The Seventh Wall Ransomware Resilience Warranty (“Warranty Agreement”) describes the terms and conditions for the provision of a Ransomware Warranty (“Warranty”) granted from Integrity and Technology, LLC (“Seventh Wall”), to the Seventh Wall customer (“Company”) who subscribes to Seventh Wall’s tools and solutions (“Solutions”) under the Seventh Wall Terms of Service(“Terms”). This Warranty Agreement governs the Warranty provided that such Warranty is stated in a signed quote or purchase order among Seventh Wall and the Company, in each case where approved by Seventh Wall (collectively, “PO”). After the PO is executed by both parties, the Warranty shall be effective 90 days after Seventh Wall has mitigated all identified security risks (“Effective Date”). The 90-day probationary period will not begin until Seventh Wall has stated in writing or email that “All identified security risks have been mitigated”. The Warranty shall remain in effect for the term of the Warranty stated in such PO and so long as the Company subscribes to the Solutions in accordance with the Terms and uses the Solutions in compliance with the terms of this Warranty Agreement. Including, without limitation, the Solutions configuration. (“Warranty Term”).
The Company represents that the individual signing the PO for the Company is duly authorized by the Company to enter into the PO and accept the Warranty under this Warranty Agreement as part of the Company’s subscription to the Solutions. Capitalized terms shall have the meaning assigned to such terms where defined in this Warranty Agreement, and capital terms used but not defined in this Warranty Agreement shall have the meaning assigned to such terms in the Terms.
Subject to the terms and conditions described herein and the Terms, the parties to agree as follows:
Specifics of the Warranty
1. Warranty. During the Warranty Term, so long as the Company also subscribes to the Solutions in compliance with the Terms, the Company’s Endpoints protected by Solutions will be screened for any Ransomware. The Warranty granted herein shall apply to all such Endpoints provided that:
1a. The Solutions are deployed to all Endpoints in accordance with the Documentation and all Endpoints are currently active and properly configured;
1b.. Only Files that are on (i) Seventh Wall managed backed up Endpoints or (ii) saved in Seventh Wall managed backed up instances of Microsoft 365 or Google Workspace are covered under this Warranty;
1c. All Endpoints of the Company have the following required configurations:
1d. Multi-Factor Authentication is enabled and in use for all users and all providers holding company data and/or Intellectual Property (“IP”) and/or Personally Identifiable Information (“PII”) and/or other sensitive information. Including, but not limited to Google Workspace, Microsoft 365, QuickBooks, etc.[DB1]
1e. Seventh Wall is given full admin access to your Microsoft 365 and/or Google Workspace instance and has added the backup process to these cloud storage systems and this process has been allowed to run successfully.
1f. Operating systems follow the requirements below:
1g. The Company adheres to the following manual actions post infection (i.e., upon discovery of Ransomware):
2. Benefits of the Warranty. Subject to the terms of this Warranty Agreement, including the specific requirements of Section 1above, in case of a successful ransomware attack on one or more of the Company Endpoints covered by the Warranty, as shown in Seventh Wall’s logs and other records (a “Breach”), Seventh Wall will provide at no cost up to $3,600 in labor to repair and recover business data backed up by the Seventh Wall managed backup agent and functionality per Endpoint affected by a Breach, and further capped at the total listed on the specific plan chosen by the Company ($2,000,000USD or $1,000,000 USD) in labor aggregate for all Endpoints. Seventh Wall’s Incident Response labor rate is $300/hour.
3. Condition Precedent to Warranty Labor Coverage. Seventh Wall shall only provide the remedy for the Breach of the Warranty as described above if (i) the Ransomware attack has occurred, is discovered by the Company and reported to Seventh Wall during the Warranty Term and Company’s subscription to the Solutions under the Terms; (ii) Company’s Endpoints and the Solutions are configured in accordance with Section 1 above;(iii) the Company demands in writing to recover for damages caused by the Breach.
4. Exclusions: The Warranty shall not apply to a Breach caused primarily by (i) any deployment, configuration and/or use of the Solutions (or a portion thereof), for any or no reason, in a manner inconsistent with the Documentation or the requirements of Section 1 herein;(ii) Company’s negligence or misconduct; or (iii) other products and/or services which directly or indirectly cause the malfunction or non-performance of the Solutions with respect to the subject Ransomware. Furthermore, if Seventh Wall identifies a security risk in the Company and request authorization and/or funds to repair, replace or mitigate the issue, but are not given authorization and sufficient funds to fully mitigate the security risk, then the Company forfeits the benefits of this Warranty if a Breach results. Also, any Endpoint, infrastructure, software, local data set, cloud data set, or other system component exists that Seventh Wall is not made aware of, and which when unprotected by the Solutions causes a Breach, then this Warranty is void as to that incident. This Warranty only applies to systems and system tools or components managed by the Seventh Wall team and tools. As an example of a system tool not managed by Seventh Wall rendering the Warranty inapplicable is the use of Salesforce to store data, and which when breached through a Ransomware attack causes loss of Company data in Salesforce, this Warranty does not cover any costs, labor or other, associated with losses of Salesforce data or lack of Salesforce usability.
5. Disclaimer. Except for the limited warranty provided in the Specific Ransomware Warranty section of this Warranty Agreement, THE SEVENTH WALL SOLUTIONS ARE PROVIDED AS IS. SEVENTH WALL DISCLAIMSALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY OR OTHERWISE. TOTHE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SEVENTH WALL DISCLAIMS ALLIMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,AND NONINFRINGMENT WITH RESPECT TO THE SEVENTH WALL SOLUTIONS. THERE IS NOWARRANTY THAT THE SEVENTH WALL SOLUTIONS WILL BE ERROR FREE, OR WILL OPERATEWITHOUT INTERRUPTION OR WILL FULFILL ANY OF CUSTOMER’S PARTICULAR PURPOSES ORNEEDS. SEVENTH WALL SOLUTIONS ARE NOT FOR USE ON ENDPOINTS, OR ANY APPLICATIONOR INSTALLATION WHERE FAILURE COULD RESULT IN DEATH, SEVERE PHYSICAL INJURY, ORPROPERTY DAMAGE. CUSTOMER AGREES THAT IT IS CUSTOMER’S RESPONSIBILITY TO ENSURESAFE USE OF SEVENTH WALL SOLUTIONS ON ENDPOINTS INTERFACING WITH SUCHAPPLICATIONS AND SYSTEMS. NO EMPLOYEE OR REPRESENTATIVE OF SEVENTH WALL ISAUTHORIZED TO CHANGE THESE WARRANTIES IN ANY WAY OR GRANT ANY OTHER ORADDITIONAL WARRANTY. IN NO EVENT OR CIRCUMSTANCE WHATSOEVER SHALL SEVENTH WALLBE LIABLE (UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STATUTE, TORT OROTHERWISE) FOR ANY LOST PROFITS, LOST BUSINESS OPPORTUNITIES, BUSINESSINTERRUPTION, LOST DATA, DATA RESTORATION, OR SPECIAL, INCIDENTAL,CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY TYPE OR NATURE EVEN IF SEVENTH WALLHAS REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES. SEVENTH WALL’S TOTALLIABILITY ARISING OUT OF OR IN ANY WAY RELATED TO THE PRODUCTS, WHETHER BASEDIN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND/OR GROSS NEGLIGENCE),STRICT LIABILITY, OR ANY OTHER CAUSE OF ACTION, SHALL IN NO EVENT EXCEED THEBENEFITS DEFINED IN SECTION 2. THISWARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARYFROM STATE TO STATE AND COUNTRY TO COUNTRY.
6. Definitions. The capitalized terms below shall have the following meaning:
6a. “Breach” means the unauthorized access to at least one Company Endpoint in the form of Ransomware which has caused material harm to the Company, whereby “material harm” must include at least one of the following: (i) the unauthorized acquisition of unencrypted digital data that compromises the security, confidentiality, or integrity of personal information or confidential information maintained by the Company; (ii) public disclosure of personal information or confidential information maintained by the Company; or (iii) the compromise of at least one Company Endpoint resulting the blocking of access to such Endpoint.
6b. “Ransomware” means a malware software program that infects Company's systems from external sources (i.e., in the wild), which installs, persists, and encrypts a large portion of files at the operating system level, and continuing to demand payment (the "Ransom") in order to decrypt the encrypted files. For clarification, Ransomware does not include any malware introduced by the Company or any authorized 3rdparty, such as a vendor, that was given access to the Company's internal systems, whether intentionally (i.e., malware testing) or through a breach in the system's security.
6c. “Endpoint” shall mean any computing device with a Microsoft Windows or Mac operating system, whether desktop, laptop or tablet.
7. Other Terms and Conditions. Any other terms and conditions of the Terms shall be unaffected by this Warranty Agreement, except as expressly stated in the Terms. In case of any conflict between the terms of this Warranty Agreement and the terms and conditions within the Terms relating to the Warranty, the terms and conditions within this Warranty Agreement shall prevail.
8. Changes to this Warranty. Seventh Wall reserves the right to amend this Warranty at any time. Seventh Wall will notify any changes to this Warranty by posting the updated Warranty to the seventhwall[dot]com website.
9. Miscellaneous. This Warranty Agreement represents the complete agreement between the parties concerning the Warranty granted hereunder and supersedes any and all prior agreements or representations between the parties. Seventh Wall may revise the terms of this Warranty Agreement from time to time in its reasonable discretion, provided that such revisions shall not reduce or eliminate the labor remedy described in Section 2herein. To the extent that Seventh Wall provides no-cost labor to the Company under the Warranty, Company agrees that Seventh Wall shall acquire a subrogation right to assert a claim against the hacker who delivered the Ransomware to Company and caused damages for which Seventh Wall incurred Warranty costs, and Company further agrees to assist Seventh Wall should it decide to assert a claim against such hacker. If any provision of this Warranty Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Warranty Agreement is governed by and construed in accordance with the substantive laws of Virginia[DB3] ,irrespective of its choice of law principles, and the competent courts in Albemarle County, Virginia shall have sole and exclusive jurisdiction over every dispute arising from, or in connection with this Warranty Agreement.