These Terms of Service as stated below (“Terms”), and each of them, are incorporated as part of the agreement between PrivAdvant/Rotkowitz, LLC (“PrivAdvant”) and every person or organization who receives products or services from Truvantis (“Client”); each Client agrees to these Terms as a condition of PrivAdvant providing any products and services to Client and each Client acknowledges that PrivAdvant would not provide any products or services to Client but for Client’s acceptance of these Terms.

1. All testing will be performed at times arranged with the Client and, if required, the hosting provider. Client will provide a list of stakeholders that must sign-off on any testing schedule. This may include internal staff along with external service providers. Client takes responsibility for notifying such external service providers and obtaining the necessary permissions for testing and scans, if required.
2. Should network security testing equipment be leased or loaned to the Client by PrivAdvant for the performance of these tests and not be returned within the agreed timeframe, the equipment will be considered leased to the Client at a rate of $1,000 per month until it is returned. Note that such test equipment may be leased by prior arrangement at a fraction of that cost. Monthly services do not carry forward month to month if unused. Any hours pre-purchased and not used will expire and be considered spent after 180 days.
3. The services to be delivered by PrivAdvant may, from time to time, include locally or remotely initiated scanning and testing. The Client acknowledges that such testing entails inherent known and unknown risks and dangers to Client’s information systems, data and business operations, Client approves and authorizes all such scanning and testing and Client agrees to defend, indemnify and hold harmless PrivAdvant for any loss or liability that may arise from such scanning and testing.
4. Should Client equipment be sent to PrivAdvant for forensic testing or other services, Client will pick up such equipment or provide an address and payment for shipping costs so that equipment can be returned, within thirty (30) days of PrivAdvant providing notice that services are complete. If Client does not retrieve equipment or arrange for its return, PrivAdvant may charge $50 per day for secure storage of this device, or may arrange for its disposal, at PrivAdvant’s sole discretion.
5. Client agrees to pay all invoices in full as set forth in the applicable invoice, but in any event no later than thirty (30) days from the date the invoice is sent, unless otherwise agreed in writing. Client is responsible for all travel and other PrivAdvant incurred in performing services under this Terms. Client agrees, at its own expense, to operate in full compliance with all governmental laws, regulations and requirements applicable to Client and the duties conducted hereunder. It shall be the responsibility of the Client to pay for any necessary licenses, permits, insurance and approvals as may be necessary for the performance of services by PrivAdvant, unless otherwise specified in writing and agreed to by PrivAdvant.
6. PrivAdvant's relationship with Client will be that of an independent contractor, and nothing should be construed to create a partnership, joint venture, or employer-employee relationship. PrivAdvant is not legal counsel, and it cannot and does not provide legal advice. Any conversations or communications with PrivAdvant’s representatives are not to be considered legal opinions. Any documents provided by PrivAdvant should not be relied on as legal advice or as legally compliant. Truvantis advises Client to consult its own legal counsel regarding Client’s legal obligations.
7. This is not a work-for-hire agreement. The copyright in all deliverables created hereunder for Client shall belong to PrivAdvant. All intellectual property rights in all pre-existing works and derivative works of such pre-existing works and other deliverables and developments made, conceived, created, discovered, invented or reduced to practice in the performance of the Services hereunder are and shall remain the sole and absolute property of PrivAdvant, subject to a worldwide, non-exclusive license to Client for its internal use as intended under this Agreement, and PrivAdvant retains all moral rights therein. This Agreement does not grant Client any license to any of PrivAvant’s products, which products must be separately licensed. PrivAdvant may subcontract its obligations and rights to a third-party.
8. If PrivAdvant incurs any costs, expenses, or fees, including reasonable attorney’s fees and professional collection services fees, in connection with the collection or payment of any amounts due it, Client agrees to reimburse PrivAdvant for all such costs, expenses and fees.
9. Unless otherwise agreed in writing, service fees will be fixed for the first year and will be increased at a rate of 2-6% annually on anniversary date of subscription.
10. If Client abandons or does not fully participate in the engagement, PrivAdvant will provide any deliverables as is, and client agrees to pay all amounts due for the engagement in full waiving any further performance by PrivAdvant. If Client requests a delay in performance by PrivAvant, PrivAdvant at its sole discretion may permit this change, and in that event, Client agrees to pay a prorated invoice for all work performed up to the point of delay, as well as a 10% surcharge on the total amount for the engagement.
11. PrivAdvant may from time to time deploy staff onsite at the agreed Client facility. Two seats/desks/cubes will be made available along with Internet connection for PrivAdvant's staff use. Truvantis staff will either use PrivAdvant issued laptops or Client issued devices at Client's choice. Client will provide key and/or badge access to PrivAdvant staff assigned to the Client.
12. Client acknowledges that PrivAdvant will recruit, train, employ and/or contract with security and privacy professionals ("Professionals") in order for PrivAdvant to provide services for under this agreement to Client, and that this is a costly and time-consuming endeavor ("Endeavors"). Should Client elect, prior to or within the two (2) years following the later of the termination of this Agreement or any extension to this Agreement, to directly or indirectly employ any Professionals who have provided such services to Client through PrivAdvant, Client agrees that it will first pay PrivAdvant the sum of $90,000.00 per Professional, which both parties hereby agree accurately reflects the reasonable value of PrivAdvant's Endeavors.
13. This Proposal will be governed and construed in accordance with the laws of the State of New Jersey. Both parties hereby expressly and irrevocably consent to the exclusive personal jurisdiction of the state.
14. Any dispute, controversy or claim arising out of or related in any manner to services provided by PrivAdvant's, except controversies involving less than $2,500, which cannot be amicably resolved by the Parties, shall be solely and finally settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall take place before an arbitrator sitting in New Jersey, Burlington county. The language of the arbitration shall be English. The arbitrator will be bound to adjudicate all disputes in accordance with the laws of the State of New Jersey. The decision of the arbitrator shall be in writing with written findings of fact and shall be final and binding on the Parties. The arbitrator shall be empowered to award money damages, but shall not be empowered to award consequential damages, indirect damages, incidental damages, special damages, exemplary, punitive damages or specific performance. Each Party shall bear its own costs relating to the arbitration proceedings irrespective of its outcome. This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to this Proposal, except that a Party may seek a preliminary injunction or other injunctive relief in any court of competent jurisdiction if in its reasonable judgment such action is necessary to avoid irreparable harm.
15. THE WARRANTY SET FORTH IN THIS SECTION IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES, WORK PRODUCT OR DELIVERABLES PROVIDED UNDER THIS PROPOSAL, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM. PrivAdvant DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PURPOSE, OR AGAINST INFRINGEMENT. PrivAdvant SHALL NOT BE LIABLE FOR ANY SERVICES OR WORK PRODUCT OR DELIVERABLES PROVIDED BY THIRD PARTY VENDORS IDENTIFIED OR REFERRED TO THE CLIENT BY PrivAdvant DURING THE TERM OF THIS PROPOSAL, PURSUANT TO ANY SOW OR OTHERWISE. CLIENT’S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS REPERFORMANCE OF THE SERVICES, OR IF REPERFORMANCE IS NOT POSSIBLE OR CONFORMING, REFUND OF AMOUNTS PAID UNDER THIS PROPOSAL FOR SUCH NON-CONFORMING SERVICES. THE SERVICES, WORK PRODUCT OR DELIVERABLES PROVIDED UNDER THIS PROPOSAL ARE DELIVERED "AS IS", AND TRUVANTIS SHALL NOT BE LIABLE FOR ANY INACCURACY THEREOF. TRUVANTIS DOES NOT WARRANT THAT PERFORMANCE OF ANY SERVICE SHALL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS IN THE SERVICES OR WORK PRODUCT SHALL BE CORRECTED. EXCEPT FOR THE PARTIES INDEMNIFICATION OBLIGATIONS UNDER OF THIS PROPOSAL, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS PROPOSAL TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. SUBJECT TO THE CLIENT’S OBLIGATION TO PAY THE FEES TO PrivAdvant, EACH PARTY’S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES OR THIS PROPOSAL SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CLIENT TO PrivAdvant UNDER THIS PROPOSAL IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. THIS SECTION SHALL SURVIVE THE TERMINATION OF THE PROPOSAL. NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS PROPOSAL MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.
16. By accepting services from PrivAdvant, Client knowingly and voluntarily agrees that it intends to forever waive any right to maintain any lawsuit or action against PrivAdvant based on any claim of loss or damage arising from or related to the products or Services provided by PrivAdvant, agrees that it has had sufficient opportunity to read and understand this agreement and consult with legal counsel or has voluntarily waived its right to do so, and knowingly and voluntarily agrees to be bound by all terms and conditions (Terms) set forth above.