Cybersecurity Product / Service Agreement
Effective Date: 03/12/2025
Table of Contents
1. Introduction
This Product/Service Agreement ("Agreement") is entered into between Elite Cyber LLC ("Elite Cyber"), a Delaware limited liability company, and the entity or individual ("Customer") purchasing managed security services from Elite Cyber. This Agreement outlines the specific service offerings, terms, and conditions related to Elite Cyber’s Managed Security Services.
By engaging Elite Cyber’s services, Customer agrees to comply with this Agreement. If Customer does not agree to the terms, they must discontinue service use.
2. Definitions
Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the General Terms and Conditions.
"Service" refers to the cybersecurity services provided by Elite Cyber, including Endpoint Detection & Response (EDR), Managed Detection & Response (MDR), Mobile Threat Defense (MTD), Email Security, DNS Security, Vulnerability Management & Patching, and Security Operations Center (SOC) support.
"Service Order" means the executed document specifying the services provided to the Customer.
"Estimated Availability Date" refers to the expected date the services will be made available to the Customer.
"Service Commencement Date" means the date the services are activated and billing begins.
"Elite Cyber Equipment" means any software, hardware, or security infrastructure provided as part of the services.
3. Service Orders & Provisioning
3.1 Service Orders
Customer shall place a Service Order for the services, which is subject to acceptance by Elite Cyber. Each Service Order will detail the services to be provided, associated terms, and applicable conditions.
3.2 Provisioning Interval
Following acceptance of a Service Order, Elite Cyber will notify the Customer of the Estimated Availability Date. While Elite Cyber will use reasonable efforts to meet this date, failure to provision by this date shall not constitute a breach of contract.
3.3 Service Commencement Date
Services will commence and billing will begin on the earliest of:
4. Termination & Termination Charges
4.1 Term of Agreement
This Agreement shall remain in effect from the Service Commencement Date and continue for twenty-four (24) months, unless otherwise specified in the Service Order Form.
4.2 Termination Conditions
By Customer: Customer may terminate services with thirty (30) days' written notice, subject to early termination fees as described below.
By Elite Cyber: Elite Cyber reserves the right to terminate this Agreement for cause, including:
Non-payment beyond sixty (60) days.
4.3 Termination Charges
If the Customer terminates before the contract period ends, the following termination fees apply:
100% of remaining monthly charges for months 1-12.
80% of remaining monthly charges for months 13-24.
100% of any unpaid non-recurring fees.
4.4 Additional Termination Rights
Elite Cyber may terminate or modify services if regulatory, licensing, or third-party provider changes impact service delivery.
5. Customer Responsibilities
6. Indemnification & Liability
6.1 Indemnification by Elite Cyber
Elite Cyber shall indemnify and hold harmless the Customer from:
6.2 Indemnification by Customer
Customer shall indemnify and hold harmless Elite Cyber from:
6.3 Limitation of Liability
Elite Cyber shall not be liable for indirect, consequential, or incidental damages. Maximum liability is capped at the total fees paid by the Customer in the past three (3) months.
7. Technical Specifications & Service Level Objectives
7.1 Security Operations Center (SOC) Support
7.2 Response Time Expectations
Critical Threats: Response within 1 hour.
High-Priority Alerts: Response within 4 hours.
Standard Security Events: Response within 8 hours.
7.3 Optional Service Add-Ons
8. No Guarantee of Security & Limitation of Risk
8.1 Acknowledgment of Evolving Threats
Customer acknowledges that cybersecurity threats continuously evolve, and no security solution, including those provided by Elite Cyber, can guarantee complete protection against all cyber threats, data breaches, or unauthorized access. While Elite Cyber employs industry-leading security technologies, methodologies, and best practices, the effectiveness of any cybersecurity measure depends on multiple factors, including but not limited to Customer’s security policies, user behavior, and compliance with recommended security measures.
8.2 No Warranty of Absolute Security
Elite Cyber expressly disclaims any warranties, express or implied, that its services will detect, prevent, mitigate, or respond to all security threats, malware, unauthorized access, or breaches. Customer understands and agrees that cybersecurity risks cannot be completely eliminated, and Elite Cyber does not warrant that the services will be uninterrupted, error-free, or completely secure.
8.3 Customer Responsibilities & Shared Security Model
To enhance security effectiveness, Customer agrees to:
Implement and enforce recommended security policies, such as Multi-Factor Authentication (MFA), password policies, and endpoint security protocols.
Ensure timely application of software patches and updates for its infrastructure.
Restrict unauthorized user access to sensitive systems and applications.
8.4 Limitation of Liability for Security Breaches
Elite Cyber shall not be liable for damages, losses, or liabilities arising from any cyber incident, security breach, or system compromise unless caused by Elite Cyber’s gross negligence or willful misconduct.
In any event, Elite Cyber’s total liability for any claim arising from a security breach shall not exceed the total amount paid by Customer in the past six (6) months under this Agreement.
Customer further agrees that Elite Cyber is not responsible for security incidents caused by Customer’s failure to comply with security best practices or unauthorized modifications to security settings.
9. Intellectual Property Ownership & Use
9.1 Elite Cyber’s Ownership of Security Tools & Configurations
Elite Cyber retains all rights, title, and interest in any custom security configurations, methodologies, security rules, scripts, policies, and security analytics developed or deployed as part of the Managed Security Services.
These assets are licensed to Customer solely for use during the term of this Agreement and do not transfer ownership to the Customer.
9.2 Customer Data & Intellectual Property
Customer retains full ownership of its business data, files, logs, and proprietary assets that reside within its own IT infrastructure.
Elite Cyber shall not claim ownership over any Customer-owned intellectual property.
Customer grants Elite Cyber a limited, non-exclusive, revocable license to access and process Customer’s data solely for the purpose of providing the agreed-upon Managed Security Services.
9.3 Survival of IP Rights Upon Termination
Upon termination of this Agreement:
Elite Cyber retains ownership of all security configurations, policies, and methodologies developed during service delivery.
Customer must cease use of any proprietary tools, scripts, or configurations provided by Elite Cyber, except for those explicitly licensed or transferred under a separate written agreement.
If Customer requests a copy of logs, reports, or security findings, Elite Cyber may provide such data, subject to standard retrieval fees and security policies.
9.4 No Transfer of Software or Vendor Licensing
Any third-party security software, tools, or hardware deployed as part of the Services remain the property of their respective vendors.
Customer acknowledges that any software or services provided by third-party vendors (e.g., SentinelOne, Avanan, Cisco Umbrella, NinjaOne) are subject to their own licensing terms and may require separate agreements.
10. Use of Customer Data & Security
10.1 Customer Data Collection
Elite Cyber collects and analyzes telemetry, security logs, and metadata necessary for providing cybersecurity services.
10.2 Data Security & Protection
Elite Cyber employs encryption, multi-factor authentication, and network segmentation to safeguard Customer data but does not guarantee that security breaches will not occur.
11. Governing Law & Dispute Resolution
11.1 Governing Law
This Agreement is governed by the laws of Delaware without regard to conflict of law principles.
11.2 Dispute Resolution
Any dispute arising from this Agreement shall be resolved through binding arbitration in Dover, DE in accordance with AAA (American Arbitration Association) rules.
12. Acceptance & Contact Information
By using Elite Cyber’s services, Customer acknowledges and agrees to the terms of this Agreement. For inquiries, please contact: