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THIS IS A LEGAL AGREEMENT BETWEEN CLIENT AND Williston Enterprise Solutions & Technology, LLC, a Delaware limited liability company (“WEST”). BY CLICKING “I AGREE” AND/OR ACCESSING AND/OR USING ANY OF THE SERVICES LISTED BELOW, CLIENT IS AGREEING, ON BEHALF OF AN INDIVIDUAL AND/OR A LEGAL ENTITY, TO BE BOUND BY THE TERMS OF THIS WESTPROTECTSM END USER SERVICES AGREEMENT (this “Agreement” or “EUSA”). Client certifies that it has read, understands, and agrees to the provisions set out in this Agreement.

1. Description of Services. Client may select from WEST’s suite of cybersecurity tools and services (individually and collectively referred to as the “Services”), as more fully described herein below:

  1. WESTProtectSM. By subscribing to the WESTProtect Service, Client may access and use both the 411 Service and SAFE Service offered by WEST.

i. 411. The WESTProtect 411 Service will provide Client the ability to contact a cybersecurity professional and quickly obtain answers on potential cyber threats to allow Client to quickly determine such cybersecurity risk as Client conducts its business. By simply forwarding an email or making a phone call, as detailed herein, Client will get expert cybersecurity advice. At the end of each month Client will receive metrics showing its use of this 411 Service.

ii. SAFE. The WESTProtect SAFE (Security Awareness For Everyone) Service is a program to increase awareness about cybersecurity threats so Client’s employees will be empowered to practice safe computing habits; make smart, informed decisions about information security; and share in protecting the Client company. As part of the SAFE Service, WEST will provide Client with quarterly SAFE Advisor newsletters and monthly SAFE Tip Sheets to help Client and its employees keep up to date on cybersecurity.

  1. Add-On Services.

i. Lure. By subscribing to the Lure Service as a WESTProtect Add-On Service, Client will have access to a service that simulates real-life phishing attacks with accurate details and appearance. Lure enables WEST to run multiple phishing campaigns simultaneously, to send emails with images (for a more credible appearance) or with calendar invitation and to even clone web pages. At the end of each month Client will receive metrics showing its use of this Lure Service.

ii. Protect U. By subscribing to the Protect U Service as a WESTProtect Add-On Service, Client will have access to a learning management system for cybersecurity. WEST’s video-based online modules and testing are easy for employees to understand and complete, and WEST’s tracking system makes it easy for Client to track and certify all of its employees’ cybersecurity education progress.

2. Rights & Restrictions. In connection with the Services subscribed to by Client hereunder, and subject to the Fees set forth herein, each party will have certain respective rights and responsibilities detailed herein:

  1. Client shall have a limited, non-exclusive, revocable license to use the Services solely for internal business purposes during the Term and shall not reproduce, distribute, resell, perform or display any of the Services or any derivatives thereof for or to any third parties. Client acknowledges and agrees that it has no other right, title or interest in or to any of the Services and that it will not claim any such right, title or interest. Any subscription to an add-on Service also requires a valid subscription to the WESTProtect Service. The Policies accessed and used during the Term as part of the Policies subscription remain owned solely by WEST and at no time shall any such be deemed “works-for hire” for Client. No other rights are granted hereunder except as expressly set forth in this Agreement.

  2. The parties understand and agree that WEST’s ability to fulfill its obligation to perform the Services hereunder shall be dependent upon Client fulfilling its responsibilities and providing accurate and timely information and documentation to WEST, and access to relevant individuals as required by WEST. Client shall provide to WEST a list of Client’s employees which shall be authorized users of the Services subscribed hereunder, and Client is responsible to keep such list updated with WEST and ensure the protection of such user credentials and passwords.

  3. Client shall at all times remain the party responsible for its cybersecurity and protection of consumer non-public personal information (“NPPI”) in its possession, including compliance with all applicable laws, rules, and regulations, and WEST assumes no responsibility or liability thereof.

  4. Client shall not use the Services for any illegal purpose or in any manner in violation of this Agreement.

  5. Client shall not alter or remove WEST’s name, trademarks, copyright notices, disclaimers or other restrictive legends on any of the Services documentation, and shall include such name and all such trademarks, copyright notices, disclaimers and other restrictive legends on all co-branded Policies at all times.

  6. Client shall also be subject to, and hereby agrees to comply with applicable posted and/or click-through terms and conditions of any and all third party subcontractors of any of the Services, which third party subcontractors will be identified by WEST. Currently, the only third party subcontractor of the Services is for the Protect U add-on Service which is powered by ThreatAdvice, although additional subcontractors may be added from time to time in WEST’s sole discretion. A current version of ThreatAdvice terms and conditions can be found at the following: These terms and conditions are subject to change by ThreatAdvice and Client assumes responsibility for compliance therewith.

  7. Client acknowledges and agrees that regardless of the Services provided hereunder or Client’s own protective measures taken, Client may still become a victim of cyber scam or cybercrime and as a result may incur losses and damages for which WEST shall have no responsibility or liability.

3. Fees. Client shall pay to WEST all fees for Client’s access to and use of each of the Services subscribed to hereunder (“Fees”), and such Fees shall be due and payable throughout the Term according to the Billing Frequency selected by Client as stated on the Order Form and any written amendment to this Agreement signed by both parties, as applicable, within fifteen (15) days of date of invoice. Client is responsible for the payment of all sales, use, excise, value added, and other taxes and duties however designated that are levied by any taxing authority relating to the Services (“Taxes”). All Fees listed by WEST are exclusive of Taxes. In no event shall Taxes include taxes based on WEST’s income. Payments of Fees which are due hereunder and not received by WEST on or before the applicable due date will accrue interest from such due date through the date paid at the lesser of the rate of (i) 10% per year or (ii) the highest rate allowed by applicable law.

4. Term and Termination.

  1. Term. Following the Initial Commitment Term (as defined in the Order Form), this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”). The Initial Commitment Term and any Renewal Term(s) shall collectively be referred to herein as the “Term.” Any Add-On Service subscribed to by Client during the Term will co-term and sync with the Term of this Agreement and will renew based on the original subscription date for the WESTProtect Service.

  2. Termination by Non-Renewal. Client may elect to not renew and to terminate this Agreement by providing WEST with written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term. Such written notice of non-renewal must be submitted to WEST at

  3. Termination for Cause. At any time, either party may terminate this Agreement immediately upon written notice to the other party (i) if the other party breaches any of its material obligations under this Agreement and such breach is not cured within thirty (30) days of receipt of written notice from the non-breaching party, or (ii) if the other party becomes insolvent or bankrupt, liquidated or is dissolved, or ceases substantially all of its business. In addition, WEST may terminate this Agreement immediately upon written notice to Client in the event Client accesses and/or uses the Services in a manner inconsistent with the provisions herein and either party may terminate this Agreement immediately upon written notice to the other party in the event of a breach by the other party of its confidentiality obligations herein.

  4. Effect of Termination. Upon termination of this Agreement for any reason, Client will immediately pay to WEST any outstanding Fees due and payable to WEST, discontinue all access and use of the Services, cease to represent in any form that it is a user of the Services, and destroy all Confidential Information of WEST in Client’s possession and/or control, including, without limitation, any co-branded Policies (with certification of such destruction to be provided by Client to WEST upon request). In the event of termination by WEST for cause, all Fees through the end of the then-current Term shall be immediately due and payable by Client to WEST.

5. Confidentiality.

  1. General. The provisions of this Section 5 survive any termination or expiration of this Agreement. During the term of this Agreement, each party may disclose (the “Discloser”) to the other (the “Recipient”) certain information relating to itself, its parent, subsidiary or affiliated companies, or the Discloser’s contractors or customers that the Discloser considers to be confidential and (i) is marked confidential at the time of disclosure, or (ii) if unmarked, is designated as confidential at the time of disclosure, (iii) should reasonably be construed as confidential based upon the nature of the information disclosed, or (iv) is consumer information. Notwithstanding anything to the contrary contained herein, Confidential Information, excluding consumer information, shall not include any writings, documents, materials, data or other information of any kind which (a) is publicly available at the time of disclosure by the Discloser to the Recipient, (b) becomes publicly available through no breach of this Agreement by the Recipient, (c) is provided to the Recipient by a third party without restriction on disclosure and without breach by such third party of any non-disclosure obligation, (d) is independently developed by the Recipient without the use of any Confidential Information of the Discloser, or (e) was known to the Recipient prior to disclosure by the Discloser.

  2. Protection of Confidential Information. WEST and Client agree not to disclose any Confidential Information of the other party to any person or entity, except as otherwise specifically permitted or contemplated hereunder, as otherwise required to perform its obligations under this Agreement, or as otherwise required by law. Each party agrees to treat the other party’s Confidential Information with at least the degree of care that it treats similar materials of its own, but in no case less than reasonable care.

  3. Compelled Disclosure. The Recipient will only release Confidential Information when compelled by law to do so, provided the Recipient gives the Discloser written prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Discloser’s cost, if the Discloser wishes to contest the disclosure. In such event, the Recipient may disclose only a portion of the Discloser’s Confidential Information, which, in the reasonable opinion of the Recipient’s counsel, is legally required to be disclosed. The Recipient may make such disclosure without liability hereunder, provided that the Recipient gives the Discloser notice of the information to be disclosed as far in advance of its disclosure as is reasonably practicable.

6. Limited Warranties.

  1. By WEST. WEST warrants that: (i) no contractual obligations exist that would prevent WEST from entering into this Agreement; (ii) it has the requisite authority to execute, deliver, and perform its obligations under this Agreement; and (iii) it will perform its obligations under this Agreement in a professional and workmanlike manner in accordance with prevailing industry standards.

  2. By Client. Client represents and warrants that: (i) no contractual obligations exist that would prevent Client from entering into this Agreement; (ii) it has the requisite authority to execute, deliver, and perform its obligations under this Agreement; and (iii) it will comply with all applicable laws, rules and regulations relating to Client’s access to and use of the Services, and all obligations and restrictions hereunder.

  3. The warranties stated above and in the exhibits, if any, are limited warranties and are the only warranties made by the parties. WEST does not represent that the SERVICES meet Client’s requirements or that the operation of the SERVICES will be uninterrupted or error-free. Client acknowledges that it has independently evaluated the SERVICEs and their application to Client’s needs.

7. Disclaimer. WEST disclaims, and Client hereby expressly waives, all other representations, conditions, or warranties, express and implied, including warranties of merchantability, fitness for a particular purpose, NONINFRINGEMENT OF INTELLECTUAL PROPERTY OF THE SERVICES OR POLICIES and any arising from a course of dealing or usage or trade. The Services are intended to provide information to Client for its own internal business use, and does not constitute accounting, tax, or legal advice, nor are they intended to convey a thorough treatment of the subject matter OR GUARANTEE ANY RESULT. CLIENT ACKNOWLEDGES AND AGREES THAT THE SERVICES DO NOT CONSTITUTE CYBER RISK INSURANCE. The Services are provided “as-is” for informational purposes only. WEST does not provide any warranties of any kind regarding any information contained therein, and WEST shall not have any liability for any expense, liability, loss, or claim arising from reliance on the Services. Client and WEST acknowledge that at no time will WEST have access to Client’s computer systems, nor office locations, nor will WEST have any access to OR RESPONSIBILITY FOR any of Client’s consumer NPPI.


9. Indemnification. Client shall indemnify, hold harmless and defend WEST and its affiliates, and their respective officers, directors, agents, and employees, at Client’s expense, from and against any and all claims, demands, actions, costs (including attorneys’ fees and associated expenses), expenses, liabilities, judgments, causes of action, proceedings, suits, losses and damages of any nature, which are threatened or brought against (or are suffered or incurred by) WEST or any such person by any third party based upon (i) an actual or alleged breach of the representations or warranties or responsibilities of Client set forth herein; (ii) any dispute or alleged dispute between Client and its customers or regulators related to Client’s cybersecurity program or implementation thereof; and (iii) WEST’s actions and/or Services performed in accordance with or using any information provided by Client and relied on by WEST hereunder. Before entering into any settlement of such claim, Client shall be required to obtain the prior written approval of WEST, which shall not be unreasonably withheld, if pursuant to or as a result of such settlement, injunctive or other equitable relief would be imposed against WEST; and Client will not enter into any settlement of any such claim without the prior written consent of WEST unless Client agrees to be liable for any amounts to be paid to the third party pursuant to such settlement and is financially able to do so. Any failure by WEST to give timely, complete or accurate notice hereunder will not affect the rights or obligations of any party hereunder except and only to the extent that Client was materially damaged as a direct result of such failure to give timely notice hereunder or otherwise.

  1. General.

  1. Binding Agreement; Assignment. This Agreement is binding upon the parties, and their respective successors and permitted assigns. Neither this Agreement nor any interest may be sold, assigned, transferred, pledged, or otherwise disposed of by Client, whether pursuant to change of control, by operation of law or otherwise, without WEST’s prior written consent.

  2. Relationship of the Parties. WEST and Client expressly acknowledge that the relationship intended by them in regards to this Agreement is a business relationship based entirely on the express provisions of this Agreement and that no partnership, joint venture, agency, fiduciary or employment relationship is intended or created by reason of this Agreement. Neither party is the legal representative or agent of, nor has the power or right to obligate, direct or supervise the daily affairs of, the other party.

  3. Subcontractors. Client acknowledges and agrees that WEST may subcontract the Services in whole or in part to be performed hereunder by a subcontractor in WEST’s sole discretion and without additional notice to Client; provided that any such subcontractors shall be required to comply with applicable terms and conditions at least as restrictive as those set forth in this Agreement.

  4. Force Majeure. With the exception of Client’s payment obligations, neither party will be responsible for any delay, interruption or other failure to perform under this Agreement due to acts beyond the control of the responsible party, but only for so long as such conditions persist. Force majeure events include, but are not limited to: natural disasters (e.g., lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; activities of local exchange carriers, telephone carriers, Internet service providers, and other third parties; explosions and fires; embargoes, strikes, and labor disputes; governmental decrees; and any other cause beyond the reasonable control of a party.

  5. Notices. Any and all notices required under this Agreement shall be deemed duly given when delivered personally, sent electronically by email or sent by facsimile (each with receipt acknowledged), mailed by prepaid registered mail, or certified mail, return receipt requested, or delivered by a recognized commercial carrier addressed to the address last designated on the Order Form or such other address as designated in writing to the other party. If to WEST, all notices must also be sent to the address first listed on Order Form, Attn: General Counsel. All such notices shall be effective upon receipt.

  6. Recruitment of Employees. Client shall not, without WEST’s prior written consent, directly or indirectly, solicit for employment or hire any Restricted Employee (as defined herein) while such person is employed by WEST, or any of its Affiliates, and for the six (6) month period starting on the earlier of: (i) termination of such Restricted Employee’s employment with WEST, or its Affiliates, or (ii) termination or expiration of this Agreement. “Restricted Employee” means any former or current employee of WEST, or its Affiliates that Client became aware of or came into contact with during WEST’s performance of its obligations under this Agreement.

  7. Publicity. Client and WEST shall have the right to make general references about each other and the type of Services being provided hereunder to third parties, such as auditors, regulators, financial analysts, and prospective customers and agents, provided that in so doing Client or WEST does not breach the confidentiality obligations of this Agreement. Any press release relating to this Agreement requires the mutual written agreement of the parties, with such required to signed on behalf of WEST by its General Counsel or Chief Compliance Officer. Except as authorized herein, neither party will use the name, trademark, logo or other identifying marks of the other party or any of its Affiliates in any sales, marketing, or publicity activities, materials, or website display.

  1. Counterparts. This Agreement may be executed in one or more counterparts and by facsimile or electronic PDF signature or by clicking the “I agree” button, each of which shall be deemed an original but all of which, taken together, shall constitute one and the same instrument.

LAST REVISED June 12, 2020