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MASTER SERVICE AGREEMENT

This Master Service Agreement (this “MSA”) is entered into between SCADA Blocks, LLC, a Michigan limited liability company (“SCADA”) and customer (“You” or “Your”). If You elect to purchase services beyond those set forth in your “Schedule,” which are herein defined in certain places as “Services,” please be advised of the following: (i) You will be required to sign separate Schedule(s) and to agree to related documents provided by SCADA; and (ii) the terms and conditions of this MSA will apply to the services you receive from SCADA as well as the terms and conditions in SCADA’s Schedules and related documents.

Any of the following actions constitute Your agreement, without limitation or qualification, to be bound by, and to comply with, the terms of this Agreement: (i) registering for Service on SCADA’s web page and selecting “I Accept” as part of the registration process, or (ii) ordering Service from SCADA’s personnel and providing them with Your credit card number or other billing information. You agree to be bound by all of the terms and conditions of (i) this MSA and (ii) the following:

• SCADA’s Privacy Policy (the “Privacy Policy”);
• SCADA’s Service Level Agreements for all of SCADA’s Services (a “Service Level Agreement” or “SLA”);
• SCADA’s Acceptable Use and Cybersecurity Policy (“AUP”); and
• SCADA’s Schedules (as defined below).

All of the above referenced documents, including your agreement to comply with the terms of service of third-party providers to SCADA, are collectively referred to as the “Agreement.” Each of the foregoing is expressly incorporated herein by reference and may be amended or updated from time-to-time by SCADA. Current copies of the MSA, Privacy Policy, SLA, AUP, and Schedules are located at https://scadablocks.com/legal.

DEFINITIONS. For the purposes of this MSA, the following definitions apply:

“Access Information” means information that alone or together with other information, can provide access to any portion of Your Account, including but not limited to, Your Account number, login names, passwords, credit card or other financial information, security questions and their respective answers, and any other similar information. For the avoidance of doubt, Your Access Information will include any similar information for each of Your Users.

“Account” means the account created with SCADA in connection with this Agreement that relates to Your purchase of and subscription to Services and the use of Services by You and Your Users.

“Administrative User” means any of Your employees, consultants, independent contractors or customers to whom You grant administrative permission to access the Services in accordance with SCADA’s entitlements and procedures and this Agreement (where “administrative permission” includes, but is not limited to, the right to create, modify and delete User accounts, as well as the right to access and modify Your billing information and other functionality available through the SCADA administrative control panel).

“Applicable Law” means any applicable foreign, federal, state or other laws, rules, regulations or interpretations of relevant Governmental Authorities or self-regulatory bodies.

“Beta Offerings” means any portion of the Services offered on a “beta” basis, as designated by SCADA, including but not limited to, products, plans, services, and platforms.

“Data” means all data submitted by Your Users to SCADA in connection with the Services, including all content, material, IP and similar addresses, recordings, messages, software, Account Information and Account-related settings.

“Governmental Authority” means a government, regulatory organization, self-regulatory organization, court of competent jurisdiction or similar body.

“Hosting Plan” means the type and scope of hosting agreed to by the parties under the Schedule.

“SCADA” means SCADA Blocks, LLC, a Michigan limited liability company with offices located at 1091 Auburn Centre Rd, Suite 190, Auburn Hills, MI.

“SCADA Parties” means SCADA’s affiliates (including parents and subsidiaries), vendors, licensors and partners, and its officers, employees, agents and representatives.

“Schedule(s)” means those documents specifically describing the Services used by You under this Agreement, including product descriptions, pricing, and other terms. Each Schedule shall be deemed a part of and incorporated into this Agreement.

“Services” means SCADA’s hosting through the chosen Hosting Plan, and other services, software and products, as such services, software and products that are offered by SCADA from time-to-time in its discretion and subscribed to, purchased by, or used by You as set forth in a Schedule. The Services are supplemented under the Schedule, and include, amongst other things, the sites connected to SCADA servers under this MSA, and any additional drawings or documents under the Schedule

“Third-Party Service” means any service or product offered by a party that is not SCADA, or a service utilized by SCADA in providing the Services that is not SCADA, such as AWS or Twillio.

“User” means You and any of Your employees, consultants or independent contractors to whom You grant permission to access the Services in accordance with SCADA’s entitlements procedures and this Agreement (including Administrative Users and end Users).

“You” and “Your” means the individual or Entity on whose behalf this Agreement is accepted.

1. SCOPE; ACCESS; SECURITY.

1.1. Access to Services. Subject to and in accordance with the terms of this Agreement, including any Schedules, SCADA grants You a non-exclusive, non-sublicensable, nontransferable, non-assignable, revocable license for the term of this Agreement to access and use the Services. Services may only be used by Your Users for internal business purposes only. You agree to comply with the terms and conditions of this Agreement, including any Schedules, and with all applicable SCADA procedures and policies that further define use of the Services. You acknowledge and agree that the actions of any of Your Users with respect to the Services will be deemed to be actions by You and that any breach by any of Your Users of the terms of this Agreement, including any Schedule, will be deemed to be a breach by You.

1.2. Account Information and Ownership. You acknowledge that Your failure to timely update Your Account information, including authorized Administrative Users, can result in unauthorized personnel having access to Your Account and potentially doing harm to You. Accordingly, You agree to maintain accurate Account information by providing updates to SCADA promptly, but no later than three (3) business days, when any of Your Account information requires change, including any relevant Account contact information. You acknowledge and agree that (i) the legal owner of all Data on the Account is You (the counterparty to this Agreement) and not any individual User, including any Account contact registered with SCADA, regardless of any administrative designation (e.g., Administrator, Billing Contact, Owner, etc.); (ii) You will provide SCADA with any documentation it reasonably requests to establish ownership and rights to Your Account and any related Data; and (iii) any User identified as an Administrative User with respect to Your Account has the authority to bind You to any amendments, modifications or acknowledgements regarding this Agreement or otherwise relating to the Services.

1.3. Account Security and Activity. You acknowledge and agree that You are solely responsible for (i) maintaining the confidentiality and security of Your Access Information, and (ii) all activities that occur in connection with Your Account, whether initiated by You, by others on Your behalf or by any other means. You will notify SCADA immediately of any unauthorized use of Your Account, Access Information or any other actual or potential breach of security. You acknowledge and agree that SCADA will not be liable for any loss that You may incur as a result of any party using Your Access Information, either with or without Your knowledge and/or authorization. You further agree that You may be held liable for losses incurred by SCADA, any SCADA Party, or another party due to any party using Your Access Information. SCADA strongly recommends that You keep Your Access Information in a secure location, take precautions to prevent others from accessing it and change it when necessary to maintain its confidentiality and security. SCADA specifically disclaims all liability for any activity in Your Account, whether authorized by You or not.

1.4 Failure of Third-Party Providers. This MSA, and those related provisions in the SLA, addresses services provided by third-parties to SCADA in order for SCADA to provide the Services herein and under the SLA. To the extent You experience delays, losses or other damages associated with Your internet service provider or any other third-party in which You rely on in operating your business, this MSA and the SLA does not apply, and You agree that SCADA is not responsible for any related losses.

2. TERM AND TERMINATION.

2.1. Term. This Agreement shall be effective from Your acceptance of this Agreement (or a previous version of SCADA’s service agreement) and shall continue until the expiration or termination of all Schedules (“Agreement Term”). When You purchase Services from SCADA, a Schedule will be created specific to such purchase setting forth the contract term and other terms and conditions with respect to such purchase. The term of each Schedule (“Schedule Term”) shall be an initial term with a duration to be agreed to by You and SCADA (e.g., one month, one year or some other mutually agreed- upon period), with any renewal period agreed to by You and SCADA being included in a new Schedule. Termination of this Agreement shall not relieve either party from fulfilling its obligations prior to such termination.

(a) Monthly Plan Schedule Term. SCADA does not customarily enter into monthly plan terms with customers (a “Monthly Plan”). However, to the extent it does, the Schedule Term for the Monthly Plan is the period from the date of Your acceptance of the Schedule through the remainder of that calendar month.

(b) Annual Plan Schedule Term. For an “Annual Plan” with SCADA, the Schedule Term is the period from the date of Your acceptance of the Schedule through the remainder of that calendar month and continuing through the next twelve (12) calendar months (for example, an Annual Plan that begins April 14th will continue until April 30th of the following year), unless the parties have agreed in writing to a longer annual Agreement Term. Any Agreement Term beyond twelve calendar months is still defined herein as an Annual Plan.

(c) Renewal. Your Schedule does not automatically renew absent written approval by SCADA.

2.2. Termination by You.

(a) Monthly Plan. If You terminate a Monthly Plan, to the extent one is offered, prior to the end of the then-current Schedule Term, SCADA will not be required to refund to You any fees already paid.

(b) Annual Plan. For an Annual Plan, if You terminate prior to the end of the then-current Schedule Term, You may incur the fee set forth in Your specific Schedule for the then-current Schedule Term. The fee for termination by You prior to the then-current Schedule Term might be higher, lower or the same as other similarly-situated customers.

(c) Refunds/Fees for Termination by You. Fees for non-recurring Services, including but not limited to Engineering, which includes any and all up-front costs in financing the engineering for the Services tailored for Your business, screen development as set forth in your Schedule, and other set up fees will be due pursuant to the “Early Termination Fee” portion of the Schedule. Any fees previously waived, discounts, or rebates applied, to the extent applicable, may be reinstated if You terminate the account during the Schedule Term or if You breach this Agreement, including any Schedule.

2.3. Termination by SCADA.

(a) Scheduled Termination and Notice. SCADA may terminate this Agreement or any Schedule for any reason by providing the agreed upon notice period under the “Scheduled Termination and Notice” provision under Your Schedule. If SCADA terminates this Agreement pursuant to this Section 2.3(a), then all Schedules will terminate at the end of the period defined under the Scheduled Termination and Notice. If SCADA terminates any Schedule pursuant to this Section 2.3(a), then (i) for a Schedule with a Monthly Plan, if the effective termination date occurs prior to the end of the then-current Scheduled Term, SCADA will refund (or refrain from charging You) the pro rata monthly fees for the month in which Services terminate and (ii) for a Schedule with an Annual Plan, SCADA will refund (or refrain from charging You) the monthly fees for the month in which Services terminate. For Schedules with either a Monthly Plan or an Annual Plan, if SCADA terminates this Agreement, including any Schedule, pursuant to this Section 2.3(a), SCADA will not charge You monthly fees for any month following the month in which SCADA terminates this Agreement, including any Schedule.

(b) Immediate Termination. SCADA may terminate this Agreement, including any Schedule, (or suspend Your Account) immediately and without prior notice for any of the following reasons:

(i) Any material breach of this Agreement, including any Schedule, by You, as determined by SCADA in its sole discretion, including, but not limited to, failure to make any payment when due, violation of the AUP or any other SCADA policy or procedure applicable to the Services as notified to You from time to time, which remains uncured beyond thirty (30) days notice by SCADA; or

(ii) If Your use of the Services results in, or is the subject of, actual or potential legal action or threatened legal action, against SCADA or any of its affiliates, vendors, partners, representatives or customers, without consideration for whether such actual or potential legal action or threatened legal action is eventually determined to be with or without merit.

(c) Termination or Suspension of Users. In lieu of terminating or suspending Your entire Account, SCADA may suspend Your Account or terminate or suspend individual Users.

(d) No Refunds; Further Payment Due. If SCADA terminates this Agreement, including any Schedule, pursuant to Section 2.3(b), (i) SCADA will not refund to You any paid fees and (ii) You will be liable for any payment that would have been due had You terminated pursuant to Section 2.2.

2.4. Following Termination. Termination will not cancel or waive any fees owed to SCADA or incurred prior to or upon termination. You agree that SCADA may charge such unpaid balance to Your Account on file or otherwise bill You for such unpaid balance. Upon termination, You must promptly uninstall all software provided by SCADA in connection with the Services. All of Your Data will be irrevocably deleted promptly (as soon as fourteen (14) calendar days) following the termination of this Agreement or the applicable Schedule, including but not limited to, databases, contacts, calendars, e-mail, website content, and any Data hosted by SCADA. It will be solely Your responsibility to secure all necessary Data from Your Account prior to termination. SCADA will not be responsible or otherwise liable for any loss of Your Data or any damages arising from the deletion of Your Data following termination of the Services. SCADA agrees to exercise reasonable commercial good faith in transitioning the Services to a new provider identified by You. In transitioning the Services to a new provider, You agree to pay SCADA any and all costs, expenses and fees in transitioning the Services in the manner requested by You. In addition, in the event of termination by SCADA or termination by You, You agree to pay SCADA for any and all Early Termination Fee, as defined in Section 2.2(c), above, and Your Schedule. Any intellectual, confidential or proprietary data or information titled to You shall be returned in a commercially reasonable time and manner by SCADA. SCADA retains title to all other intellectual and proprietary data or information owned by SCADA.

3. FEES, BILLING, TAXES, CHARGES.

3.1. Fees. The fees charged upon ordering any Services will be effective for the applicable Term under Your Schedule. All payments made to SCADA shall be in US Dollars.

3.2. Billing and Payment Arrangements. As specifically set forth in Your Schedule, SCADA will bill You for all established and recurring fees, and any applicable one-time fees in a particular month or period of time, including but not limited to interest, check paying program fees and returned check fees. Pro rata billing may occur throughout the course of a billing cycle for feature add-ons that You enable on your Account during any given month.

3.3. Payment by Automated Means.

(a) You will receive invoices for Your Account through the email or business address provided by You to SCADA at the time of registration, or any other email or business address provided by You to SCADA during the Agreement Term. On or about the first (1st) day of each month, unless otherwise agreed to by SCADA and You under the “Billing Procedures” under Your Schedule, SCADA will apply the current monthly charges to Your account. Payment by automated means includes any form of automated payment accepted by SCADA from time-to-time, including credit card, debit card, direct debit or other means.

(b) You must provide SCADA with valid automated payment information as a condition to receive or use the Services. You are responsible for and agree to update SCADA with any changes to Your billing and/or automated payment information (e.g., new or updated credit card, credit card expiration date or other payment account information). By providing SCADA with the automated payment information, You authorize SCADA to charge Your automated payment account for any amounts arising from or relating to the Services without further authorization from You. It is Your responsibility to keep Your automated payment information up-to-date. If charges to Your automated payment account fail, SCADA will email a warning to Your Account billing contacts.

(c) If SCADA is unable to successfully process Your payment by automated means by the seventh (7th) calendar day of the month for which the payment is due, Your payment will be considered late and not paid in full. SCADA may suspend or terminate Your Account in accordance with Section 2.3(b)(i) for failure to timely pay in full. Late payments are subject to a late-payment charge of the greater of (i) interest calculated at the lesser of (x) eighteen percent (18%) per year and (y) the maximum amount permitted by law and (ii) twenty-five dollars ($25). Such interest will accrue daily from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You will pay the interest immediately on demand. You will pay all collection costs incurred by SCADA (including, without limitation, reasonable attorneys’ fees).

3.4. Payment by Check.

(a) If You apply for and are accepted into SCADA’s check paying program, SCADA will issue You an invoice within the first five (5) calendar days of each calendar month. SCADA reserves the right during the Agreement Term to charge a reasonable processing fee. However, at this time, SCADA is waiving any such processing fee. Any payment terms will be specifically set forth on your invoice pursuant to Your agreement with SCADA. You understand that SCADA reserves the right to negotiate separate payment terms for each of its customers, and those terms for other customers might be different from Your terms.

(b) Should Your check not be honored, a check fee of the lesser of (i) fifty dollars ($50) and (ii) the maximum amount permitted by law, will be charged to Your Account. In addition, SCADA may require You to pay by cashier’s check or money order.

(c) If SCADA does not receive payment by the fifteenth (15th) calendar day of the month for which the payment is due, Your payment will be considered late and not paid in full. SCADA may suspend or terminate Your Account in accordance with Section 2.3(b)(i) for failure to timely pay in full. Late payments are subject to a late-payment charge of the greater of (i) interest calculated at the lesser of (x) eighteen percent (18%) per year and (y) the maximum amount permitted by law and (ii) twenty-five dollars ($25). Such interest will accrue daily from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You will pay the interest immediately on demand. You will pay all collection costs incurred by SCADA (including, without limitation, reasonable attorneys’ fees).

3.5. Fees for Excess Use. You agree to monitor and maintain Your Accounts within all SCADA-specified limits and in a manner that does not disrupt the activities of SCADA and other SCADA customers and users. You agree to be bound by the “User Limitations” in Your Schedule. Unused monthly allotments under Your User Limitations will not accrue or carry over from one month to any other month. Upon any upgrade or increase on the limits of Your Account under the User Limitations, You will be responsible for the new costs and fees.

3.6. Taxes. In addition to SCADA’s charges, You will be liable for all taxes, governmental fees and assessments related to fees and charges charged to You under this Agreement or otherwise in respect of Your use of the Services. SCADA will bill you for any sales, usage or other taxes that apply with respect to (i) the Services that You purchase and (ii) the jurisdiction of Your billing address (or, as required, any other relevant business locations).

3.7. Fees for Additional Services. You agree to pay SCADA’s then-current rates and expenses, including the cost of SCADA’s vendors, for any requests related to information retrieval, subpoenas, consulting and advisory services, or similar work.

3.8. Bill Disputes. You will notify SCADA of any dispute relating to charges billed to Your Account by submitting a Billing Dispute Notification Form (available through SCADA’s customer service) to SCADA within sixty (60) days of the date the disputed charges appeared on Your Account. The existence of a dispute will not relieve You from paying any and all amounts billed hereunder. You waive all rights to dispute any charges not disputed by written notice as required above.

3.9. Electronic Billing and Documentation. All billing and other documentation regarding the Services may be provided electronically (“Electronic Documentation”). You acknowledge and agree that You are able to view all Electronic Documentation and consent to receiving Electronic Documentation and decline to receive hard copies of any such materials.

3.10. Modification made by Advisor/Agent. You acknowledge and agree that any charges, fees, surcharges, and taxes resulting from any changes made to Your Account by the registered Advisor/Agent are Your sole and exclusive responsibility unless you select the option in your control panel indicating that You do not want Your registered Advisor/Agent to have the authority to manage Your Account.

4. USE OF THE SERVICES.

4.1. Internal Use. You will use the Services for Your own internal business, non-residential and non-personal use. You acknowledge and agree that You will not allow any third party, including Your vendors and service providers, to access or use the Services unless such third party is allowed access for the purpose of providing authorized customer support services or in connection with Your appropriate use of the Services for Your own business purposes. Furthermore, you will use the Services in conjunction with the terms of services and use mandated by AWS (https://aws.amazon.com/service-terms/), Twillio (https://www.twilio.com/legal/tos), and any other third-party provider specifically set forth in Your Schedule.

4.2. Restricted Activities. You will not (i) use any Service for any purpose outside the Service’s intended scope, features, and function set, (ii) use any Service for third-party training, (iii) use any Service as an application service provider or service bureau, unless You have entered into a separate written agreement with SCADA to provide such services, (iv) use any Service for timesharing or rental, (v) use any Service to design software or other materials or services with similar or competitive functionality for any purpose, including distribution to third parties, (vi) except with respect to Your Data, duplicate any portion of the Services or display, distribute, publish, or otherwise disclose any Service; (vii) use any of the Services to interface with any other service or application that is outside the scope of intended use; (viii) decompile, disassemble, or otherwise reverse engineer any portion of the Services; (ix) make any modification or interface to any Service that is not specifically authorized by prior written consent by SCADA; and (x) resell or sublicense any portion of the Services, and any purported resale or sublicense will be void. You may not access the Services for purposes of monitoring their performance, availability, or functionality, or for any other benchmarking or competitive purposes, without SCADA’s prior written consent. You may not, without SCADA’s prior written consent, access the Services if You are a direct competitor of SCADA.

4.3. Applicable Law. You acknowledge and agree that access and use of the Services may be restricted or limited as a result of Applicable Laws. You will not use, or allow the use of the Services in contravention of, any Applicable Law. You represent that (i) You and Your Users are not named on any Government Authority list of persons or entities prohibited from receiving exports, and (ii) You will not permit Users to access or use Services in violation of any export embargo, prohibition or restriction. You acknowledge and agree that it is Your sole responsibility to use the Services in a lawful manner.

5. YOUR DATA; FEEDBACK.

5.1. Submission of Your Data. Any Data You provide to SCADA in connection with the Services must comply with the AUP. Attempting to place or transmit, or requesting placement or transmission, of Data that does not comply with the AUP will be a material breach of this Agreement. SCADA may, in its sole discretion, reject or remove Data that You have used or attempted to use with respect to the Services. Any Data used with respect to the Services by or through You will be free of any and all malicious code, including without limitation, disabling devices, drop dead devices, time bombs, trap doors, trojan horses, worms, computer viruses and mechanisms that may disable or negatively impact the Services or SCADA’s servers. You hereby represent and warrant to SCADA that You have the right to use any patented, copyrighted, trademarked, proprietary or other material in connection with Data that You use, post, or otherwise transfer or transmit with respect to the Services.

5.2. Control. SCADA is not obligated to exercise control over the content of information, including Your Data, passing through SCADA’s network except any controls expressly provided in this Agreement. SCADA is not responsible for any corrupt backup Data.

5.3. Feedback. Any feedback, suggestions, testimonials, endorsements, information or materials conveyed to SCADA by You or Your Users in connection with the Services shall be collectively deemed “Feedback.” You agree to grant and hereby grant to SCADA a non-exclusive, perpetual, irrevocable, royalty free, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Feedback without restriction.

6. CONFIDENTIALITY AND PRIVACY.

6.1. Confidential Information. “Confidential Information” is all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, 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. Your Confidential Information will include Your Data. SCADA’s Confidential Information will include the Services (and any portion thereof), the terms and conditions of this Agreement and any Schedules, and all related Service order forms, as well as SCADA’s business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by SCADA. Confidential Information will not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. The Receiving Party may disclose Confidential Information to the extent required to comply with binding orders of governmental entities that have jurisdiction over it, or requested pursuant to a court order or subpoena; provided however that, to the extent legally permitted by law to do so, the Receiving Party gives the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy, discloses only such Confidential Information as is required by the governmental entity, and uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information disclosed. You acknowledge that SCADA, and its licensors, retain all intellectual property rights and title, in and to, all of their Confidential Information and/or other proprietary information. This shall include, but not be limited to: products, services, and the ideas, concepts, techniques, inventions, processes, software or works of authorship developed, embodied in, or practiced in connection with the Services provided by SCADA hereunder.

6.2. Protection of Confidential Information. SCADA takes all reasonable measures to protect Your and its Confidential Information. Except as otherwise permitted by this Agreement or in writing by the Disclosing Party, (i) the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who are bound by confidentiality obligations at least as protective of Disclosing Party and its Confidential Information as the provisions of this Agreement. To the extent You receive a court order, subpoena or request under the Freedom of Information Act (“FOIA”) to produce Confidential Information in which SCADA has marked “Confidential” or “Disclosure Restricted to Recipient Only,” You agree to produce the court order, subpoena or request under FOIA to SCADA within five (5) business days. Similarly, to the extent SCADA receives a court order or subpoena to produce Confidential Information titled to You, SCADA shall provide the court order or subpoena to You within five (5) business days.

6.3. Use and Disclosure by SCADA. Notwithstanding the foregoing, SCADA may use or disclose Your Data (i) as expressly permitted in writing by You, and (ii) as expressly provided in this Agreement, including (a) in accordance with the Privacy Policy (as if such Data were “Information” as defined under the Privacy Policy), and (b) to access Your Data to provide the Services or prevent or address service or technical problems, or at Your request in connection with customer support matters. You expressly consent to the foregoing use and disclosure.

7. BETA OFFERINGS.

The SLAs do not apply to any Beta Offerings. Notwithstanding anything else set forth in this Agreement, SCADA does not make any representations or warranties regarding any Beta Offering or the integrity of any data stored in connection with any Beta Offering. You are strongly discouraged from using any Beta Offering in connection with sensitive data. SCADA may, in its sole discretion, change or terminate any Beta Offering without notice and does not represent or warrant the result of any such action. SCADA may, in SCADA’s sole discretion, convert any Beta Offering to a paid Service upon notice to You. To avoid incurring increased charges following such a conversion, You must terminate (i) the individual converted service (if possible) by contacting SCADA as directed in the conversion notice, or (ii) if You subscribe to no other services under Your Account, the entire Account, pursuant to Section 2 of this MSA.

8. LIMITED WARRANTY; LIMITATION ON LIABILITY; THIRD-PARTY SERVICES.

8.1. Limited Warranty. SCADA provides the Services and any related products on an “as is” basis, except as otherwise specifically set forth in the applicable SLA or in Your Schedule. You expressly agree that use of the Services is at Your sole risk. SCADA and the SCADA Parties expressly disclaim all warranties of any kind, whether express, implied, statutory, or otherwise, oral or written, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. You hereby agree that the terms of this Agreement, including any Schedule, will not be altered due to custom or usage or due to the parties’ course of dealing or course of performance under this Agreement, including any Schedule.

8.2. Limitation on Liability. SCADA and SCADA Parties will not be liable for any direct, indirect, incidental, special, punitive or consequential damages (including but not limited to damages for lost profits, business interruption, loss of programs or information, and the like) in connection with any claim arising under or in connection with this Agreement or the Services provided hereunder, regardless of whether SCADA or any SCADA Party has been advised of such damages or their possibility. SCADA will not be liable for any harm that may be caused by Your access to application programming interfaces or the execution or transmission of malicious code or similar occurrences, including without limitation, disabling devices, drop dead devices, time bombs, trap doors, trojan horses, worms, viruses and similar mechanisms. You agree that the total liability of SCADA and any SCADA Party and Your sole remedy for any claims against SCADA or any SCADA Party regarding the Services for which a remedy is set forth in the applicable SLA and is limited to the credits set forth in the SLA.

8.3. Other Liability. None of the SCADA Parties is responsible to You for any warranty provided by SCADA.

8.4. Third-Party Services. SCADA may link to or offer “Third-Party Services” on SCADA’s website or otherwise through the Services, e.g. AWS and Twillio, and You agree to be bound by the user policies of AWS and Twillio, or any future third-party service provider. SCADA will not be responsible or liable for any disclosure, modification or deletion of Data resulting from any such access by Third-Party Service providers.

9. OWNERSHIP AND CONTROL.

9.1. No Transfer. Except for rights expressly granted in this Agreement, including any Schedules, SCADA does not transfer any intellectual or other property or proprietary right to You. All right, title, and interest in any Service provided to You, including without limitation any copyright, trade secret and vested or potential trademark and patent rights, is solely the property of SCADA and its vendors and licensors. As between You and SCADA, all materials distributed by SCADA in connection with the Services will at all times remain the property of SCADA, and upon the request of SCADA or upon termination of this Agreement or any Schedule, You will promptly return any and all such materials.

9.2. Control. SCADA will have sole and complete control over, and reserves the right at any time to make changes to, the configuration, appearance, content and functionality of the Services. In addition, SCADA reserves the right, at any time, without prior notice, to the exercise of its sole discretion to suspend or terminate any Service for the protection of the security and integrity of the Services or other business, technical or financial considerations as determined by SCADA.

9.3. Feedback License. SCADA will have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You and Your Users to SCADA or any SCADA Party.

10. INTELLECTUAL PROPERTY PROTECTION.

SCADA will, at its own expense, defend or at its option settle, any claim brought against You by a third party on the issue of infringement of any copyright, patent, or trademark of that third party, in each case by the “SCADA Technology,” as defined below in this Section 10; provided that You provide SCADA with (a) prompt written notice of such claim; (b) control over the defense and settlement of such claim; and (c) proper and full information and assistance to settle and/or defend any such claim. In the event of any claim for which SCADA may be obligated to defend or settle in accordance with this Section 10, SCADA may at its sole option and expense, either: (i) procure the right to use the SCADA Technology as provided herein; (ii) replace the SCADA Technology with other non-infringing products with equivalent functionality; (iii) suitably modify the SCADA Technology so that it does not infringe; or (iv) terminate this Agreement. SCADA assumes no liability for infringement claims arising from: (1) any combination of the SCADA Technology with products or technology not provided by SCADA, if the infringement would not have occurred if the SCADA Technology had not been so combined; (2) any modification of the SCADA Technology, in whole or in part, by anyone other than SCADA, if the infringement would not have occurred but for such modification; (3) use by You of any SCADA Technology after SCADA notifies You that continued use may subject You to such claim of infringement, provided that SCADA provides You with a replacement release of the SCADA Technology; (4) any proprietary or intellectual property rights not expressly identified in this Section 10; or (5) any non-United States proprietary or intellectual property rights. “SCADA Technology” means the software of SCADA which is delivered to You in connection with Your use of the Services. This Section 10 sets forth the entire liability and obligations of SCADA, and Your exclusive remedy, with respect to any actual or alleged infringement of any intellectual property or proprietary right by the Services. The terms of this Section 10 are subject to the limitations of Section 8.

11. HARDWARE, EQUIPMENT, AND SOFTWARE.

Unless purchased from SCADA or one of its affiliates pursuant to a separate written agreement, You are responsible for and must provide all hardware, software, services and other components necessary to access and use the Services. SCADA makes no representations, warranties, or assurances that third party hardware, software, services and other components will be compatible with any Service. SCADA reserves the right to change or upgrade any equipment or software that it uses to provide the Services without notice to You. SCADA will install security patches, updates, upgrades and service packs (“Updates”) as it determines in its sole discretion, and reserves the right, but not the obligation, to roll back any Updates. Updates may change system behavior and functionality and as such may negatively affect the Services used by You. SCADA cannot foresee nor be responsible or liable for service disruption or changes in functionality or performance due to Updates. SCADA is not responsible or liable for issues that may arise from incompatibilities between Your Data and use of the Services and any Update or hardware or software change or configuration, regardless of whether discretionary or requested. If applicable, the parties shall agree to the “Equipment Line of Demarcation” parameters under the Schedule.

12. INDEMNIFICATION.

You agree to defend, indemnify, save, and hold SCADA and the SCADA Parties harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorneys’ fees, asserted against them that may arise or result from Your use of the Services, Your breach of this Agreement (or any Schedule), or Your negligence or willful misconduct.

13. MODIFICATION OF TERMS.

SCADA may update, amend, modify or supplement the terms and conditions of this Agreement, including any Schedules, any SLAs, the AUP and the Privacy Policy, from time to time by giving You notice. Such changes will take effect immediately. Any such modification may be made without the consent of any third party beneficiaries of this Agreement. You can review the most current version of this Agreement at any time at: https://scadablocks.com /legal. Your continued use of Your Account or the Services after SCADA posts a new version of the Agreement will be conclusively deemed to be acceptance by You of any such new version.

14. MISCELLANEOUS.

14.1. Governing Law; Jurisdiction; Forum; Attorneys’ Fees. This Agreement will be governed by and construed in accordance with the laws of the State of Michigan without regard to its conflicts of laws or its principles. Any claim or suit arising out of or relating to this Agreement will be brought in any court of competent jurisdiction located in Oakland County, Michigan. In any action to enforce this Agreement, including, without limitation, any action by SCADA for the recovery of fees due hereunder, You agree to pay SCADA’s reasonable attorneys’ fees and costs in connection with such action if SCADA prevails in such action. You agree to waive the right to trial by jury with respect to any proceeding related to or arising out of this Agreement.

14.2. Written Communications and Notice. You accept that communication from SCADA may be electronic. SCADA may contact You by e-mail or provide You with information by posting notices on SCADA’s website or to Your Account. You agree to this electronic means of communication and You acknowledge that all contracts, notices, information and other communications that SCADA provides to You electronically are acceptable and effective as notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder will be in writing and will be deemed to have been given (i) immediately upon personal delivery, (ii) the second (2nd) business day after mailing, (iii) the second (2nd) business day after sending by confirmed facsimile, or (iv) the first (1st) business day after sending by email or, if from SCADA to You, by online posting. Notices to You may be addressed by SCADA to any e-mail address, postal address or facsimile number registered with SCADA, or through means of online posting through the Services. Notices to SCADA that are not expressly authorized by administrative control panel under this Agreement shall be mailed to SCADA at the address identified above, or such other address as designated on SCADA’s website from time to time.

14.3. Authority, Age and Capacity. The individual accepting this Agreement on behalf of You represents and warrants that he/she has the authority to bind You to this Agreement. You hereby represent and warrant that each User has reached the older of (i) the age of eighteen (18) and (ii) the age of majority in the User’s jurisdiction, and that You are not subject to a limitation on Your ability to enter into this Agreement.

14.4. Severability. If any one or more of the provisions contained herein will, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any of the other provisions of this Agreement, and this Agreement will be construed as if such provision(s) had never been contained herein, provided that such provision(s) will be curtailed, limited, or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceability.

14.5. Waiver. No waiver by either party of any breach by the other party of any of the provisions of this Agreement will be deemed a waiver of any preceding or succeeding breach of this Agreement. No such waiver will be effective unless it is in writing signed by the parties hereto, and then only to the extent expressly set forth in such writing.

14.6. Remedies. Unless specifically limited under the terms of this Agreement or Your Schedule, the rights and remedies of the parties hereunder shall not be mutually exclusive, i.e., the exercise of one (1) or more of the provisions hereof shall not preclude the exercise of any other provision hereof. The parties acknowledge, confirm and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be enforceable by specific performance, injunction or other equitable remedy. Nothing contained in this Agreement shall limit or affect any rights at law or statute or otherwise for a breach or threatened breach of any provision hereof, it being the intent of this provision to clarify that the respective rights and obligations of the parties shall be enforceable in equity as well as at law or otherwise.

14.7. No Assignment. No benefit or duty of You under this Agreement will, without the consent of SCADA, be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to do so will be void. SCADA may assign this Agreement without Your consent and without notice.

14.8. Fair Interpretation, Headings. This Agreement reflects terms that are mutually agreeable to the parties. This Agreement will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party based on draftsmanship of the Agreement or otherwise. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

14.9. Force Majeure. Except for monetary obligations, neither party shall be liable to the other for failure or delay in the performance of a required obligation hereunder if such inability or delay is caused by reason of Force Majeure Event. “Force Majeure Event” is any cause beyond a party’s reasonable control or anticipation, including, without limitation, acts of war, acts of god, terrorism, earthquake, hurricanes, flood, fire or other casualty, embargo, riot, sabotage, labor shortage or dispute, governmental act, insurrections, epidemics, quarantines, inability to procure materials or transportation facilities, failure of power, restrictive governmental laws or regulations, condemnation, acts of third parties, failure of the Internet or other reason that is beyond a party’s reasonable control or anticipation.

14.10. Survival. The preamble, “Definitions” and Sections 2, 3, 4, 5, 6, 8, 9, 10, 12, 13 and 14 of this MSA will survive termination.

14.11. Independent Parties. Notwithstanding anything to the contrary herein, it is acknowledged, confirmed, and agreed that You shall be, and shall be deemed to be, an independent entity for all intents and purposes, including, without limitation, federal taxation. You shall pay all expenses in connection with performing Your obligations hereunder and shall not incur any indebtedness on behalf of SCADA in connection with such expenses. Neither party shall have or hold itself out as having any right, authority nor agency to act on behalf of the other party in any capacity or in any manner, except as be specifically authorized in this Agreement.

14.12. Entire Agreement; Third Party Beneficiaries. This Agreement, including any Schedules, constitutes the entire agreement for provision of the Services to You and supersedes all other prior agreements and understandings, both written and oral, between You and SCADA with respect to the Services. You understand and agree that (i) SCADA and You may include, as the sole third-party beneficiaries of this Agreement, the SCADA Parties, and (ii) in the event of any breach of this Agreement, including any Schedule, such SCADA Parties shall have all rights and remedies available to them as if they were parties to this Agreement, including claiming the benefit of Section 8 of this MSA.

Last Updated February 16, 2018.

SERVICE LEVEL AGREEMENT

This Service Level Agreement (this “SLA”) governs the use of the Services under the terms of the Master Service Agreement (the “MSA”) between SCADA Blocks, LLC (“SCADA”) and customer (“You” or “Your”) and is incorporated into the MSA by reference. This SLA applies separately to each of Your Accounts. SCADA may update, amend, modify or supplement this SLA from time to time. A current copy of the SLA is located at http://www.SCADABlocks.com/legal.  Capitalized terms used herein but not otherwise defined will have their respective meanings set forth in the MSA. In the event of any conflict between this SLA and the MSA, the MSA will govern.

  1. SERVICE. SCADA will use commercially reasonable efforts to provide the Services as defined by the plan or plans purchased or subscribed to under Your Account.

  1. SERVICE AVAILABILITY.  This SLA addresses services provided by third-parties to SCADA in order for SCADA to provide the Services herein and under the MSA.  To the extent You experience delays, losses or other damages associated with Your internet service provider or any other third-party in which You rely on in operating your business, this SLA and the MSA does not apply, and You agree that SCADA is not responsible for any related losses. 

   2.1 DEFINITION. SCADA will provide at least 99.95% Service Availability, measured on a per calendar-month basis. “Service Availability” is defined as the ability of a User under Your Account to (a) access and view information from our servers, and (b) receive alarms and notifications from our system, provided that Your Account is active and enabled and notification schemes are properly configured from within Your notification scheme, application and on-call rosters. Loss of Service Availability caused by (i) issues beyond SCADA’s reasonable control, including, without limitation, denial of service or similar attacks, mail bombs, DNS resolution, domain name expiration, hardware failure, Internet availability, SYN attacks, (ii) issues beyond the reasonable control of Amazon Web Services (“AWS”) or Twillio, as Third-Party Providers, and as more specifically defined in their respective terms of use, which are set forth in the MSA, (iii) other events or any other Force Majeure Event, or (iv) other issues addressed in this SLA, will be excluded from Service Availability calculations.

   2.2       CALCULATION. To calculate Service Availability, SCADA uses a combination of methods, including analyzing logs from both SCADA’s event monitoring system and the actual affected infrastructure components. SCADA will match these findings with client reports to determine the actual timeframe. Subject to Your valid submission of a Service Availability Credit request and the other conditions herein, if Service Availability under Your Account for any calendar month is below 99.95%, SCADA will issue a credit (“Service Availability Credit”) in accordance with the following schedule:

Service Availability Amount of the refund as a percentage ofmonthly fee for affected Service
99.0% to 99.95% 3% of monthly fee credited
98.0% to 98.99% 5% of monthly fee credited
95.0% to 97.99% 10% of monthly fee credited
90.0% to 94.9% 20% of monthly fee credited
89.9% or below 2.0% credited for every 1% of lost availability upto the maximum total penalty limit

If the subscription period for an affected Service is less than one (1) calendar month, the Service Availability Credit will beadjusted on a pro rata basis. To request a Service Availability Credit, (a) Your Account must be in good standing with SCADA, (b)You must report an apparent Service interruption via email (outage@SCADABlocks.com) within twenty-four (24)hours of the event, and (c) You must send an email or written Service Availability Credit request to the billing department at billing@SCADABlocks.com in the month immediately following the month for which You are requesting a Service AvailabilityCredit. Service Availability Credit requests must include Your Account name or Account number and the dates and specific timesfor which You are requesting Service Availability Credits. SCADA will compare information provided by You to the datareferenced in Section 2.2 above. A Service Availability Credit will be issued only if SCADA confirms from such data that a Service Availability.

  1. TOTAL CREDIT LIMITS; SOLE AND EXCLUSIVE REMEDIES. The total Service Availability Credit due toYou for any Account may not exceed (a) forty-percent (40%) of the monthly fees on a monthly payment schedule charged tothat Account during the month for which the Service Availability Credit is to be issued, unless the amount to be credited is lessthan one dollar ($1) in which case the credit amount will be one dollar ($1), or (b) the monthly pro-rated amount if You pay for Services on a yearly basis under Your Schedule pursuant to the formula set forth in subsection (a), above. Only one (1) ServiceAvailability Credit is available in any given calendar Notwithstanding anything set forth in the MSA with the exceptionof Section 8 of the MSA, or this SLA, the Service Availability Credit described in Section 2 of this SLA will be Your sole and exclusive remedy in connection with any loss of Service Availability as described in such section or breach by SCADA of the MSA or this SLA. Credits are applicable only toward use of the Service and are not convertible into cash or any type ofrefund.

  1. TECHNICAL SUPPORT. SCADA will use commercially reasonable efforts to assist You, through Your authorized Account contacts, with setting up and configuring Your Account, accessing the Services, and resolving otherissues related to the Only Your authorized Account contacts may request information, changes, or technical support pursuant to the MSA. For more information, visit the technical support page of SCADA’s website. SCADA’s technical support response time depends on the complexity of the inquiry and support request volume.
  2. MANAGEMENT.
    1. Account Management Tools. Through Your authorized contacts, You may manage Your Account with SCADA’s online management tools, the administrative control panel and end-user control SCADA will not be required to perform for You any task that can be done through the control panels.

  1. Custom Configuration. Requests for modification to the standard configuration of the Services will be considered on a case-by-case Approval of such modifications will be at SCADA’s sole discretion. SCADA does not guarantee any particular result from non-standard configurations nor can it be held liable in any way for Service performance changes or failures which result from non-standard configurations.

  1. Additional Services. For additional tasks outside the initially agreed upon Schedule, You mayrequest that SCADA perform professional services on a time and materials The request will include a detailed description of work and the authorized amount of time, in half hour increments, to perform the work. SCADA may evaluate and revise the request (including the estimated number of hours to perform the work) and reserves the right,in its sole discretion, to decline any request. Any additional services will be performed at SCADA’s standard published rates, provided that any emergency services that require commencement within twenty-four (24) hours willbe charged at one and a half (1.5) times SCADA’s standard published rate. SCADA will use commercially reasonable efforts to perform requested additional services. However, it does not guarantee any particular result from performance of additional services or make any representations or warranties regarding such additional services nor can it be held liable in any way (including for any credits) for Service performance changes or failures which result from performingtasks requested by You. SCADA may require a separate agreement for any of these additional services.

  1. MAINTENANCE.

  1. Scheduled Maintenance. In order to maintain performance and security of the Services, SCADA performs scheduled maintenance within its published maintenance This may require specific Services to be suspended during the maintenance period. Loss of Service Availability due to scheduled maintenance will not beincluded in the calculation of Service Availability. SCADA will use commercially reasonable efforts to notify You in advance of any scheduled maintenance that may adversely affect Your use of the Services.

  1. Emergency Maintenance. SCADA may need to perform emergency maintenance, including security patch installation or hardware SCADA will not be able to provide You with advanced notice in case of emergency maintenance. Loss of Service Availability due to emergency maintenance will be excluded from calculationsfor Service Availability.

  1. STORAGE CAPACITY; DATA TRANSFER; SERVER RESOURCES. Each Account is allotted storage capacity and data transfer amounts on SCADA’s servers according to the Service and related options selected by You as called out in the Schedule. The rate at which Your Data is stored will be defined as “Frequency” in the Schedule. The length of time Your Data will be retained will be called out in the Schedule as “Retention Period”.  As new Data comes in and the Retention Period is exceeded, the Data will be maintained in a First In First Out (FIFO).  As an example, if Your Schedule has a Frequency for a data point of 30 seconds, then SCADA will store the value of that data point every 30 seconds.  If Your Retention Period for that data point is 1 year, then after 1 year of storing that data point, the first point will drop out as the new point enters the historical database.  Data that has dropped out of the FIFO will be lost forever, unless there is some specific agreement in Your Schedule for retaining this data by some other means. 

  1. CERTAIN LIMITATIONS. SCADA uses commercially reasonable efforts to maintain third-party, anti-virus software. This software is configured to scan all inbound traffic from your equipment to our servers. If a virus is detected, the Data may be permanently deleted. SCADA advises You to use up-to-date, local anti-virus software on all of your equipment.  SCADA is not responsible for any damages to Your hardware, software or systems or for loss of Data due to viruses, including infection of end-user devices or lost or corrupted messages.

  1. DATA RESTORATION FROM BACK-UP REQUEST.  SCADA shall conduct backups of Your data as set forth in the Schedule. To the extent Your Schedule does not reference a back-up period, SCADA shall update Your Data on a daily basis. In the event of a loss of data, SCADA shall within a commercially reasonable period of time restore Your data to the most recent back-up period available. Server backup scope and scheduling is at SCADA’s sole discretion.

 

  1. DATA RETENTION. Provided any and all amounts outstanding to SCADA have been paid by the time of termination under the MSA and related Schedules, SCADA shall work in commercially good faith in transferring any and all of Your data to Your designee. Your Data is specifically limited to historical data and customer specific information entered in to the database, and does not include developed screens, script or back-end programming, or any other data or information considered proprietary to SCADA. For more information on collection, retention and use of customer information, refer to SCADA’s Privacy Policy. SCADA does not guarantee compatibility of the Services with any specific configuration of hardware or software. SCADA encourages You to discuss any technical and compatibility issues with our technical support personnel.

Last Updated February 16, 2018.

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ACCEPTABLE USE AND CYBERSECURITY POLICY

            This Acceptable Use and Cybersecurity Policy (this “AUP”) is incorporated by reference in your Master Service Agreement (“MSA”) with SCADA Blocks, LLC, a Michigan limited liability company (“SCADA”). Your use of Services under the MSA is subject to this AUP. Unless otherwise defined in this AUP, capitalized terms have the meaning given in the MSA. SCADA may add, delete or modify any provision of this AUP at any time without notice, effective upon posting of the modified AUP on SCADA’s website. You are expected to check the AUP from time to time and take notice of any changes that SCADA makes as they are legally binding on You.

            This AUP incorporates SCADA’s Cybersecurity Policy. You are expected to comply with as part of Your agreement with SCADA under the MSA.  The Services provided by SCADA are in whole or in part performed on a cloud-based system, and thus there is always the potential, regardless of how small, that a breach of data could occur without any fault of SCADA or You, and thus it is imperative that You comply with SCADA’s cybersecurity policy herein. Our cybersecurity policy is intended to preserve the security of Your data and SCADA’s technology infrastructure. The more we rely on technology to collect, store and manage information, the more vulnerable we are to severe security breaches. Human errors, hacker attacks and system malfunctions could cause great damage. For this reason, we have implemented security measures and have prepared instructions that may help mitigate security risks. We have outlined both provisions in this policy.

Cybersecurity Policy and Protocols

            Everyone, from SCADA’s customers and partners to its employees and contractors, should feel that their data is safe. We can all contribute to this by being vigilant and keeping cyber security top of mind.

Scope of Cybersecurity Policy

            This cybersecurity policy applies to all our employees, contractors, volunteers and anyone who has permanent or temporary access to our systems and hardware.  This cybersecurity policy is intended to protect confidential information.  This policy applies to all our employees, contractors, volunteers and anyone who has permanent or temporary access to our systems and hardware. Some examples of confidential data intended to be protected includes (a) unpublished financial information, (b) data of customers, partners or vendors, (c) formulas or new technologies, and (d) customer sensitive information.  All SCADA employees are obliged to protect this data.  In this cybersecurity policy, SCADA gives its employees instructions on how to avoid security breaches, but You acknowledge that, despite all commercially reasonable efforts under the circumstances, certain security breaches can occur.

Protecting Personal and SCADA Devices

            You acknowledge that when SCADA uses digital devices to access emails or accounts, we introduce security risk to Your data. SCADA advises its employees to keep personal and company-issued computer, tablet and cell phones secure at all time. They can do this if they (a) keep all devices password protected, (b) choose and upgrade a complete antivirus software, (c) ensure they do not leave their devices exposed or unattended, (d) install security updates of browsers and systems monthly or as soon as updates are available, and (e) log into company accounts and systems through secure and private networks only. SCADA also advises its employees to avoid accessing internal systems and accounts from other people’s devices or lending their own devices to others. When new hires at SCADA receive company-issued equipment they will receive instructions for disk encryption setup, password management tool setup, and installation of antivirus and anti-malware software. Despite these efforts, there is still the possibility for a security breach so it is imperative that You likewise follow similar security protocols in protecting Your data.

Keeping Emails Safe 

            Emails often host scams and malicious software (e.g., worms). To avoid virus infection or data theft, SCADA instructs employees to (a) avoid opening attachments and clicking on links when the content is not adequately explained (e.g., “watch this video, it’s amazing.”), (b) be suspicious of clickbait titles (e.g., offering prizes, advice, etc.), (c) check email and names of people they received a message from to ensure they are legitimate, and (d) look for inconsistencies or giveaways (e.g., grammar mistakes, capital letters, excessive number of exclamation marks. If an employee is not sure that an email they received is safe, they can refer to SCADA’s IT Specialist.

Managing Passwords Properly

            Password leaks are dangerous since they can compromise SCADA’s entire infrastructure. Not only should passwords be secure so they will not be easily hacked, but they should also remain secret. For this reason, SCADA advises its employees to (a) choose passwords with at least eight characters (including capital and lower-case letters, numbers and symbols) and avoid information that can be easily guessed (e.g., birthdays), (b) remember passwords instead of writing them down, but if employees need to write their passwords, they are obliged to keep the paper or digital document confidential and destroy it when their work is done, (c) exchange credentials only when absolutely necessary, and when exchanging them in-person is not possible, employees should prefer the phone instead of email, and only if they personally recognize the person they are talking to, and (d) change their passwords every two months. Remembering a large number of passwords can be daunting, and thus SCADA uses password management tools which generate and store passwords. Employees are obliged to create a secure password for the tool itself, following the abovementioned advice.  Once again, however, notwithstanding all of these efforts and taking commercially reasonable steps to protect passwords, You acknowledge that security breaches can occur, and thus it is imperative that You follow similar protocols in protecting Your data.

Transferring Data Securely

            SCADA employees are encouraged to avoid transferring sensitive data to other devices or accounts unless absolutely necessary. When mass transfer of such data is needed, SCADA requests employees to ask its IT Specialist for assistance.  SCADA employees are encouraged to take the following steps in order to mitigate against any damages caused through transferring data: (a) share confidential data over the company network/ system and not over public Wi-Fi or private connection; (b) ensure that the recipients of the data are properly authorized people or organizations and have adequate security policies; and (c) report scams, privacy breaches and hacking attempts. Our IT Specialist needs to know about scams, breaches and malware so they can better protect our infrastructure. For this reason, You are required under this AUP to advise SCADA of any perceived attacks, suspicious emails or phishing attempts as soon as possible. SCADA will, in turn, investigate the issue promptly, resolve the issue (if it can be resolved) and send a companywide alert when necessary.

Taking Additional Security Measures

            In order to protect the data You provide to SCADA, consider the following measures to mitigate against any damages caused by a cybersecurity breach: (a) turn off screens and lock devices when leaving desks; (b) report stolen or damaged equipment as soon as possible; (c) change all account passwords at once when a device is stolen; (d) report a perceived threat or possible security weakness in company system; (e) refrain from downloading suspicious, unauthorized or illegal software on equipment used in connection with the Services provided by SCADA; and (f) avoid accessing suspicious websites.

Acceptable Use Policy

            SCADA may suspend or terminate Your Services without notice if it determines that You are in violation of the AUP. No credit will be available under Your Service Level Agreement (“SLA”) for interruptions of Services resulting from AUP violations. Under this AUP “You” shall also mean any User of your Account.

            You are independently responsible for complying with all applicable laws related to Your use of the Services, regardless of the purpose of the use. SCADA encourages You to report violations to SCADA. You may be in violation of this AUP if SCADA determines that You are intentionally or unintentionally using the Services to engage in or foster disruptive, unlawful or abusive behavior, or encouraging others to engage in or foster such behavior, including but not limited to:

  • Breaching any applicable local, national or international law or regulation;
  • Generating or facilitating unsolicited bulk or commercial email in violation of the CANSPAM Act or any other laws and regulations applicable to bulk or commercial email, including but not limited to sending any communications to persons who indicate that they do not wish to receive them;
  • Violating the rules and conventions for postings to any bulletin board, chat group, or other online forum or violating the rules of any other network which You access using the Services;
  • Violating or misappropriating the legal rights of others, including but not limited to privacy rights and intellectual property rights, or exposing trade secrets or other confidential information of others;
  • Intentionally distributing viruses, worms, Trojan horses, corrupted files, hoaxes, or other malicious software code;
  • Interfering with the use of the Services, or the equipment used to provide the Services, including but not limited to exceeding allowed bandwidth by transferring excess data, or using any Services or system in a way that consumes a disproportionate share of the resources or otherwise interferes with the normal operation of the shared Services or system;
  • Altering, disabling, interfering with, or circumventing any aspect of the Services, including but not limited to permitting or facilitating unauthorized access to the Services (whether through distribution of malicious software code or by any other means);
  • Probing, scanning, penetrating, reverse engineering, or testing the vulnerability of any SCADA system, software or network (unless authorized in writing by SCADA) or breaching SCADA’s security measures, whether directly or indirectly;
  • Using SCADA’s Services or equipment to publish, transmit (live or otherwise) or store any content or links to any content that SCADA determines to be offensive, including but not limited to content that is illegal; immoral; sexual; excessively violent; deceptive or fraudulent; defamatory; malicious; containing offensive content; violating a person’s privacy; harassing; threatening; creating a risk to personal or public health or safety; promoting or soliciting an illegal activity; promoting discrimination based on race, sex, religion, disability, sexual orientation, or age; or any content or links thereto that may result in retaliation or legal action against SCADA by an offended party;
  • Using the Services, or a component of the Services, for any unlawful, offensive, harmful, invasive, infringing, defamatory, misleading, or fraudulent purpose; or
  • Using the Services in any manner not authorized by SCADA, or in any manner that SCADA reasonably believes to be damaging to its reputation, business, system, network, or Services.

You shall not:

  • Reproduce, duplicate, copy or re-sell any part of SCADA’s website in contravention of the provisions of our terms of website use;
  • Access without our authority, interfere with, damage or disrupt: a. any part of SCADA’s website; b. any equipment or network on which SCADA’s website is stored; c. any software used in the provision of SCADA’s website; or d. any equipment or network or software owned or used by any third party

Last Updated February 16, 2018.