Last Updated: March 22, 2024
This Vulnerability Disclosure Agreement (“Agreement”) by and between Mindtickle, Inc. and its affiliates (“Mindtickle, we, us, our”), and the individual disclosing the vulnerability to Mindtickle (“You, you”) outlines the terms and conditions of the vulnerability disclosure program. You and Mindtickle are sometimes referred to individually as a “Party” and collectively as the “Parties.”
RECITAL
WHEREAS,
A. Mindtickle is a business offering sales readiness solutions to customers.
B. You are a security researcher reporting a security vulnerability as per Mindtickle’s responsible vulnerability disclosure policy.
The Parties agree as follows:
AGREEMENT
1. Service Provided. You unilaterally contacted us to inform us about a security vulnerability and submitted a bug report to enable us to remediate the potential security issue (the “Service”).
2. Compensation.
2.1 In accordance with Mindtickle’s responsible vulnerability disclosure policy, the fee for the Service provided by you (“Fee”) will be determined based on the nature, criticality, impact and potential ramifications of the security vulnerability notified.
2.2 You agree to pay all applicable state and federal taxes on the monies received under this Agreement and further agree to indemnify, defend and hold harmless Mindtickle and Mindtickle’s responsible officers from any and all liability Mindtickle may incur for compensation, state and federal income tax withholding, state and federal unemployment and disability insurance withholding and contributions, Social Security tax withholding and contributions, and any other costs, expenses or contributions liability, and attorneys’ fees arising out of Mindtickle’s engagement of your service under the terms of this Agreement. Any persons employed or engaged by you in connection with the performance of the Service shall be treated as your employee/s or contractor/s, and you shall be fully responsible for them and fully indemnify Mindtickle against any claims made by or on behalf of any such employee or contractor.
2.3 You are solely responsible for any and all expenses incurred by you in connection with your performance of the Service, and in no event shall Mindtickle reimburse you for any such costs or expenses.
3. Relationship of the Parties.
3.1 Nothing contained in this Agreement shall be deemed or construed by the Parties or any third party to create a relationship of employment, agency, partnership, joint venture, or any relationship other than that of independent contractor between the Parties.
3.2 You have no authority (and shall not hold yourself out as having authority) to bind Mindtickle, and you shall not make any agreements or representations on Mindtickle’s behalf under any circumstances.
4. Intellectual Property Rights.
4.1 You hereby irrevocably assign to Mindtickle, for no additional consideration, your entire right, title, and interest throughout the world in and to all documents, work product, and other materials that are delivered under this Agreement, and work performed and data collected in the performance of the Service (collectively, the “Deliverables”) and all other writings, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, and materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, modified, conceived, or reduced to practice in the course of performing the Service or other work performed in connection with the Service or this Agreement (collectively, and including the Deliverables, “Work Product”), and all patents, copyrights, trademarks (together with the goodwill symbolized thereby), trade secrets, know-how, and other confidential or proprietary information, and other intellectual property rights (collectively “Intellectual Property Rights”) therein, including the right to sue for past, present, and future infringement, misappropriation, or dilution thereof.
4.2 As between you and Mindtickle, Mindtickle is, and will remain, the sole and exclusive owner of all rights, titles, and interests in and to any documents, specifications, data, know-how, methodologies, software, and other materials provided to you by Mindtickle (“Mindtickle Materials”), and all Intellectual Property Rights therein. You have no right or license to reproduce or use any Mindtickle Materials. All other rights in and to Mindtickle Materials are expressly reserved by Mindtickle. You have no right or license to use Mindtickle’s trademarks, service marks, trade names, logos, symbols, or brand names.
4.3 If applicable, you shall require each of your employees and contractors to execute written agreements containing obligations of confidentiality and non-use and assignment of inventions and other work product consistent with the provisions of this Section 4 in connection with such employee or contractor providing any Service under this Agreement.
5. Confidentiality.
5.1 You acknowledge that your access to information under this Agreement is treated as confidential and proprietary by Mindtickle including, without limitation the existence and terms of this Agreement, trade secrets, technology, and information pertaining to business operations and strategies, customers, pricing, marketing, finances, sourcing, personnel, security and privacy information, including but not limited to perceived security vulnerabilities relating to or affecting Mindtickle, or operations of Mindtickle, its affiliates, or their suppliers or customers, in each case whether spoken, written, printed, electronic, or in any other form or medium (collectively, the “Confidential Information”). Any Confidential Information that you accessed or developed in connection with the Service, including but not limited to any Work Product, shall be subject to the terms and conditions of this clause. You agree to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any customer of Mindtickle or any third party without the prior written consent of Mindtickle in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the Service. You shall notify Mindtickle immediately upon becoming aware of any loss or disclosure of any Confidential Information.
5.2 Confidential Information shall not include information that:
(a) is or becomes generally available to the public other than through your breach of this Agreement; or
(b) is communicated to you by a third party that had no confidentiality obligations with respect to such information.
5.3 This Agreement cannot:
(a) be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order.
6. Representations and Warranties.
6.1 You represents and warrants to Mindtickle that:
(a) You have the right to enter into this Agreement, to grant the rights granted in this Agreement, and to perform fully all of your obligations in this Agreement;
(b) Mindtickle and your performance of the Service does not and will not conflict with or result in any breach or default under any other agreement to which you are subject;
(c) You have performed the Service in a professional and workmanlike manner in accordance with best recognized industry standards for similar service, and you have devoted sufficient resources to ensure that the Service was performed in a reliable manner;
(d) You have performed the Service in compliance with all applicable laws and regulations.
6.2 Mindtickle represents and warrants to you that:
(a) it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; and
(b) the execution of this Agreement by its representative, whose acceptance to the terms as set forth under this Agreement, has been duly authorized by all necessary corporate action.
7. Indemnification.
7.1 You shall defend, indemnify, and hold harmless Mindtickle and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from:
(a) Your breach of any representation, warranty, or obligation under this Agreement.
7.2 Mindtickle may satisfy such indemnity (in whole or in part) by way of a full refund of the Fee paid to you under this Agreement.
8. Term.
8.1 Upon receipt of the Fee, you shall, within five (5) business days after such termination:
(a) if applicable, deliver to Mindtickle all Deliverables (whether complete or incomplete) and all materials, equipment, and other property provided to you by Mindtickle;
(b) deliver to Mindtickle all tangible documents and other media, including any copies, containing, reflecting, incorporating, or based on the Confidential Information;
(c) permanently erase all of the Confidential Information from your computer and phone systems; and
(d) certify in writing to Mindtickle that you have complied with the requirements of this clause.
9. Assignment. You shall not assign any rights or delegate or subcontract any obligations under this Agreement without Mindtickle’s prior written consent. Any assignment in violation of the foregoing shall be deemed null and void. Mindtickle may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against each of the Parties and their respective successors and assigns.
10. Remedies. In the event you breach or threaten to breach Section 4 or Section 5 of this Agreement, you acknowledge and agree that monetary damages would not afford an adequate remedy and that Mindtickle shall be entitled to seek a temporary or permanent injunction or other equitable relief restraining such breach or threatened breach from any court of competent jurisdiction without the necessity of showing any actual damages, and without the necessity of posting any bond or other security. Any equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.
11. Governing Law, Jurisdiction, and Venue. This Agreement and all related documents and all matters arising out of or relating to this Agreement and the Service provided hereunder, whether sounding in contract, tort, or statute, are governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws principles that would cause the laws of any other jurisdiction to apply. Any action or proceeding by either of the Parties to enforce this Agreement shall be brought only in any state or federal court located in the State of California, County of San Francisco. The Parties irrevocably submit to the exclusive jurisdiction of these courts and waive the defense of inconvenient forum to the maintenance of any action or proceeding in such venue.
12. Miscellaneous.
12.1 You shall not disclose the Service provided to Mindtickle under this Agreement to any person or entity without obtaining a prior written consent from Mindtickle. You shall not use Mindtickle’s name or information for any marketing purposes or any other purpose without the prior written consent from Mindtickle.
12.2 You shall not export, directly or indirectly, any technical data acquired from Mindtickle, or any products utilizing any such data, to any country in violation of any applicable export laws or regulations.
12.3 All notices, requests, consents, claims, demands, waivers, and other communications (each, a “Notice”) shall be in writing and addressed to the Parties at the addresses set forth below (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), email, facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if: (a) the receiving party has received the Notice; and (b) the party giving the Notice has complied with the requirements of this Section.
If to Mindtickle:
If to you:
12.4 This Agreement, together with any other documents incorporated by reference constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
12.5 This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party, and any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance.
12.6 If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “SUBMIT” BUTTON IN THE GOOGLE FORM ASSOCIATED WITH THIS AGREEMENT. BY CLICKING ON THE “SUBMIT” BUTTON IN THE ASSOCIATED FORM YOU:
(A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT;
(B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND
(C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT SUBMIT THE ASSOCIATED FORM. IF YOU DO NOT ACCEPT THESE TERMS, YOU WILL NOT BE ENTITLED TO ANY FORM OF PAYMENT FOR THE SERVICE.
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