Updated October 6, 2024

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This Service Level Agreement ("SLA") is entered into by and between Client Subscriber ("Client") and Aegis Digital Defense, LLC ("Service Provider"), effective as of date of paid subscription.

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1. Scope of Services

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The Service Provider agrees to provide the following Aegis Cybersecurity Resilience Maturity Program, as listed on www.aegisdigitaldefense.com, services to the Client:

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• Resilience Maturity Level 1:

  • Monthly threat monitoring and response.

• Resilience Maturity Level 2:

  • Weekly threat monitoring and response with a one-week response time lead.

• Resilience Maturity Level 3:

  • Weekly threat monitoring and response with a 5-day response time lead.

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2. Resilience Maturity Levels

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2.1 Resilience Maturity Level 1:

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• The Service Provider will conduct regular threat monitoring on a monthly basis.

• The Service Provider will respond to identified threats within a reasonable time frame, with no specific response time guarantee.

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2.2 Resilience Maturity Level 2:

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• The Service Provider will conduct regular threat monitoring on a weekly basis.

• The Service Provider will respond to identified threats within one week of detection.

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2.3 Resilience Maturity Level 3:

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• The Service Provider will conduct regular threat monitoring on a weekly basis.

• The Service Provider will respond to identified threats within five days of detection.

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3. Limitations of Service

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• No Guarantee of Protection: The Service Provider does not guarantee that all threats will be detected or that the Client's systems will be fully protected from threats. The Service Provider will alert the Client to known threats based on the threat intelligence and tools available at the time of detection.

• Exclusions: The Service Provider is not responsible for threats that are undetectable, new, or beyond the capabilities of current cybersecurity tools and practices. Additionally, the Service Provider is not liable for any damages resulting from a breach or cyberattack, whether or not a threat was detected.

 

4. Subscription Terms

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• Minimum Commitment: The Client agrees to a minimum subscription period of thirty-six (36) months, commencing on the Effective Date.

• Automatic Renewal and Payment: The Client's credit card will be automatically charged on a monthly basis for the duration of the subscription. The subscription will renew automatically unless canceled in writing at least thirty (30) days prior to the renewal date.

 

5. Service Availability

 

The Service Provider will make all reasonable efforts to ensure that threat monitoring services are available 24/7. However, the Service Provider cannot guarantee uninterrupted service due to factors outside of its control, including but not limited to internet outages, force majeure events, and system maintenance.

 

6. Client Responsibilities

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• Cooperation: The Client agrees to provide timely access to necessary systems, data, and personnel to enable the Service Provider to perform its duties under this Agreement.

• System Maintenance: The Client is responsible for maintaining its own systems and ensuring that they meet the minimum security standards recommended by the Service Provider.

 

7. Termination

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• Early Termination: If the Client terminates this Agreement before the end of the three-year commitment period, the Client will be liable for the remaining subscription fees due under the Agreement.

• Termination for Cause: Either party may terminate this Agreement in the event of a material breach by the other party that is not cured within thirty (30) days of written notice.

 

8. Liability and Indemnification

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• Limitation of Liability: The Service Provider’s liability under this Agreement shall be limited to the amount paid by the Client in the twelve (12) months preceding the event giving rise to the claim. The Service Provider shall not be liable for any indirect, incidental, or consequential damages.

• Indemnification: The Client agrees to indemnify and hold harmless the Service Provider against any claims, damages, or expenses arising from the Client's use of the Service Provider's services, except to the extent that such claims are directly caused by the Service Provider's gross negligence or willful misconduct.

 

9. Governing Law

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This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma, without regard to its conflict of law principles.

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10. Dispute Resolution

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Any disputes arising out of or in connection with this Agreement shall be resolved through good faith negotiations between the parties. If the dispute cannot be resolved through negotiations, it shall be submitted to mediation or arbitration in Cleveland County, Oklahoma, as agreed by both parties.

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11. Entire Agreement

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This Agreement in fully incorporated into the Master Services Agreement (MSA) and constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, understandings, or representations, whether oral or written.

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12. Amendments

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This Agreement may only be amended or modified by a written agreement approved by both parties.

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13. Severability

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If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.