1. Introduction
1.1 Contract

You agree that by accessing or using our services (described below), you are agreeing to enter into a legally binding contract with C2 Cyber Ltd (even if you are using our Services on behalf of a company). If you do not agree to this contract (“Contract” or “User Agreement”), do not access or otherwise use any of our Services. If you wish to terminate this contract, at any time you can do so by closing your account and no longer accessing or using our Services.

Services
This Contract applies to c2cyber.services, C2 Risk apps and other services that state that they are offered under this Contract (“Services”). Registered users of our Services are “Users”.

C2 Risk
You are entering into this Contract with C2 Risk Limited (also referred to as “C2”, “we” and “us”) and C2 will be the controller of your personal data provided to, or collected by or for, or processed in connection with our Services.

As a User of our Services, the collection, use and sharing of your personal data is subject to this Privacy Policy and updates.



1.2 Users
When you are given an account to join C2 Services, you become a User. A User may be given the right to invite other Users to access the same or a subset of the Services and resources that the inviting User has rights to.

1.3 Clients
C2 shall frequently be contracted by a another party (“Client”) to provide paid for services (for example the enable the Client to assess and manage the risk presented by their suppliers). The agreement between C2 a Client shall be separate to this Contract. The Client shall then be able to invite Users to access and interact with the specific service (“Subscription”) that the Client has purchased.

1.4 Third Party
When a Client invites a User to access the Client’s Subscription they are inviting them to do so on behalf of a particular company, entity or organisation (“3rd Party”) (for example, representing the one of the Client’s suppliers for the purpose of assessing and managing risk).

1.5 Change
We may modify this Contract and our Privacy Policy from time to time. If we make material changes to it, we will notify you when they change on the next occasion that you access C2 Services, to provide you the opportunity to review the changes that have been made. We agree that changes cannot be retroactive. If you object to any changes, you may close your account. Your continued use of our Services after we publish our changes to these terms means that you are consenting to the updated terms as of their effective date.


2. Obligation
‍
2.1 Service Eligibility
The Services are not for use by anyone under the age of 16. To use the Services, you agree that: (1) you must be the "Minimum Age"(described below) or older; and (2) you are not already restricted by C2 from using the Services. Creating an account with false information is a violation of our terms, including accounts registered on behalf of others or persons under the age of 16. “Minimum Age” means 16 years old. However, if law requires that you must be older in order for C2 to lawfully provide the Services to you without parental consent (including using of your personal data) then the Minimum Age is such older age.

2.2 Your Account
Users are account holders. You agree to: (1) use a strong password and keep it confidential; (2) not transfer any part of your account and (3) follow the law and our list of Dos and Don’ts. You are responsible for anything that happens through your account unless you close it or report misuse. As between you and others (including your employer), your account belongs to you. However, if the Services were purchased by a Client for you to use, the Client paying for such Service has the right to control access to and get reports on your use of such paid Service; however, they do not have rights to your personal account.

2.3 Notices & Messages
You agree that we will provide notices and messages to you in the following ways: (1) within the Service, or (2) sent to the contact information you provided us (e.g., email, mobile number). You agree to keep your contact information up to date. Please review your settings to control and limit messages you receive from us.

2.4 Sharing
Our Services allow messaging and sharing of information in many ways, such as messages, company details, project details, and submissions. This sharing shall be limited by the platforms security model which prevents the following.
1. Information shared in the context of a Subscription shall not be shared with any user who does not have a valid membership or role with that Subscription.
2. Information shared in the context of a COBRA Company or Project (e.g. a Supplier or a Product/Service within the VRM service) shall not be shared with any user who does not have the right to access that Company or Project either explicitly as a named stakeholder or indirectly as a privileged Client User (e.g. Global Administrator or Business Unit Manager). We are not obligated to publish any information or content on our Service and can remove it with or without notice.


3. Rights & Limits
3.1 Your License to C2
As between you and C2, you own the content and information that you submit or post to the Services either directly or on behalf of the organisation you are representing, and you are only granting C2 the following non-exclusive license:
A worldwide, transferable and sublicensable right to use, copy, modify, distribute, publish and process, information and content that you provide through our Services and the services of others, without any further consent, notice and/or compensation to you or others. These rights are limited in the following ways:
1. We will restrict our use of your content to the purpose and context within which you provided it, and will not share it with other Users who are not authorised to access that context (e.g. content uploaded as part of a submission will only be shared with Users who are authorised to access that submission by nature of the company or project that the submission relates to).
2. While we may edit and make format changes to your content (such as translating or transcribing it, modifying the size, layout or file type or removing metadata), we will not modify the meaning of your expression.
3. Because you own your content and information and we only have non-exclusive rights to it, you may choose to make it available to others. You and C2 agree that we may access, store, process and use any information and personal data that you provide in accordance with, the terms of the Privacy Policy and your choices (including settings). By submitting suggestions or other feedback regarding our Services to C2, you agree that C2 can use and share (but does not have to) such feedback for any purpose without compensation to you. You agree to only provide content or information that does not violate the law nor anyone’s rights (including intellectual property rights). You also agree that your profile information will be truthful. C2 may be required by law to remove certain information or content in certain countries.

3.2 Service ability
We may change, suspend or discontinue any of our Services insofar as we have the right to within any separate contracts we have with Clients. We don’t promise to store or keep showing any information and content that you’ve posted. C2 is not a storage service. You agree that we have no obligation to store, maintain or provide you a copy of any content or information that you or others provide, except to the extent required by applicable law and as noted in our Privacy Policy.

3.3 Other Content Sites and Apps
By using the Services, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. C2 does not guarantee to review content provided by our Users or others. You agree that we are not responsible within this Contract for others’ (including other Users’) content or information. We cannot always prevent this misuse of our Services, and you agree that we are not responsible for any such misuse.

3.4 Limits
C2 reserves the right to limit your use of the Services, including your ability to add other Users. C2 reserves the right to restrict, suspend, or terminate your account if you breach this Contract or the law or are misusing the Services (e.g., violating any of the Dos and Don’ts).

3.5 Intellectual Property Rights
C2 reserves all of its intellectual property rights in the Services. Trademarks and logos used in connection with the Services are the trademarks of their respective owners. C2 logos and other C2 trademarks, service marks, graphics and logos used for our Services are trademarks or registered trademarks of C2.

3.6 Automated Processing
We may use the information and data that you provide and that we have about Users to make recommendations for content and features that may be useful to you if you are authorised to access them.



4. Confidentiality
4.1 Definitions
‍
Confidential Information
“Confidential Information” means all confidential information shared on the Service’s Subscription by Users whether they are acting on behalf of C2, the Subscription’s Client or a 3rd Party with access to the Subscription, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to any information or document relating to C2’s, the Client’s or 3rd Party’s business, operations, processes, product information, know-how, trade-secrets, market opportunities, customers or suppliers (whether relating to the Business Purpose or otherwise), or any copy of any of the information already described in this clause that shall be deemed to become Confidential Information when it is made.
‍
Exceptions
Confidential Information does not include information that: (i) is at the time of disclosure, or later becomes, part of the public domain through no fault of C2; (ii) is received by C2 from a fourth party without any obligation of confidentiality owed to the owner of said Confidential Information by the fourth party; or (iii) is already known to C2 without an obligation of confidentiality, or at any time thereafter is developed independently by C2. If, regarding information under (ii), C2 becomes aware at any time that the source was not entitled to disclose the information, then such information shall be deemed Confidential Information from that time forward.
‍
4.2 Client Confidentiality
All Confidential Information shared with a Subscription shall governed by the separate contract that exists between C2 and Client for the particular Subscription in question. This shall be the case irrespective of whether that information belongs to C2, Client, or a 3rd Party that the Client has invited to participate in the Subscription.

4.3 Disclosure to Client
Any information shared with a Subscription or derived from information shared with a Subscription shall be disclosable by C2 to the Client of that Subscription. This Contract and no other agreement shall prevent C2 from delivering its reasonable services to the Client as determined by the scope of the Subscription.

4.4 3rd Party Confidentiality
The obligations for confidentiality of 3rd Party information provided by Users shall be governed by any separate agreement that exists between 3rd Party and Client unless the Subscription does not have an identifiable Client in which case it shall be between User and C2 as governed by this Contract. It is the responsibility of the User to ensure that they are authorised by 3rd Party to share the 3rd Party information on the Service.


5. Disclaimer and Limit of Liability

5.1 No Warranty
C2 AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY ABOUT THE SERVICES, INCLUDING ANY REPRESENTATION THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND PROVIDE THE SERVICES (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, C2 AND ITS AFFILIATES DISCLAIM ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

5.2 Exclusion of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW (AND UNLESS C2 HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT OVERRIDES THIS CONTRACT SUCH AS IS THE CASE WITH OUR CLIENTS), C2, INCLUDING ITS AFFILIATES, WILL NOT BE LIABLE IN CONNECTION WITH THIS CONTRACT FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, REPUTATION (E.G., OFFENSIVE OR DEFAMATORY STATEMENTS), LOSS OF DATA (E.G., DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT) OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. C2 AND ITS AFFILIATES WILL NOT BE LIABLE TO YOU IN CONNECTION WITH THIS CONTRACT FOR ANY AMOUNT IN EXCESS OF £1,000.

5.3 Basis of the Bargain; Exclusions
The limitations of liability in this Section 5 are part of the basis of the bargain between you and C2 and shall apply to all claims of liability (e.g., warranty, tort, negligence, contract and law) even if C2 or its affiliates has been told of the possibility of any such damage, and even if these remedies fail their essential purpose. These limitations of liability do not apply to liability for death or personal injury or for fraud, gross negligence or intentional misconduct, or in cases of negligence where a material obligation has been breached, a material obligation being such which forms a prerequisite to our delivery of services and on which you may reasonably rely, but only to the extent that the damages were directly caused by the breach and were foreseeable upon conclusion of this Contract and to the extent that they are typical in the context of this Contract.



6. Termination

Both you and C2 may terminate this Contract at any time with notice to the other. On termination, you lose the right to access or use the Services. The following shall survive termination:
1. Our rights to use and disclose your feedback;
2. Users rights to access content and information you shared through the Services;
3. Sections 4, 5, 6, 8 and 9.2 of this Contract;
4. Any amounts owed by either party prior to termination remain owed after termination.


7. Governing Law and Dispute Resolution
This Contract shall be governed and construed in accordance with English law and the Parties hereby submit to the exclusive jurisdiction of the English courts to settle any disputes, which may arise in connection with this Contract. However, the Parties retain the right to pursue injunctive relief in an alternative jurisdiction in relation to any threatened or actual breach of this Contract if the relevant Party has suffered or is likely to suffer loss as a result of that breach.


8. General Terms
If a court with authority over this Contract finds any part of it unenforceable, you and we agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, you and we agree to ask the court to remove that unenforceable part and still enforce the rest of this Contract. This Contract (including additional terms that may be provided by us when you engage with a feature of the Services) is the only agreement between us regarding the Services and supersedes all prior agreements for the Services. If we don't act to enforce a breach of this Contract, that does not mean that C2 has waived its right to enforce this Contract. You may not assign or transfer this Contract (or your use of Services) to anyone without our consent. However, you agree that C2 may assign this Contract to its affiliates or a party that buys it without your consent. There are no third-party beneficiaries to this Contract beyond any Client that you are access the Services for. You agree that the only way to provide us legal notice is at the addresses provided in Section 10.


9. C2 Do's and Don'ts

9.1 Do's
You agree that you will:
1. Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;
2. Provide accurate information to us and keep it updated;
3. Use your real name on your profile; and Use the Services in a professional manner.


9.2 Don'ts
You agree that you will not:

1. Create a false identity on the Services, misrepresent your identity, or use or attempt to use another’s account;
2. Develop, support or use software, devices, scripts, robots or any other means or processes (including crawlers, browser plugins and add-ons or any other technology) to scrape the Services or otherwise copy data from the Services;
3. Override any security feature or bypass or circumvent any access controls or use limits of the Service;
4. Copy, use, disclose or distribute any information obtained from the Services, whether directly or through third parties, without the consent of C2;
5. Disclose information that you do not have the consent to disclose (such as confidential information of others (including your employer));
6. Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets or other proprietary rights. For example, do not copy or distribute documents or other content of others without their permission;
7.. Violate the intellectual property or other rights of C2, including, without limitation, (i) copying or distributing our technology, unless it is released under open source licenses; (ii) using the word “C2 Risk” or our logos in any business name, email, or URL;
8. Post anything that contains software viruses, worms, or any other harmful code;
9. Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology that is not open source;
10. Imply or state that you are affiliated with or endorsed by C2 without our express consent;
11. Rent, lease, loan, trade, sell/re-sell or otherwise monetize the Services or related data or access to the same, without C2’s consent;
12. Use bots or other automated methods to access the Services, add or download content, send or redirect messages;
13. Monitor the Services’ availability, performance or functionality for any competitive purpose;
14. Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services;
15. Overlay or otherwise modify the Services or their appearance (such as by inserting elements into the Services or removing, covering, or obscuring an advertisement included on the Services);
16. Interfere with the operation of, or place an unreasonable load on, the Services (e.g., spam, denial of service attack, viruses, gaming algorithms); and/or
17. Violate the any additional terms concerning a specific Service that are provided when you sign up for or start using such Service.


10. Complaints Regarding Content
We respect the intellectual property rights of others. We require that information provided by Users be accurate and not in violation of the intellectual property rights or other rights of third parties. You may contact us with details of any complaint via email to info@c2cyber.com.


11. How to Contact Us
For general inquiries, you may contact us through the service using the Message functionality. For legal notices or service of process, you may write us at this address: C2 Risk Limited, 71-75 Shelton Street, Covent Garden, United Kingdom, WC2H 9JQ‍