Professional cybersecurity services agreement, governed by the laws of the State of New York.
These Terms and Conditions ("Terms") constitute a legally binding agreement between ExodusSec ("ExodusSec," "we," "us," or "our") and the client ("Client," "you," or "your") for the provision of cybersecurity and penetration testing services.
By engaging our services, submitting a service request, or executing a Statement of Work (SOW), you acknowledge that you have read, understood, and agree to be bound by these Terms, along with our Privacy Policy. These Terms are governed by the laws of the State of New York, without regard to its conflict of laws principles.
ExodusSec provides professional cybersecurity services including, but not limited to:
All services will be performed in accordance with a mutually agreed Statement of Work (SOW) that defines the specific scope, methodology, timeline, deliverables, and fees. The SOW forms an integral part of these Terms and takes precedence in case of any conflict regarding service-specific details.
Our services are conducted in accordance with industry best practices, including but not limited to:
The Client warrants and represents that:
The Client agrees to:
Prior to commencement of testing, the Client must:
While ExodusSec applies industry-leading techniques and expertise, we do not guarantee that all vulnerabilities will be discovered. Penetration testing represents a point-in-time assessment and cannot identify all possible security weaknesses. The absence of findings does not guarantee the security of systems.
Our testing is constrained by:
While we take precautions to minimize disruption, penetration testing may cause service interruptions, system instability, or data loss. ExodusSec is not liable for any such disruptions that occur as a natural consequence of authorized testing activities conducted in accordance with the agreed scope and methodology.
To the maximum extent permitted by New York law, ExodusSec's total liability for any claims arising from or related to our services shall not exceed the fees paid by the Client for the specific engagement giving rise to the claim. This limitation applies regardless of the form of action, whether in contract, tort (including negligence), or otherwise.
Both parties acknowledge that they may have access to confidential information during the engagement. "Confidential Information" includes, but is not limited to:
Each party agrees to:
Confidentiality obligations do not apply to information that:
Confidentiality obligations shall remain in effect for a period of five (5) years from the date of disclosure or completion of services, whichever is later, unless otherwise specified in writing.
Upon full payment, the Client owns all reports, findings, and deliverables specifically created for them under the engagement. This includes penetration testing reports, vulnerability assessments, and remediation recommendations.
ExodusSec retains all rights, title, and interest in:
The Client may not:
ExodusSec may use anonymized, aggregated data derived from engagements for research, training, and service improvement purposes, provided such use does not identify the Client or compromise confidentiality.
All fees are specified in the Statement of Work and are quoted in United States Dollars (USD) unless otherwise stated. Fees may be structured as:
Unless otherwise agreed in writing:
Late payments may incur:
Reasonable out-of-pocket expenses (travel, accommodation, etc.) will be invoiced at cost plus 10% unless otherwise agreed. Pre-approval will be sought for expenses exceeding $500.
Penetration testing reports typically include:
Draft reports will be delivered within the timeframe specified in the SOW (typically 10–15 business days after testing completion). Final reports incorporating Client feedback will be provided within 5 business days of receiving comments.
Reports are confidential and intended solely for the Client's use. Reports should not be distributed to third parties without ExodusSec's prior written consent, except as required for:
Re-testing services to verify remediation may be available at a reduced rate or included in the original engagement as specified in the SOW.
ExodusSec maintains professional liability (errors & omissions) insurance coverage appropriate for the services provided. Details of coverage limits are available upon request.
To the maximum extent permitted by New York law:
The Client agrees to indemnify and hold ExodusSec harmless from claims arising from:
Nothing in these Terms excludes, restricts, or modifies any rights or remedies conferred by New York General Business Law Article 22-A or other applicable New York consumer protection legislation that cannot be excluded, restricted, or modified by agreement.
The Client may terminate services with written notice. Upon termination:
ExodusSec may terminate services if:
Upon termination, all confidentiality obligations remain in effect, and both parties must return or destroy Confidential Information as requested.
ExodusSec implements industry-standard security controls to protect Client data:
Our services and operations are designed to support Client compliance with relevant New York and federal requirements, including where applicable:
If ExodusSec discovers a data breach affecting the Client during testing, we will immediately notify designated contacts as per the escalation procedures outlined in the SOW, consistent with New York's breach notification timelines.
In the event of any dispute, the parties agree to first attempt resolution through good faith negotiations between senior representatives within 30 days of written notice.
If negotiation fails, disputes will be referred to mediation administered by a New York-based ADR provider (such as JAMS or the American Arbitration Association, New York office) before commencing legal proceedings.
These Terms are governed by the laws of the State of New York, without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York, for the resolution of any disputes arising from or relating to these Terms.
Each party bears its own costs for dispute resolution unless otherwise ordered by a court or tribunal.
ExodusSec is an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship.
The Client may not assign or transfer rights under these Terms without ExodusSec's prior written consent. ExodusSec may assign these Terms to a successor entity in connection with a merger or acquisition.
ExodusSec may engage qualified subcontractors to perform services, provided they are bound by confidentiality obligations equivalent to those herein.
Neither party is liable for delays or failures in performance resulting from circumstances beyond reasonable control, including natural disasters, war, terrorism, pandemics, or government actions.
If any provision of these Terms is found invalid or unenforceable under New York law, the remaining provisions continue in full force and effect.
These Terms, together with the SOW and any incorporated documents, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements.
These Terms may only be amended by written agreement signed by authorized representatives of both parties. ExodusSec may update these Terms from time to time; material changes will be communicated to active clients.
All notices must be in writing and delivered via email to the addresses specified in the SOW or these Terms. Notices are deemed received when acknowledgment of receipt is confirmed.
Failure to enforce any provision does not constitute a waiver of that provision or any other provision.
ExodusSec adheres to strict ethical guidelines and will not:
Clients must use reports and findings responsibly and ethically. Reports must not be:
For questions regarding these Terms & Conditions or to discuss a service engagement, please contact:
ExodusSec
350 Fifth Avenue, Suite 4200, New York, NY 10118
Email: support@exodussec.com
ExodusSec is committed to delivering the highest quality cybersecurity services in accordance with New York and federal standards. We operate with integrity, professionalism, and a commitment to protecting our clients' interests while maintaining ethical practices in the security industry.
Our team is happy to walk through any part of this agreement before you sign a Statement of Work.
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