Terms of use of the e2e-assure Microsoft Teams Cumulo app

This is a legally binding agreement. Please read it carefully. By clicking “I Accept”, or installing or using e2e-assure’s Cumulo Microsoft Teams App and/or any updates to such software provided by e2e-assure (the “Software”), you:

• Agree to the following terms on behalf of your organisation (the “Customer”)
• Represent that you have the authority to bind the Customer to these terms and
• Represent that you are an authorised User under the Master Service Agreement between e2e-assure and the Customer.

In order to use the Cumulo Teams App, you must have an existing, valid contract for an e2e-assure service.

The use of e2e-assure’s Cumulo Microsoft Teams app is governed by the terms of the service that you have with e2e-assure. This includes, but is not limited to:

• Approved users for accessing the Cumulo Teams App
• Approved integrations to other technology, through Cumulo
• Approved escalation process for any incident response

On-boarding

There are no on-boarding charges for use of the Cumulo Teams App, set-up must meet minimum standards as outlined in the on-boarding document.

Off-boarding

Once service with e2e-assure ends, so will access to the Cumulo Teams App. Off-boarding is including at no additional charge. All user access will be revoked and any e2e-assure cloud service components containing customer data will be wiped and factory reset. Any customer data will be removed.

Minimum term and notice period

This is governed by your Master Service Agreement, aligned to the underlying e2e-assure service.

Right to update

e2e-assure hold the right to update the Cumulo Teams app whenever is required. This is to support both continual development and to patch any security risks. Updates will be pushed out automatically, through Microsoft Teams.

Uptime

As with all services, e2e-assure guarantee uptime at 99.9% for Cumulo, Cumulo NDR and the Cumulo Teams App. This does not include any third-party outages that e2e-assure are not responsible for.

Resilience

e2e-assure operates Cumulo out of dual UK datacentres, geographically separated.

Miscellaneous provisions

1. Neither party will be liable for failure to fulfil its obligations, other than the obligation to pay for services, when due to causes beyond its reasonable control. Any failure or delay by either party in exercising any right or remedy will not constitute a waiver.
2. This agreement shall be governed by English Law.
3. Neither Party may assign this Agreement without the prior written approval of the other which will not be unreasonably withheld. The Customer may authorise any of its subsidiaries to exercise and perform on its behalf all or any of its rights and duties under this Agreement and e2e-assure Ltd may assign the right to receive payments, without the Customer’s consent. e2e-assure Ltd will recognise and cooperate with the subsidiary as if those subsidiaries were the Customer. Any authorised subsidiaries of the Customer will be subject to the same rights and duties under this Agreement as if they were the Customer. Any assignment or transfer prohibited by this provision will be void.
4. No legal action, regardless of its form, related to or arising out of this Agreement, may be brought by either party more than two years after the cause of action first accrued.

Liability

e2e-assure will not be liable for:

1. Any incidental, indirect, special or consequential damages, including loss of profits.
2. Claims, demands or actions against the Customer by any person or organisation.
3. Any loss or claim arising out of or in connection with the Customer’s implementation of any conclusions or recommendations contained in reports provided to the Customer.
4. Any claims, demands, or losses relating to or arising out of use of third party products or services not supplied by e2e-assure. e2e-assure entire liability and the Customer’s exclusive remedy for any other damages, whether arising in contract or tort, will with the exception of death or injury resulting from its or its agents or subcontractor’s negligence shall not exceed the charges paid to e2e-assure under this Agreement.

Each party agrees that the indemnities and limitation of liability contained in this Agreement have been discussed, negotiated and agreed between the parties and satisfy the requirement of reasonableness within the meaning of sub-section 2(2) and Section 11 of the Unfair Contract Terms Act 1977.