This Agreement is to establish the terms of the business relationship between T&K Holdings, Inc. dba. Custom Information Services (“CIS”) , located at 1201 N Watson Rd, Suite 110; Arlington, Texas 76006 and <<Client Name>> (Client) located at <<client address>>.
General – This document is an addendum to the primary Business Engagement Agreement and will supersede that Agreement was required for the products and services described herein. The Order Summary in Exhibit I is an integral part of this addendum and Agreement.
Scope – This Agreement specifically addresses Dark Web Monitoring Services provided by CIS to Client. The intent of this agreement is to provide searching, monitoring, and reporting of Client’s digital credentials on the Dark Web.
Compensation – Our fee for services is unit-based and is based upon an inventory of monitored domain names and/or specific email addresses (“Covered Addresses” or “CA”) and as provided by the Client and subsequently maintained by CIS. Additional CA may be added by the Client as desired. The cost for these services is listed on the order summary page attached to this addendum.
Monitor the Dark Web for data related to your domain. Dark web monitoring searches the dark web and alerts you via email if password information pertaining to your user’s email addresses or public IP addresses is found on the dark web. The client can access the console and obtain additional details regarding the compromise so that they can contact the impacted party and make sure passwords have been changed.
Onboarding and Offboarding
The client will complete the information requested in the onboarding document. CIS will provide the account in the console and provide the client with access instructions.
Offboarding is the process whereby CIS or the customer has terminated services with CIS. During this process, CIS will deprovision the client’s account in the monitoring system.
CIS Obligations & Limitation of Liability – CIS shall treat all data and information provided to it by Client as confidential and proprietary to Client, except for data and information that is considered available in the public domain. CIS shall provide qualified individuals with appropriate experience and knowledge of its services and products in order to adequately complete its obligations to the Client. Any liability arising from CIS’s failure to deliver services or products to Client shall not exceed the billable amount of specific service(s) for the month in question that has been paid for by the Client.
The client understands that no monitoring service or software product can fully protect them from digital theft. CIS HAS NO OTHER EXPRESS OR IMPLIED GUARANTEES, WARRANTIES OR CONDITIONS. CIS’s LIABILITY FOR DIRECT OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE AMOUNT PAID OR PAYABLE BY CLIENT TO CIS FOR THIS APPLICABLE PRODUCT/SERVICE FOR THE PAST THREE MONTHS. This agreement shall be governed by and construed in accordance with the laws of the State of Texas. The client agrees that any litigation, claims, proceedings or other actions must be addressed in a local, state or federal court, in the jurisdiction of Tarrant County, in the State of Texas. The prevailing party in any litigation or arbitration proceeding is entitled to recover, from the other party, its reasonable attorneys’ fees and necessary costs incurred in such proceeding.
Term, Cancellation & Renewal – This Agreement commences on the “Agreement Start Date” and the term of this service will be month to month but requires a sixty (60) day notice to cancel. Upon receipt of cancellation notice from Client, service will then cancel at the end of the month following the 60-day notice.
CIS may cancel this Agreement at will without additional penalty to the Client by providing Client with 30 days advanced written notice.
The monthly service cost will increase/decrease based on the number of products needed.
Monthly agreements that total $200 or less, will be invoiced quarterly. Prices do not include sales tax, which will be billed as applicable.
The client agrees to payments being made via an automated credit card charge at the invoice date.
The first and last month’s payments are due at contract inception. Ongoing payment for services under this Agreement is due prior to the beginning of each month that services are to be provided. Failure on the part of the Client to remit the monthly payment under this Agreement by the due date may result in a 5% late fee and possible suspension of services; if services are suspended Client is liable for the monthly payment amount during the suspension period. Further, if the Client has any invoice for products or services provided by Custom Information Services that is more than 30 days past due then services may be suspended. If the Client fails to bring the account current within 15 days of the service suspension notification (notification may be given verbally, by fax, by email or by U.S. mail), cancellation for breach of contract may be initiated. In the event a breach by Client occurs, Client will be liable for the cancellation damages or other amounts due, associated collections costs and legal fees under this Agreement; plus interest in the amount of 1.5% per month on the unpaid balance.
Severability – If any provision of this Agreement, or the application thereof, will for any reason and to any extent be determined to be invalid or unenforceable, the remainder of this Agreement and application of such provision to other persons or circumstances will be interpreted so as reasonably to give effect to the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provision, or to otherwise construe such provision in a manner that renders it valid and enforceable.
Contract Construction – In the event, an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring either party by virtue of the authorship of any of the provisions of this Agreement.
Notices – Any official notice or other communication required or permitted to be given under this addendum will be in writing, will be delivered by personal delivery, overnight courier service, certified or registered mail, postage prepaid, or by facsimile, and will be deemed given (a) upon delivery if delivered personally, (b) one (1) business day after deposit with a national overnight courier service for overnight delivery, or (c) one (1) business day after transmission by facsimile with confirmation of receipt, and (d) three (3) business days after deposit in the mails, if mailed by registered or certified mail, postage prepaid, to the addresses set forth below, or to such other address as a party may have furnished to the other parties in writing pursuant to this Section, except that notices of change of address will only be effective upon receipt. Email is not an accepted official communication method for notices under this Agreement. Notices shall be sent as follows:
Acceptance – IN WITNESS WHEREOF, the parties hereto have executed this addendum to the Business Engagement Agreement by a duly authorized representative as of the date set forth above and acknowledges that they understand and agree to be bound by the terms and conditions of this Agreement.