice that a breach has occurred and that we have assigned the said breach a severity level. MSP has the obligation to notify its customers.
Critical and High priority severity levels are not available for non-production systems.
Severity Level (example incidents)
Initial Notification (from event identification)
Update Frequency (after initial notification)
MSP has the obligation to notify its Customer.
SP has the obligation to notify its Customer.
applicable, recommendation will be provided when available.
MSP has the obligation to notify its customer.
applicable, recommendation will be provided when available.
MSP has the obligation to notify its customer
MSP WILL RESPECT THE ABOVE MENTIONED SLAs FOR NOTIFYING THEIR CUSTOMERS AND FOR RESPONDING BACK TO BITDEFENDER REPRESENTATIVES. BITDEFENDER WILL NOT BE HOLD LIABLE FOR ANY CLAIMS OR LOSSES RESULTED FROM BREACHING THE SLAs OF NOTIFING AND RESPONSE BY THE MSP.
2. User initiated Alert Review and Validation: MSP can, 24/7, access Support channels and inquire about the validity of an incident that they discover;
MSP will be notified that the investigation request has been received and the investigation has started. Bitdefender can ask for more information if needed for the assessment.
Once an investigation has been concluded, the MSP will be notified of the completion of the investigation. MSP will have the obligation to notify its Customers in due time.
NOTE: The forensic analysis of the attack services is explicitly excluded from the services offered.
The MDR will provide standard information and reports to MSP as part of normal business operations including the following types of reports on MSP Customers’ Covered Environment:
Realtime Dashboard – A summary of all security events seen in MSP Customers’ Covered Environment over the last week.
Monthly Report – Monthly reports include a summary of all security events seen in MSP ‘s Customers Covered Environment for the previous month, including threat hunting and incident summaries
After Action Report – After Action reports are generated for completed incident investigations. They contain the details of the attack, a summary of the actions taken and any recommendations on changes in the environment to help prevent similar incidents in the future
Bitdefender can identify whether there is an attack or not and MSP can decide how Bitdefender is to react, as per the pre-approved actions the parties have previously envisaged. For the avoidance of any doubt, Bitdefender will be entitled to perform (i) the pre-approved actions previously detailed and explained to MSP, both with respect to timeframe for taking such action(s) as well as with respect to all consequences of taking the said actions (including unforeseen consequences which MSP hereby expressly agree upon); (ii) any other action that MSP expressly authorizes, once MSP has been notified with respect to the breach. In addition, MSP expressly acknowledges and agrees that Bitdefender has no obligations (including no liabilities and no damages payment) towards MSP or any of its Customers for any and all repercussions in connection with taking any of the (i) or (ii) actions, provided that MSP’s express consent was previously obtained. MSP has the obligation to obtain the necessary approvals from its Customers.
PAYMENTS. Orders are non-cancellable. Any order through a Bitdefender distributors or resellers is subject to, and Bitdefender obligations and liabilities to MSP and its Customers are governed by this Agreement.
MSP will pay the fees for MDR directly or indirectly through Bitdefender channel partners as set forth in the applicable order. Unless otherwise expressly set forth on the order, MSP will pay the fees stated in the order within 30 days after receipt of the applicable invoice. Except as otherwise expressly provided in this Agreement, all fees are non-refundable. Fees are exclusive of any applicable sales, use, value added, withholding, and other taxes applicable, however designated. MSP will pay all such taxes levied or imposed by reason of the purchase of MDR and the transactions hereunder, except for taxes based on Bitdefender’s/its channel partners’ income or with respect to Bitdefender’s employment of its employees.
DELIVERY CHANNELS. Bitdefender may choose to provide the MDR using the following delivery channels: phone, email or remotely accessing its GravityZone Console. During the delivery of the MDR, Bitdefender may, at its sole discretion and without any obligation, capture in different forms (such as, but not limited to: voice recording, written recording, database monitoring) the MDR sessions for quality improvement purposes and/or market research purposes. By accepting this Agreement, MSP agrees (and will obtain Customers’ approval) to allow Bitdefender to perform such captures, including recordings of any type and to use and process any information resulted from such recordings for MDR improvement purposes, for marketing research or training purposes and in order to respond to any legal or regulatory requirements, in compliance with the applicable laws.
For using the MDR, MSP and its Customers need to have a valid activated license to Bitdefender Solution: Bitdefender Cloud Security for MSP, Advance Threat Security and EDR for the entire customer infrastructure, for minimum 12 months. In addition, MSP and its Customers need to have a valid MDR subscription.
MDR AVAILABILITY. Bitdefender will make operationally and commercially reasonable efforts to make the MDR available on a 24/7/365 basis. However, the MDR delivery may be limited to some geographic regions or may suffer interruptions due to technical maintenance or Internet provider issues; independent of Bitdefender’s control. By accepting this Agreement, MSP and in the name of its Customers agrees to grant Bitdefender’s representatives the following rights: (i)To use whatever support or remote access tools are necessary to investigate the incident(s); (ii)To install Bitdefender proprietary or third party licensed remote access tools, for the sole scope of providing the MDR; (iii) To access its Customer computer remotely and modify settings and configurations, including installing or removing specific items, in order to solve a problem or diagnose more complex problems, either as a result of a pre-approved action or as a direct response to MSP’s indications; (iv) To gather data from its devices only for the purpose of providing the MDR and as a part of problem diagnosis process.
As a result of using the MDR Services, including specific MDR support sessions, Bitdefender can remove any remote access tools software installed on its Customer computer for the scope of providing the MDR; however, by accepting this Agreement MSP and its Customers are informed and expressly accept the fact that there might be residual files left on customers’ computer as a consequence of usage of the support and/or remote tools.
In addition, it is MSP’s sole responsibility to check whether any residuals impact customer in any way and to resolve any and all potential consequences of such residuals. Bitdefender hereby accepts no liability whatsoever with respect to any residuals.
RESTRICTIONS. The access and use rights set forth in do not include any rights to, and neither MSP or its Customers will, with respect to any MDR (or any portion thereof): (i) alter, publicly display, translate, create derivative works of or otherwise modify MDR and Bitdefender Solutions; (iii) sublicense, distribute or otherwise transfer MDR and Bitdefender Solutions to any third party except as permitted herein; (iv) allow third parties to access or use MDR and Bitdefender Solutions except for as expressly permitted herein; (v) create public Internet “links” to MDR and Bitdefender Solutions or “frame” or “mirror” any MDR content on any other server or wireless or Internet-based device; (vi) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code (if any) for MDR and Bitdefender Solutions (except to the extent that such prohibition is expressly precluded by applicable law), circumvent its functions, or attempt to gain unauthorized access to MDR or its related systems or networks; (vii) use MDR to circumvent the security of another party’s network/information, develop malware, unauthorized surreptitious surveillance, data modification, data exfiltration, data ransom or data destruction; (viii) remove or alter any notice of proprietary right appearing on MDR and Bitdefender Solutions; (ix) conduct any stress tests, competitive benchmarking or analysis on, or publish any performance data of MDR; (x) cause, encourage or assist any third party to do any of the foregoing. MSP agrees to obtain the Customer approval to use the MDR in accordance with laws, rules and regulations directly applicable to Customer and acknowledges that Customer is solely responsible for determining whether a particular use of MDR is compliant with such laws.
IF MSP makes Customer accounts, then MSP is liable and responsible for all actions and omissions occurring under user accounts for MDR.
MSP authorizes Bitdefender to give its own suppliers/contractors who provide MSP services for internal use, the rights and privileges to the Bitdefender Solutions and MDR necessary to enable and provide for its use and receipt of the its services to MSP. If at any time MSP will revoke this authorization, then MSP is responsible for taking the actions necessary to revoke such access and use in Bitdefender Solutions and MDR and MSP will disable the its access to Bitdefender Solutions and MDR within a reasonable period of time. If MSP would need Bitdefender assistance, then it should contact Bitdefender support.
DISCLAIMER. MSP and its suppliers/contractors remain responsible for their acts and omissions during such time. The Bitdefender Solutions and MDR is not conditional upon suppliers/contractor’s usage. Bitdefender is not responsible or liable for any loss, costs or damages arising out of their actions or inactions in any manner, including but not limited to, for any disclosure, transfer, modification or deletion of the Customers’ data. Bitdefender: (i) does not control, monitor, maintain or provide support for MSP suppliers/contractors, (ii) disclaims all warranties of any kind, indemnities, obligations, and other liabilities in connection with Its suppliers/contractors services provided to MSP and its Customers, and any of Its suppliers/contractors interface or integration with the Bitdefender Solutions and MDR. MSP hereby acknowledges and agrees that Bitdefender cannot be held liable for any services and related features provided by its supplier/contractors which might no longer be available to MSP for any reason.
MSP should not give or allow Its suppliers/contractors access to, or use of, intelligence reports provided by, or made accessible in the Bitdefender Solutions or MDR.
FREE, TRIAL OR BETA SUBSCRIPTION. If MSP is offering a trial or beta user, MSP may use MDR for evaluation or testing purposes in a non-production environment for the limited period announced to them, from the date MSP initiate MDR (the "Trial Period"). During the Trial Period, MSP can receive web or email based technical support in the country where MSP is located and Updates, if applicable, without any guarantee or warranty of any kind.
THE PROVISIONS OF THE SECTION WILL APPLY IN LIEU OF SECTION WARRANTIES WITH RESPECT TO ANY FREE/TRIAL AND BETA SOLUTIONS.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MDR AND BITDEFENDER SOLUTION USED FOR EVALUATION AND BETA PURPOSES OR BETA SOLUTIONS ARE PROVIDED TO MSP "AS IS" WITHOUT WARRANTIES OF ANY KIND.
Its right to use MRD or Bitdefender Solution ends when the Evaluation or Beta Period ends or if MSP violates any term of this Agreement. Upon termination of the Evaluation or Beta Period, MSP must delete or destroy all copies of Bitdefender Solution and Documentation and stop using the MDR. Its obligations and rights under this Agreement will continue to apply after the end of the Evaluation or Beta Period.
LIMITATIONS. MSP and its Customers are responsible for middleware, miscellaneous software and software applications installation. This responsibility covers correct licensing, configurations control, administration and operations readiness. MSP and its Customers are responsible for the installation, operation, maintenance and support of any software that is not expressly under the sole responsibility of Bitdefender. MSP agrees to inform Bitdefender via email about the progress of the site preparation, delivery, installation, configuration and completion of the tests of the configuration.
If MSP requests any change to MDR services, the Parties can evaluate and agree upon such changes via a separate document, expressly specifying the adjustment and the new commercial conditions.
MSP acknowledges that technologies are not universally compatible and that there may be limitations. MSP understands and agrees that MSP has the sole responsibility for maintaining and backing up its data. In all cases, MSP agrees to hold Bitdefender harmless from any losses resulting from the loss of data during the performance of MDR Services or otherwise. In addition, MSP and its Customers are solely responsible for the password protection of its passwords and in no way will Bitdefender be responsible for any password loss, password change or password incompatibility, even if such password was initially generated by Bitdefender or any third party software. Please be advised that in such scenario (i.e. a generated password), we strongly advise MSP and its Customers to change such automatically generated password after first introducing it along with any other credentials into any piece of software.
PROPRIETARY RIGHTS. Bitdefender or its licensors or suppliers retain ownership of all proprietary rights in the MDR and any and all associated materials and services, documentation, deliverables and in all trade names, knowhow, trademarks, copyright associated or displayed with the MDR, This Agreement only gives MSP and its Customers limited, non-exclusive, non-transferable rights to use the MDR for its own internal use and not for any commercial activities. Unless an applicable law gives MSP and its Customers more rights despite this limitation, MSP and its Customers may use the MDR only as expressly permitted in this Agreement. No service or deliverable provided by Bitdefender will be considered “Work for Hire” or “Works made in the course of duty,” or any other similar terms under laws where the transfer of intellectual property occurs on the performance of services to a payor.
EXPIRATION. Its right to benefit of the MDR ends when the MDR Validity Period ends or if MSP and its Customers violate any term of this Agreement.
After the specified MDR Validity Period has expired, MSP has no further right to receive any MDR services without the purchase of a new MDR subscription.
COPYRIGHT. All rights, titles and interest regarding the MDR and including but not limited to know-how, images, photographs, logos, data, deliverables, animations, video, audio, music, text, "applets" and all accompanying printed materials are owned by Bitdefender or its licensors. The MDR services are protected by know-how and should be deemed as a trade secret and together with its components are also protected by copyright laws and international treaty provisions. MSP may not copy the printed materials accompanying the MDR. MSP must produce and include all copyright notices in their original form for all copies created irrespective of the media or form in which the MDR exists. MSP may not rent, sell, resell, loan, lease, share or otherwise transfer, with or without consideration the MDR. MSP may not allow third parties to benefit from the use or functionality of the MDR via a timesharing, service bureau or any other similar arrangements.
FOR CLIENTS USING SUMO LOGIC SOLUTION WITHIN MDR THE APPLICABLE TERMS AND CONDITIONS ARE STATED AT: https://www.sumologic.com/terms-conditions/service-license-agreement.
FEEDBACK. It is expressly understood, acknowledged and agreed that MSP will, regardless of whether or not formally requested to do so, provide to Bitdefender reasonable suggestions, comments, testimonials and feedback regarding the MDR, including but not limited to usability, bug reports and test results, with respect to MDR testing (collectively, "Feedback"). If MSP provide such Feedback to Bitdefender, MSP will grant Bitdefender 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 solution, technology, service, 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 MDR; (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 MSP that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the feedback or portion thereof incorporated into a Yonly, technology or service. Further, MSP warrants that its Feedback is not subject to any license terms that would purport to require Bitdefender to comply with any additional obligations with respect to MDR that incorporate any Feedback.
LIMITED WARRANTY. Bitdefender warrants to MSP and its Customers that it will perform MDR in a professional and workmanlike manner consistent with generally accepted industry standards. MSP must notify Bitdefender of any warranty claim for MDR during the period the MDR Services are being performed or within 30 days after the conclusion of that service. Its sole and exclusive remedy and the entire liability of Bitdefender for its breach of this warranty will be for Bitdefender, at its option and expense, to (a) use commercially reasonable efforts to re-perform the nonconforming service, or (b) refund the portion of the fees paid attributable to the non-conforming services.
Express warranties do not apply if the applicable service or Bitdefender Solutions: (i) has been modified, except when such modification was performed by Bitdefender, (ii) has not been installed, used, or maintained in accordance with this Agreement or Documentation, or (iii) is non-conforming due to a failure to use an applicable Update. If any part of an applicable service or Bitdefender Solutions references websites, hypertext links, network addresses, or other third-party information, services or activities, it is provided as a convenience only.
Bitdefender does not warrant that the Bitdefender Solutions and MDR will be uninterrupted or error free or that any errors will be corrected. Bitdefender does not warrant that the MDR will meet its requirements. This limited warranty is void if the alleged defect is a result of an accident, abuse, or misapplication. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BITDEFENDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE MDR, ANY SERVICES OR PRODUCTS, INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES, ENHANCEMENTS, MAINTENANCE OR SUPPORT RELATED THERETO, OR ANY OTHER MATERIALS (TANGIBLE OR INTANGIBLE) OR SERVICES SUPPLIED. BITDEFENDER HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOSS OF DATA, FALSE POSITIVES OR FALSE NEGATIVES, DEVICE FAILURE OR MALFUNCTION, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INTERFERENCE, ACCURACY OF DATA, 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, WHETHER ARISING BY STATUTE, LAW, COURSE OF DEALING, CUSTOM AND PRACTICE, OR TRADE USAGE.
MSP WILL BE SOLELY RESPONSIBLE FOR PROPER BACK-UP OF ALL DATA AND FOR TAKING TAKE APPROPRIATE MEASURES TO PROTECT ALL SUCH DATA. BITDEFENDER ASSUMES NO LIABILITY OR RESPONSIBILITY WHATSOEVER IF DATA IS LOST OR CORRUPTED.
Bitdefender is also acting on behalf of its partners for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided under this Agreement. The foregoing provisions will be enforceable to the maximum extent permitted by applicable law.
LIMITATION OF LIABILITY. NEITHER PARTY WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE. BITDEFENDER’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ITS ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, WILL BE LIMITED TO THE FEES MSP HAS PAID BITDEFENDER FOR THE ALLEGEDLY DEFICIENT BITDEFENDER SOLUTION OR SERVICES UNDER THIS AGREEMENT AS SPECIFIED IN ITS ORDER. 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 YOU. IN NO CASE WILL BITDEFENDER'S LIABILITY EXCEED THE PURCHASE PRICE PAID BY MSP FOR BITDEFENDER SOLUTION.
MSP agree that (i) MSP and its Customers are the legal holder of the benefits of the MDR and (ii) the decision of initiating the MDR, any action MSP instructs Bitdefender to take and the results of this action or using the internet connections is solely at Its own risk. Therefore, by initiating the MDR, MSP warrants and confirms that MSP (a) have full and legal access to the hardware and software and any environment that are allocated for MDR purposes, including, without limitation, MDR installation, deployment, use and (b) have completed a back-up onto separate media of any software or data on the environment that may be impacted by the MDR.
MSP and its Customers are solely responsible for maintaining and backing up all information, data, text or other materials (collectively "customer data") and software stored on its computer and storage media before initiating the MDR. MSP and its Customers acknowledge and agree that Bitdefender or its partners have no responsibility or liability under any circumstances at any time for any loss or corruption of customer data, software or hardware that may arise out of the MDR. MSP and its Customers acknowledge and agree that Bitdefender does not provide backup copies or support installation.
BITDEFENDER DOES NOT LIMIT OR EXCLUDE ITS LIABILITY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY GROSS NEGLIGENCE, (ii) FRAUDULENT MISREPRESENTATION, OR (iii) ANY OTHER LIABILITY TO THE EXTENT THAT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
INDEMNITY. Bitdefender will indemnifies and keeps MSP harmless from any claim by a third party that its use or possession of the Bitdefender Solution and MDR, in accordance with the terms and conditions of this Agreement, infringes any third party patent, trademark or copyright and will pay and indemnify any damages awarded to such third party by a court of competent jurisdiction as a result of such claim. The foregoing obligation of Bitdefender does not apply with respect to software, services or portions or components thereof: (i) not supplied by Bitdefender; (ii) used in a manner not expressly authorized by this Agreement or the accompanying Documentation (iii) made in accordance with its specifications; (iv) modified by anyone other than Bitdefender, 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) any third party software or services or (vii) where MSP continues the allegedly infringing activity after being notified thereof and provided with modifications that would have avoided the alleged infringement.
In the event the Bitdefender Solution or MDR is held by a court of competent jurisdiction to constitute an infringement Bitdefender will, at its sole option, do one of the following: (i) procure the right to continued use; (ii) modify the Bitdefender Solution so that their use becomes non-infringing; (iii) replace the MRD or Bitdefender Solution with substantially similar products in functionality and performance; or (iv) if none of the foregoing alternatives is reasonably available to Bitdefender, Bitdefender will refund the pro-rata unused portion of the MDR or Bitdefender Solution.
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.
THIS SECTION STATES BITDEFENDER’S ENTIRE LIABILITY AND ITS SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT AND MISAPPROPRIATION CLAIMS.
CONFIDENTIALITY. Neither Party will disclose any confidential and/or proprietary information belonging to the other party unless agreed in writing by the said party. Confidential information will be limited to the terms and conditions of this agreement, including its pricing provision, and all information clearly identified as confidential. This obligation will not apply to information received which: (i) is or becomes known by the recipient without an obligation to maintain its confidentiality; (ii) is or becomes generally known to the public through no act or omission on the part of the recipient; or (iii) is independently developed by the recipient without the use of confidential or proprietary information; (iv) must be disclosed to any government authority or court of law as a result of a court order . In the event that either Party is required to disclose confidential and proprietary information pursuant to law, it will notify the other Party of the required disclosure. Each Party agree to hold each other’s confidential information in confidence for a period of three years from the date of disclosure. Also, we each agree to disclose confidential information only to those employees or agents on a need to know bases and who are required to protect it against unauthorized disclosure. Nothing will prevent either party from disclosing the terms or pricing under this Agreement or orders submitted under this Agreement in any legal proceeding arising from or in connection with this Agreement. MSP acknowledges that a breach of this. “Confidentiality” section will cause Bitdefender irreparable injury and damages. Therefore, MSP agrees that such breach may be stopped through injunctive proceedings in addition to any other rights and remedies which may be available to Bitdefender at law or in equity without the posting of a bond.
ELECTRONIC COMMUNICATIONS. Bitdefender may send MSP and its Customers legal notices and other communications about the subscription services or our use of the information MSP provides us within the MDR services ("Communications"). Bitdefender will send Communications via in-product notices or via email to the primary user's registered email address or will post Communications on its Sites. The legal basis for sending these communications are this agreement (for the transactional communications) and the legitimate interest for marketing with the current customers (for the commercial communications).
With respect to personal data collected by Bitdefender Solution and Services (including MDR) from its Users and the applicable data protection legislation governing this relationship, according to the EU applicable legislation on personal data (GDPR – General Data Protection Legislation), Bitdefender together with MSP are joint controllers. Bitdefender acts as a data controller in relation to the personal data collected through its products and services sold to/through Business Clients only for the purposes of ensuring information and network security, including support activities for this purpose (only in specific cases, when support activities are included in the specific contract with Bitdefender). The Users also act as data controllers in relation to the personal data they might have access at through the Bitdefender’s Products and Services, including MDR for purposes of ensuring information and network security. For any other potential purposes that Business users may decide upon internally on their own, Business Clients and Service Providers (and their Clients) act as separate and independent data controllers, collecting personal data from another source, meaning Bitdefender`s products and services.
The joint controllers will be each independently and separately responsible for respecting the GDPR provisions, including lawful processing of personal data, informing service users on the use of their personal data, the security of such personal data and making sure service users can exercise their rights, according to the Joint Controllers Arrangement available here: https://www.bitdefender.com/media/materials/legal/Joint-ControllersArrangement.pdf.
TECHNOLOGIES. Bitdefender informs MSP and its Customers that in certain programs or products it may use data collection technology in order to collect technical information (including suspect files), solely to (i) improve the products, (ii) provide related services, (iii) adapt them to the latest industry trends and (iv) prevent the unlicensed or illegal use of the product or the damages resulting from any malware products identified.
MSP and its Customers hereby expressly agree and accept that Bitdefender may use such data collected / resulting information as part of the services provided in relation to the product and to prevent and stop the malware programs running on its environment. By accepting this Agreement, MSP and its Customers acknowledge and agree that the security technology used can scan the traffic in an impersonal mode to detect the malware and to prevent the damages resulting from the malware products.
MSP and its Customers acknowledge and accept that Bitdefender may provide updates or additions to the program or product which automatically download to its device. By accepting this Agreement, MSP and its Customers agree that some of the executable files considered potentially harmful, may be submitted to Bitdefender servers for the purpose of such files being scanned.
More details about the technical data collected are available on Bitdefender websites.
Bitdefender reserves the right to collect certain information from the computer on which MDR it is installed, depending on the modules and services MSP has activated in MDR or Bitdefender Solution. Such information may pertain to potential security risks as well as to URLs of websites visited that the Bitdefender Solution and Services deems potentially fraudulent. The URLs could contain personally identifiable information that a potentially fraudulent website is attempting to obtain without Its permission. As such, MSP agrees that certain Product modules, services and components may collect pieces of data from its systems for the purpose of evaluating and improving the ability of Bitdefender’s products to detect malicious behavior, potentially fraudulent websites and other Internet security risks. Bitdefender also employs proprietary Cloud technologies to perform scanning on certain URLs, files or emails submitted from its systems.
FORCE MAJEURE. Neither Party will be in breach of the Agreement in the event it is unable to perform its obligations as a result of a natural disaster, war, emergency conditions, strikes, acts of terrorism, the substantial inoperability of the Internet, the inability to obtain supplies, or any other reason or condition beyond its reasonable control. If such reasons or conditions remain in effect for a period of more than thirty (30) calendar days, either Party may terminate the Agreement affected by such force majeure following the written notice to the other Party. Notwithstanding the aforementioned, the parties agree that payment obligations derived from this Agreement shall not be delayed for any reason.
EXPORT: MDR and Bitdefender Solutions are designed for commercial use. The EU and US export laws and any other applicable export regulations (“Export laws”) apply to Bitdefender Solutions and Services. MSP agrees that Export laws will govern Its use of the MDR or Bitdefender Solutions provided under this Agreement and MSP agrees to comply with all Export laws. MSP agrees that no data, information, software programs, services and/or materials resulting from the MDR and Bitdefender Solutions will be exported, directly or indirectly, in violation of Export laws, or will be used for any purposes prohibited by Export laws and MSP agrees to indemnify and hold Bitdefender harmless from and against claims, losses, costs, or liability, arising in connection with Its breach of these obligations.
GENERAL. If MSP 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 MSP is located in the Netherlands, Denmark, Finland, Iceland, Norway, Belgium, Luxemburg, France, Germany, Austria and Sweden, this Agreement is governed by the Dutch Laws with the venue in the Hague. If MSP is located in rest of Europe, LATAM, Africa, Middle East and Asia, this Agreement will be governed by the laws of Romania with the venue in the courts of Bucharest.
Nothing in this Agreement will diminish any rights MSP may have under existing applicable laws in Its jurisdiction that may not be waived by contract.
In the event of invalidity of any provision of this Agreement, the invalidity will not affect the validity of the remaining portions of this Agreement.
This Agreement describes certain legal rights. MSP may have other rights under the laws of Its state or country. MSP may also have rights with respect to the party from whom MSP acquired the Bitdefender Solution or Services including MDR. This Agreement does not change Its rights or obligations under the laws of Its state or country if the laws of Its state or country do not permit it to do so.
Unless MSP informs Bitdefender otherwise by sending an email to us at email@example.com, at any time, MSP agrees that Bitdefender may display its company name and logo (in accordance with any trademark guidelines MSP provides) as a Bitdefender customer in a manner that does not suggest its use or endorsement of any specific Bitdefender Solutions or service.
Bitdefender reserves the right to cooperate with any legal process and any law enforcement or other government inquiry related to its use of this MDR and Bitdefender Solution. This means that Bitdefender may provide documents and information relevant to a court subpoena or to a law enforcement or other government investigation in compliance of the applicable legislations.
Bitdefender and Bitdefender logos are trademarks of BITDEFENDER. All other trademarks used in the product or in associated materials are the property of their respective owners.
Bitdefender retains the right to assign this Agreement at its sole discretion. MSP may not assign this Agreement without the prior written permission of Bitdefender.
BITDEFENDER may revise these Terms at any time and the revised terms will automatically apply to the corresponding versions of the Bitdefender Solution distributed with the revised terms. If any part of the Agreement is found void and unenforceable, it will not affect the validity of the rest of the terms and conditions under this Agreement, which will remain valid and enforceable. In case of controversy or inconsistency between translations of the Agreement to other languages, the English version issued by BITDEFENDER will prevail.
Contact BITDEFENDER: https://www.bitdefender.com/business/customer-portal/enterprise-standard-support.html.
Legal Notices: firstname.lastname@example.org.