These Terms and Conditions (the "Agreement") outline the framework for the use of the products and services offered by CENOBE S.A., Karneadou 25-29, Athens, Greece, VAT EL801188366 ("Cenobe") to the Client. The Client acknowledges and agrees to abide by the terms and conditions outlined herein. The Client is explicitly required to acknowledge and accept the following terms before they are granted access to or commence using the products and services of Cenobe (in this case Morpheus). If the Client does not consent to these terms and conditions, Cenobe kindly requests them to refrain from using the products and services of Cenobe (in this case Morpheus), in order to ensure alignment with Cenobe's policies.
1. INTRODUCTION
1.1. The products and services offered by Cenobe may contain one or more of the following cloud-based remote products: (i) products, deliverables, reports, and/or services provided by Cenobe under this Agreement with regards to the Client, that are made available to the Client subject to the terms of this Agreement; (ii) breach and attack simulation; (iii) security and data analytics; (iv) attack surface management; (v) continuous automated red teaming.
1.2. All the products and/or services that are applicable according to the quote to the Client, shall be called hereafter collectively the “Platform”. Under the term “Platform” shall also be included all written and electronic documentation that is supplied within the Platform, as well as any improvements, adjustments, additions, translations, compilations, or other software that Cenobe provides to the Client under this Agreement.
1.3. Please note that regarding the Client’s usage of the Platform, this Agreement constitutes a legally binding contract between Cenobe and the Client. The Client represents and certifies that they have the required corporate action authorized for the execution of this Agreement, and that they have the entire power, authority, and right to enter it.
2. USE OF THE SERVICE
2.1. During the use of the relevant products or services the Client is granted a non-exclusive, non-transferable, non-assignable and limited right to use the relevant services by Cenobe. This right shall only be granted during the subscription term for the Client's business purposes only and subject to this Agreement, the Client's subscription and any other applicable separate order form.
2.2. For the sole purpose of enabling the use to the Client and/or the Client’s affiliates, the Client is permitted to allow the following parties to use the products and/or services: (a) the Client's employees; (b) the Client's affiliates and their employees; and (c) any third-party consultants acting as independent contractors or subcontractors on behalf of the Client and/or behalf of the Client's affiliates.
2.3. Unless otherwise agreed to in writing by Cenobe, it is strictly prohibited to the Client to make copies of the Platform and/or grant any third-party access to the Platform or any portion thereof.
2.4. As part of the Platform and for the duration of this Agreement, Cenobe grants the Client a limited, revocable, non-exclusive and non-transferable license software on a machine within the Client’s environment. The software shall enable the smooth communication between the Client's devices and the Platform by guaranteeing timely updates and effective transfer of operational data.
2.5. The Client alone shall provide all hardware, servers, third-party software, licenses and infrastructure in its entirety which are necessary to run the Platform in accordance with the requirements set out by Cenobe. The Client hereby represents and warrants that they have obtained or will obtain all necessary authorizations and consents to utilize the Platform. Furthermore, the Client agrees to provide Cenobe with written proof of any such consents upon request.
2.6. Cenobe reserves the right to update, add, amend and modify the Platform as needed. In case the update requires a separate license, the terms of this license shall take precedence over this Agreement and any updates that Cenobe may provide to the Client.
2.7. Except for planned maintenance windows as set forth in the Service Level Agreement, which is accessible under www.cenobe.com Cenobe shall use commercially reasonable efforts to guarantee that the Platform shall always be operational and accessible. Notwithstanding the foregoing, the Client acknowledges and accepts that the Platform may be unavailable or unusable at any time and for any reason, including but not limited to: equipment to equipment failures, unplanned maintenance or repairs, or circumstances outside of Cenobe's reasonable control or that Cenobe could not have reasonably predicted. If, for any reason other than planned maintenance, the Platform becomes unavailable or malfunctions, Cenobe will dispatch competent staff to address the issue and try to restore the functioning as quickly as possible.
2.8. The Client agrees to use the Platform in compliance with all existing laws regarding the transmission and distribution of information over the internet, as well as widely accepted guidelines for internet usage.
3. ACCEPTABLE USE OF THE SERVICE
Notwithstanding the Acceptable Use Policy of Cenobe which is accessible under www.cenobe.com, it remains the sole responsibility of the Client to ensure that the Client’s affiliates: (a) obtain all necessary authorizations, approvals, and permissions for using the Platform in relation to the relevant system; (b) use the Platform in full compliance with this Agreement; (c) be accountable for any acts or omissions by Clients; (d) use the Platform in accordance with all applicable laws and government regulations, and that they shall abide to any legal requirement or local laws and/or legal provisions that the Client may be subject to; (e) use the Platform in accordance with the aforementioned Acceptable Use Policy; (f) do not provide the Platform to any unauthorized third party, and immediately notify Cenobe of any suspected unauthorized access to or use of the Platform; and (g) do not create or attempt to create any substitute Platform, product and/or service or product and/or service similar to the Platform by using, referencing, or gaining access to the Platform or any of Cenobe's intellectual property rights; (h) do not engage in activities such as selling, leasing, lending out, transferring, assigning, sublicensing, distributing, or permitting access or use of the Platform, or any portion thereof, to any third party without first obtaining written consent from Cenobe; (i) do not interfere with, nor disrupt the integrity or performance of the Platform or any third-party data contained therein; (j) do not attempt to obtain unauthorized access to the Platform or its associated systems or networks; and (k) do not decompile, disassemble, or reverse-engineer the software included in the Platform, subject to the applicable legal provisions.
4. SUSPENSION OF SERVICE
If, in Cenobe's reasonable opinion, the Client, and/or the Client’s affiliates, or any other user's use of the Platform may a) pose a threat to the security, availability, or integrity of the Platform or any other user environment, b) violate the express use rights granted under this Agreement or any Order Form or any applicable law governing the use of the Platform, or c) pose a legal or third-party liability risk for Cenobe, then Cenobe reserves the right to suspend the Client's, the Client's affiliates, or any other user's access to and use of the Platform (in whole or in part) upon prior notice. In case of such suspension, only those components, uses, or access to the Platform that are prohibited by this Section will be disabled. As soon as the suspension cause is fixed, CENOBE shall promptly restore the use of the Platform for the Client, the Client's affiliates and/or any other user.
5. ACCOUNT AND LOGIN DETAILS
5.1. While creating a new account (registering) to access the Platform, the Client may be requested to create a specific password used as login information. As login information under this Agreement the following shall be understood: any username, password and/or security question, which are used to access the Platform even if those were not especially created for that sole purpose.
5.2. Under no circumstances shall the Client reveal their account information to third parties, permit unauthorized access to their account, or undertake any other action that would compromise their account security. The Client remains the sole responsible for ensuring the confidentiality of their login information and shall be held liable for any use of the login information as well as any incident that occurs under their account, even if not authorized by them.
5.3. In the event that the Client becomes aware or reasonably suspects any kind of security breach, including but not limited to any loss, theft or unauthorized disclosure of their account and login details and/or any unauthorized disclosure of their login information or unauthorized access to their account, the Client is obliged to immediately notify Cenobe and report the above-mentioned incidents.
5.4. The Client agrees and acknowledges that they remain solely responsible for controlling the use of their account and prohibit any unauthorized use if it. The Client remains solely responsible in case of any authorized use. Furthermore, the Client agrees and acknowledges that if any third-party uses the Client’s account in a wrongful, illegal way or in a way that breaches this agreement, the Client's account may be deleted.
5.5. The Client remains solely responsible to safeguard the originals of any content that the Client submits or uploads to the Platform. Cenobe bears no responsibility for the availability of any content on the Platform. The Client and any user shall not depend on the Platform to store such content.
6. CENOBE’S WARRANTIES
6.1 Cenobe warrants and represents to the Client that: (a) it is authorized to grant licenses and other rights pertaining to the Platform provided under this Agreement; (b) the Platform will substantially comply with the features, functionality, and other requirements for the Platform as outlined in the support manual that CENOBE publishes at www.cenobe.com, as updated from time to time; and (c) any professional services rendered by Cenobe will be carried out in a diligent, timely, professional, and workmanlike manner in accordance with accepted industry standards and practices.
6.2. Cenobe does not grant any other warranties and representations, whether express, implied, or statutory, including without limitation any implied warranties of merchantability, title, or fitness for a particular purpose, exclusively, subject to the representations and warranties provided in section 6.1. More specifically, Cenobe does not grant any warranty that the Platform will not include errors or interruptions in operation, nor that it will identify all potential security vulnerabilities. Apart from the above, Cenobe grants no warranties about the Platform's performance regarding the Client's needs or that the operation or the results are clear from interruptions or errors. In accordance with the foregoing, the Platform is offered "as is." Cenobe disclaims all express, implied, and other warranties, representations, and conditions pertaining to the Platform including, but not limited to, any representation, warranty, or condition of merchantability, fitness for a specific purpose, or non-infringement; or originating from custom or trade practice; or from a course of dealing. No representation or warranty shall be created by any information or advice provided, whether oral or written, by Cenobe or its agents, employees, or representatives. The Client accepts full responsibility for any consequences resulting from using the Platform, including those related to using the information contained in reports generated as part of the Platform. The Client acknowledges that by using the Platform, a real system intrusion is simulated.
6.3. Furthermore, the Client acknowledges that the Platform may search in network resources for security-related information and identify real or potential security holes and vulnerabilities using a variety of techniques and software tools. Through the Platform, the Client grants Cenobe permission to carry out the security service operations (as well as any additional tasks and tests that the Client may from time to time approve or that are reasonably foreseen by or essential to perform the security service operations). Additionally, the Client accepts and acknowledges the risks and repercussions of using the Platform, which may lead to system degradation or service outages.
6.4. The Client acknowledges that there is no warranty or assurance that the security of their networks, systems, and assets will remain uncompromised or secure when using the Platform. Utilizing the Platform constitutes an evaluation as of a specific date. Moreover, Cenobe disclaims any liability for maintaining the Platform, including any reports and evaluations included within, or for inquiring about the occurrence or lack thereof, given further modifications to the Client's assets, networks, and systems following the Platform's start date.
7. SERVICE MODIFICATIONS
As Cenobe modifies and improves the Service over time, its features, functionality, and content may change. Without limiting the generality of the aforementioned, Cenobe reserves the right, in the event of any claims based on suspected infringements of any third-party intellectual property rights, to remove or disable any material or service feature.
8. SECURITY
8.1 Cenobe has the ISO27001 certification. The Platform is safeguarded by industry best practices and Cenobe will take appropriate measures to prevent security breaches. In order to safeguard any data and information—including personal data and confidential information—that Cenobe obtains, processes, transfers, or receives from the Client during the use of the Platform, Cenobe will take the necessary organizational and technical precautions. These precautions will guard against unauthorized or unlawful transfer, processing, alteration, or access, as well as against unintentional loss, damage, processing, use, transfer, or destruction. To the extent that such measures relate to the processing of personal data, they are governed by and must be read in conjunction with Article 9 of this Agreement and the Data Processing Agreement referred to therein.
8.2 Cenobe shall notify the Client about any security breach or suspected security breach that impacts the Client’s service, company, or Systems as soon as Cenobe becomes aware of such incident, but no later than 72 hours, or within any shorter time frame that may be mandated by applicable legislation. Both the Client and Cenobe shall cooperate in a commercially reasonable manner to address and fix any such security breach or possible security breach. Where a security breach constitutes or may constitute a personal data breach within the meaning of Article 4 (12) of the GDPR, the notification and response obligations set out in the Data Processing Agreement referred to in Article 9 of this Agreement shall apply in addition to and prevail over the provisions of this Article.
9. PERSONAL DATA PROCESSING
9.1. CENOBE acts as an independent data controller in respect of personal data provided by the Client in connection with the registration and management of the Client's account, including name, email address, phone number and any other information submitted during the registration process or in the course of the commercial relationship between the parties. Such personal data is processed by CENOBE for the purposes of account management, service delivery, billing and compliance with legal obligations. The processing of such data is governed exclusively by CENOBE's Privacy Policy, available at www.cenobe.com, which forms part of this Agreement.
9.2. To the extent that CENOBE processes personal data on behalf of the Client in the course of providing the Platform services — including any personal data that may be incidentally accessed during breach and attack simulation, attack surface management or any other service provided through the Platform — CENOBE acts as a data processor within the meaning of Article 28 of Regulation (EU) 2016/679 ("GDPR"), processing such data solely on the instructions of the Client who acts as data controller. Such processing is governed exclusively by the Data Processing Agreement ("DPA") which forms an integral schedule to this Agreement and is available at www.cenobe.com. Acceptance and execution of the DPA takes place in two steps:
Step 1 — Online acceptance: Upon activation of access to the Platform — whether through standard registration or activation of trial access — the Client is required to check a dedicated acceptance box which expressly refers to the DPA, confirming that it has read and understood its terms and agrees to be bound by them. This step enables immediate access to the Platform.
Step 2 — Electronic signature: Upon activation of access to the Platform, CENOBE will send the Client an email containing the DPA for electronic signature. The Client undertakes to return the signed DPA within five (5) Business Days of receipt. Both parties acknowledge that the DPA executed by electronic signature constitutes a binding written agreement within the meaning of Article 28(9) GDPR. Until the electronically signed DPA is returned, the Client's online acceptance under Step 1 shall constitute the binding agreement between the parties for the purposes of Article 28 GDPR.
In the event of any conflict between the terms of this Agreement and the DPA with respect to the processing of personal data, the DPA shall prevail.
9.3. The Client warrants that it has obtained, or will obtain prior to use of the Platform, all necessary authorizations, consents and permissions required under applicable data protection law in connection with its use of the Platform, including in relation to any personal data that may be incidentally accessed during the provision of the services. The Client acknowledges that it is responsible for assessing the data landscape of the systems to be tested and for notifying CENOBE in accordance with the DPA where special categories of personal data within the meaning of Article 9 GDPR are present in such systems.
9.4. Any reference in this Agreement to personal data, data protection, privacy or related matters shall be read in conjunction with this Article 9. In the event of any conflict or inconsistency between any other provision of this Agreement and either the Privacy Policy or the DPA with respect to the processing of personal data, the Privacy Policy or the DPA — as applicable based on CENOBE's role — shall prevail.
10. PAYMENT OF FEES
10.1. The Client agrees to pay the service fees as set forth on Cenobe's website or in an Order Form that has been mutually agreed upon in exchange for the provision of the service and the licenses granted hereunder, unless a free trial period is offered.
10.2. Unless specifically stated otherwise, all pricing and charges are listed before all taxes, levies, and other similar government charges that may be imposed by any jurisdiction. These costs may include, but are not limited to, local or export VAT, sales tax, leasing tax, use of goods and services tax, excise duty, and VAT.
10.3. Payment by credit card: As stated in the Client’s subscription or the relevant Order Form, subscription costs are due and deducted in advance from the Client’s account for the duration of the subscription. After the order placement, license upscale fees will be collected for the remainder of the subscription term. In order to fulfill payment obligations, the third-party payment service provider will retain the Client's credit card information. Cenobe will pre-authorize the Client's card when the Client uploads their credit card information in order to confirm that the information provided is accurate. Once the Client information is confirmed, the transaction is promptly canceled.
10.4. Invoice payment: If the Client wishes to pay after the invoice issuance, payment will be processed in advance for the entire subscription term as mentioned in the relevant order form or subscription. Payment for any uncontested invoices must be made within thirty (30) days following Cenobe's invoice date. The Client shall provide Cenobe with the most recent version of your billing information before the beginning of their subscription term. In accordance with current laws, Cenobe reserves the right to impose interest on late and uncontested payments.
10.5. Cenobe reserves the right to charge the Client individually for any overuse of the number of licenses provided in the Client’s subscriptions or order forms.
11. FEES
11.1. The fees are non-refundable and must be paid regardless of whether the Platform or any portion of it is actually used. Without affecting the foregoing, the Client agrees that, in the event that a package was acquired, the Client is responsible for paying the license fee for the whole package listed in the license certificate, even if they eventually decide not to utilize any of the offered specific vectors. Additionally, swapping out any of the offered vectors in a specific package for another vector is prohibited.
11.2. If the actual number of assets used by the Client exceeds the number indicated in the license certificate, the additional subscription fee as set forth under section 10.5. of this Agreement shall be calculated in the final fees.
11.3. Please note that the Client will be charged with monthly interest of one percent (1%) for delayed payments, i.e. payments that are not executed before or on the due date specified in this Agreement. The interest begins to accrue on the first day after the payment deadline and shall be compounded every three months. Furthermore, and without limiting Cenobe's further options, Cenobe reserves the right to disconnect the Platform, in case an invoice has not been settled within sixty (60) days of its due date. In this case, the Client will not be able to access their account.
11.4. This Agreement shall be terminated if an invoice is not settled within ninety (90) days of its due date. In this case also the entire Client’s history and all account data will be permanently removed.
11.5. Unless otherwise agreed to by the parties in writing, the subscription fee shall increase on an annual basis. The subscription fee shall be increased by 7% (seven percent) compared to the subscription fee of the prior subscription term, upon renewal of the initial term and any renewal term thereafter. Additionally, the number of assets or employees of the Client, as applicable, shall be reevaluated by Cenobe at the end of the Initial Term and any renewal term thereafter, and the subscription fee may be increased by Cenobe to reflect such new number of assets or employees, based on Cenobe's then current price list.
11.6. In spite of the foregoing, re-pricing will occur at renewal without taking into account the subscription fee paid for the previous subscription term if the packages, number of assets, number of employees, number of vectors, or subscription term, as applicable, had decreased from the previous subscription term.
12. INTELLECTUAL PROPERTY RIGHTS
12.1. Cenobe and/or its licensors are the owners of any intellectual property rights that exist in, relate to, or arise from the services and/or products and the Platform, including all software, technology, and content. This ownership extends to any updates and improvements made to the Platform. Except for the restricted use rights provided in Section 2, the Client acknowledges and agrees that no rights, title, or interest in or to the Platform or any related Intellectual Property Rights of Cenobe are given or transferred to the Client under this Agreement.
12.2. The results produced by the Agreement are the Client’s Customer Data, which belong to the Client. However, any intellectual property rights, know-how or trade secrets of Cenobe (such as software, copyrighted works and like attack vectors and payloads) that may be included in the results remain property of Cenobe. The Client shall only use Cenobe's intellectual property rights in order to eliminate any security holes that are traced in the Client's systems.
12.3. The Client retains all rights, title and interest in and to any data submitted to, processed by, or generated through the Platform in connection with the Client's use of the Services. The Client grants Cenobe a limited, non-exclusive, worldwide, royalty-free license to access, process and use such data solely to the extent necessary to provide, maintain, support, secure and improve the Platform and the Services, and to comply with applicable legal obligations. Cenobe shall not use the Client's data for any other commercial purpose or disclose it to third parties, except as necessary for the provision of the Services, as required by law, or with the Client's prior written consent.
12.4. If the Client provide Cenobe with feedback regarding the Platform, including remarks and suggestions for enhancements, this shall be considered Cenobe's confidential information and sole and exclusive property of Cenobe. All of the Client's rights, titles, and interests in and to any input, including any intellectual property rights therein, are hereby irrevocably assigned and transferred to Cenobe.
13. CONFIDENTIALITY
13.1. Confidential information obtained by one party (the "Receiving Party") from another (the "Disclosing Party") is subject to strict confidentiality. The Receiving Party shall not share Confidential Information with any other party without the Disclosing Party's prior written approval. In order to prevent unintentionally disclosing confidential information to third parties or in any other way violating the terms of this Agreement, the Receiving Party must make sure that confidential information is preserved and handled with caution.
13.2. Confidential Information may only be used by the Receiving Party to carry out its obligations under the Agreement and shall not be used for any other purpose.
13.3. Confidential Information may only be shared by the Receiving Party with its Representatives who have a clear and specified need to know. The Receiving Party shall ensure that these Representatives are subject to duties that are at least as substantial as those outlined in this Agreement. For any breach by its Representatives, the Receiving Party shall be accountable to the Disclosing Party in accordance with the conditions set forth in this Agreement.
13.4. Without prior written consent of the Disclosing Party, the Receiving Party is not permitted to copy, transcribe, record, or reproduce in any other way any document or other medium containing confidential information.
14. TERM AND TERMINATION
14.1. The duration of the Agreement shall commence on the day the Client signs up for the Platform online or on the effective date stated on the order form. Unless terminated sooner as specified below, the Agreement remains valid for the entire subscription duration specified in the Client's subscription or the relevant order form. The subscription term will automatically renew for successive terms equal in duration to the initial subscription term, unless Cenobe is notified that the Client does not wish to renew the service provision in writing thirty (30) days prior to the initial subscription term expiration date.
14.2. The duration of this Agreement regarding the initial subscription term shall be determined by the license certificate, unless a free trial period is offered. Except as expressly specified herein, the initial term and any renewal terms are subject to an earlier termination. This Agreement may not be renewed by either party for any reason.
14.3. If any party materially violates any of the terms of the Agreement and the violation is not rectified within thirty (30) calendar days of the counterparty providing written notice of the violation, the respective counterparty may terminate the Agreement with no further notice. Furthermore, either party may terminate the Agreement without incurring any liability to their counterparty (including payment of fees), in the event that the other party goes into compulsory or voluntary liquidation, stops operating for any reason, or undertakes any other action that causes their counterparty to reasonably believe that their performance under the Agreement could be impaired.
14.4. In case of a service or Platform modification in accordance with Section 7 of this Agreement in a way that, in the Client’s reasonable judgment, represents a major adverse alteration of the Platform, the Client may terminate the Agreement with immediate effect by sending written notice to Cenobe. After Cenobe's notification about the materially unfavorable change, the Client shall give notice of their termination in two (2) weeks' time.
14.5. If the Client breaches this Agreement materially or does not settle the payable fees on time in accordance with Section 11 (“Fees”), Cenobe may terminate this Agreement immediately upon written notice.
14.6. Except for the provisions of this Agreement that shall survive its expiration or termination by their very nature, such as e.g. Sections 13 ("Confidentiality"), 14 (“Term and Termination”), 18 ("Limitations on use"), 20 (“Liability”), and 25 ("General Provisions"), all rights and obligations under this Agreement, including any licenses, shall immediately terminate together with the termination of this Agreement.
14.7. Shall a suspension event under Section 4 exist for longer than thirty (30) days without any remedy from the Client’s end, Cenobe reserves the right to immediately terminate the Agreement after handing the Client the respective written notice.
14.8. If one of the parties proceeds to terminate this Agreement for cause, they have the option to use the same ground for termination of all outstanding order forms or terminate only the order form on which the termination ground applies.
14.9. Upon suspicion of a breach of this Agreement, illegal or improper use of the Client’s account, or illegal or improper use of the Platform or Cenobe's intellectual property, trade secrets or know-how as defined by Cenobe, Cenobe may in its sole discretion, by giving the Client prior written notice, deny access to the Platform or any part of it, or terminate the Client's account. In this case, the Client may lose their username; Cenobe shall not be held liable for any harm resulting from the aforementioned. Furthermore, Cenobe retains the right to shut down all Client's accounts, if multiple accounts are used. Following the account(s) termination, the Client is not allowed to engage in any further activities on the Platform without Cenobe's specific permission.
14.10. Cenobe retains the right to deny anyone access to the Platform or other services, as well as to maintain their accounts. The Client shall refrain from enabling the use of their account by other Clients whose accounts were terminated by Cenobe. The Client is kindly requested to notify Cenobe at info@cenobe.com, if they believe that such actions against their account have been undertaken without their authorization.
14.11. Please note that no refunds will be given, no benefits will be credited to the Client or converted to cash or other forms of reimbursement, and the Client will no longer have access to their account, the benefits associated with it, or the specific service in question if the Client's account, or a specific subscription for the Platform linked to it, is cancelled, suspended, and/or if any benefits are selectively removed or revoked from the Client's account.
15. TERMINATION EFFECTS
15.1. In the event that the Client terminates the Agreement in accordance with Sections 14.3. 14.4. (or, if applicable, under the Service Level Agreement) due to a substantial breach by Cenobe, the Client shall be reimbursed by Cenobe for all prepaid and unused amounts, pro rata.
15.2. In the event that CENOBE terminates the Agreement in accordance with Section 14, the Client shall not be entitled to any payment or compensation from Cenobe, and any amount owed or due to Cenobe will be payable immediately.
15.3. In addition, should this Agreement be terminated for any reason, the Client acknowledges that their rights under it shall also be terminated. Each party will also have fourteen (14) days to return or destroy any and all confidential information that is under its control or in its possession, with the exception of any that is stored in backups or archives and cannot be retrieved without a great amount of work, or that a party is required to retain for legal or regulatory purposes.
16. FREE TRIAL
In case of a trial plan, the terms of the trial subscription and this Agreement shall commence upon signing up for the trial or as specified in the respective order form or similar document. The terms of the trial plan shall also apply as specified in the Client's subscription or as agreed jointly with Cenobe. After the expiration date of the trial, the trial subscription will not be renewed.
17. COLLECTION OF INFORMATION
17.1. Cenobe may collect data about the Client’s usage of the Platform during the Client’s usage. This type of data may include: the Client’s connection time to Cenobe’s server, the vectors, tools, services, and/or capabilities that are being used, as well as the way that they are being used. Cenobe will utilize any such data it collects in an overall, aggregated, non-personally identifiable manner for statistical analysis as well as for assessing and enhancing its technology and products.
17.2. In the event of termination of this Agreement, the Client may request from Cenobe any and all information pertaining to the Client’s usage of the platform within a 90 (ninety) day period. Cenobe shall discard and/or delete any and all information pertaining to the Client's usage of the Platform once the aforementioned ninety (90) day period has passed, provided that the Client has not renewed their subscription to the Platform.
17.3. To the extent that any data collected under this Article constitutes or may constitute personal data within the meaning of applicable data protection law, such data is processed in accordance with Article 9 of this Agreement and the Privacy Policy or the DPA referred to therein, as applicable based on CENOBE's role.
17.4. Cenobe retains the right to report any serious vulnerabilities found during Platform performance and use to the appropriate third-party software and systems manufacturers. Only in situations where it deems it reasonable to notify the relevant vendor of the vulnerability in order to shield other users of the software or systems from harm, and when it deems it generally in the public interest to do so, will Cenobe make such a notification. Cenobe will not supply any data or information that is unique to the Client or that may be reasonably anticipated to identify the Client and will restrict the content of any notice to the vulnerability's existence. Any such notification shall not include personal data of the Client or its data subjects. Where personal data has been incidentally accessed in the course of identifying a vulnerability, the Responsible Disclosure Procedure set out in Schedule 1 of the Data Processing Agreement referred to in Article 9 of this Agreement shall apply.
18. LIMITATIONS ON USE
18.1. The Client as well as the User acknowledges that the Platform will only be used by the Client to monitor and confirm the Client's cyber security posture.
18.2. The Client acknowledges that they will only take lawful acts when using the Platform's services.
18.3. The Client acknowledges that they will not misuse the platform or any of its components. "Abuse" refers, among other things, to the following uses of the Platform: (i) harassing, stalking, threatening, abusing, or violating the rights of others as those rights are defined by applicable law; (ii) interfering with the use of another person's computer or software in any way, including, but not limited to, uploading, downloading, or transmitting malicious files or computer viruses; (iii) violating applicable rights to intellectual property, publicity, or privacy, including, but not limited to: (iv) Remove or falsify the source of, or rights to, any content that the customer downloads or uploads; this can include, but is not limited to, removing author credits, proprietary language, or notices of patent, copyright, or trademark; (v) Send, post, or otherwise divulge trade secrets or other proprietary material or information that is protected or confidential; additionally, give any third party—such as corporate entities, vendors, integrators, etc.—access to Cenobe's proprietary information; (vi) Upload or download files that are not authorized for Platform distribution; (vii) Tamper or interfere with the Platform, servers, or networks connected to the Platform; this includes attempting to hinder the access of any other user, host, or network. Examples of such actions include overloading, starting, spreading, taking part in, or attempting any form of "denial of service" attack, "spamming," "crashing," or "flooding." or "mail-bombing" the Platform; (viii) directing bots, spiders, crawlers, avatars, intelligent agents, or any other automated process at Cenobe's computer systems or otherwise putting an undue burden on any of Cenobe's computer hardware, network, storage, input/output, electronic control devices, or infrastructure; (ix) transmitting any data or software obtained through the Platform, or duplicating, creating, displaying, licensing, performing, publishing, reproducing, selling, or transferring works derived from the Platform; (x) using a password or personal identification number fraudulently during Account login, or misrepresenting one's identity or authority to act on behalf of another; or (xi) breaking this Agreement in any further way.
19. INDEMNIFICATION
19.1. In the event that any third party alleges that use of the Service, as described and permitted within the frame of this Agreement, occurs in violation of any third-party intellectual property rights, Cenobe shall defend, indemnify, and hold harmless the Client, the Client's representatives, and Employees from and against all costs, damages, losses, and expenses, including reasonable attorneys' fees and other legal expenses.
19.2. The Client shall defend, indemnify and hold Cenobe harmless, in the event that a third party claims that: (i) the Client’s use of Cenobe’s service occurs in violation of the terms of this Agreement infringes any third-party rights, including without limitation, infringement or violation of any third-party Intellectual Property Rights or privacy rights; (ii) The Client does not have all necessary authorizations, approvals, and permissions necessary for lawful use of Cenobe's service, including for conducting tests or (iii) the Client's use of the Cenobe's service is in any other way in violation of the acceptable use of Cenobe's service as described under Section 3.
20. LIABILITY
20.1. Unless Cenobe did not supply its services in compliance with the Agreement, in no case shall Cenobe be held liable to the Client or the Client's affiliates for any direct or indirect damages arising from the Client's or the Client's Affiliates' use of the Service. Moreover, Cenobe disclaims any liability on the availability or accuracy of any integrated services or goods supplied by third parties.
20.2. Nothing in the Agreement or these terms will limit or exclude each Party's responsibility for (i) any losses brought about by fraud, willful misconduct, or gross negligence, or (ii) any particular indemnity promises made by a Party in accordance with Section 19 of this Agreement.
20.3. Subject to Section 20.2., Cenobe's entire responsibility under the Agreement for any damages arising under the Agreement will be limited to 100% of the total fees that the Client has paid or has been requested to pay under the Agreement in the contract year that the breaches took place.
21. ASSIGNMENT
This Agreement cannot be assigned or otherwise transferred by either party without the other party's prior written consent, which may be withheld in an acceptable manner; provided, however, that either party may transfer this Agreement to a third party or an affiliate in connection with a corporate reorganization, merger, sale of all or nearly all of its shares, or other ownership, by giving prior written notice.
22. FORCE MAJEURE
22.1. When an event beyond a party's reasonable control that could not have been anticipated at the time the Agreement was executed occurs—such as an explosion, fire, storm, earthquake, flood, drought, riots, strikes, civil disobedience, sabotage, terrorist acts, civil war or revolutions, war, or government action—, neither party shall be held responsible for failing to fulfill any obligations under this Agreement. To minimize the damages and effects of force majeure, each party shall make commercially reasonable efforts to adopt all necessary and reasonable measures within its power.
22.2. The party impacted by the force majeure must notify the other party in writing as soon as possible of the start and end of the event. Either party may terminate this Agreement and/or the applicable Order Form upon written notice to the other party if an event of force majeure lasts for thirty (30) days or more. Neither party shall be held responsible for any future obligations beyond paying for services already rendered.
23. AMENDMENTS OF THE AGREEMENT
The terms set forth in this Agreement are subject to change by Cenobe. The latest version of this Agreement is accessible on Cenobe's website under www.cenobe.com. As soon as the updated Agreement is available on the website, they are effective and supersede any previous version. If there are any significant changes to the Client's rights and/or obligations, the Client shall be notified accordingly. In that instance, you will have the chance to protest by contacting info@cenobe.com or your Cenobe customer contact. The Client acknowledges and agrees that they shall be bound by the updated version of the Agreement, if they carry on using Cenobe's services after the Agreement update.
24. COMMUNICATION
24.1. Any type of communication under the terms of this agreement must take place in writing and sent to the designated contact person by letter or email. Communication shall be considered effectively received, if sent by recommended mail, two (2) business days after the day of sending, or at the time of sending, if sent by email (unless the sender receives an automated message stating that the email has not been delivered). Communication with Cenobe shall take place through the following channels:
- Per mail: Cenobe PC, Karneadou 25-29, 10675 Athens, Greece
- Per email: info@cenobe.com
24.2. Any notifications to or communication with the Client shall be sent to the e-mail address and contact person provided in the Client’s membership account or -if applicable- in the order form.
25. GENERAL PROVISIONS
25.1. Regarding any terms that are against the terms of this Agreement, this Agreement supersedes any prior written or oral agreement, proposal, correspondence, or communication relating to that subject matter. It also supersedes any prior or concurrent customer purchase orders. Regarding its subject matter this Agreement between the Client and Cenobe constitutes the entire agreement between the parties.
25.2. In the event of a disagreement between the order form and the terms of this Agreement, as well as any schedules or extra terms mentioned below, these terms shall take precedence, unless the conflicting provision in the order form expressly states that this clause should take precedence.
25.3. Nothing in this Agreement shall be construed as creating or establishing a partnership, joint venture, or employment relationship between the parties, or as giving any party the authority to act as the other party's agent or to commit to any actions on that party's behalf.
25.4. Any right or remedy under the Agreement may only be waived in writing, and doing so will not be interpreted as a waiver of any other rights or remedies. No party's failure or delay in using any right or remedy granted by the Agreement will be interpreted as a waiver of that or any other right or remedy, nor will it limit or prohibit the other party from using that or any other right or remedy in the future. The exercise of any right or remedy, whether in whole or in part, may not be limited or prevented from being used in the future.
25.5 In the event that the Agreement is fully performed, expires, is terminated, or is void, those clauses in the Agreement and these terms that are logically read to survive will also survive that event.
25.6. The validity and enforceability of the remaining provisions of the Agreement shall not be affected if any provision is or becomes invalid, unlawful, or unenforceable in whole or in part.
25.7. Any reference in this Agreement to personal data, data protection, privacy or related matters shall be read in conjunction with Article 9 of this Agreement and the Data Processing Agreement incorporated therein. In the event of any conflict or inconsistency between any provision of this Agreement and the Data Processing Agreement with respect to the processing of personal data, the Data Processing Agreement shall prevail.
26. GOVERNING LAW AND DISPUTE RESOLUTION
26.1. This Agreement shall be interpreted and governed by the substantive laws of Greece, notwithstanding any conflict of laws rules included therein. This Agreement shall not be governed by the United Nations Convention on the International Sale of Goods (CISG).
26.2. The Parties shall, if possible, negotiate a resolution to any disagreement, controversy, or claim arising out of or related to the Agreement, or from its breach, termination, or invalidity.
26.3. For any arising conflict, the competent courts are those in Athens, Greece.
27. EFFECTIVE DATE
Effective Date of this version of this Agreement: March 1st 2025
Last updated: 5 August 2026