Terms of Use
Elite Security Network Usage

Last Updated: March 4, 2018

  1. Welcome to our Network & Connection Hub

Elite Security Network located at www.elitesecuritynet.com (the “Site”) is a collection of user-specific portals, database, and web services (collectively referred to as “the Service”) that connects cybersecurity and privacy professionals with organizations that need their services for the purpose of improving their cybersecurity and data privacy position. Participants on the Service include customer organizations and partner organizations representing the “demand” side of the network (collectively referred to as “the Customers”), and service provider agencies and individual experts on the “supply” side of the network (collectively referred to as “the Providers”). These participants use the Service to perform key functions that allow them to connect, collaborate, and contribute to our overall purpose and goal statement. As a working body, these 4 participant types (collectively referred to as “the Community”) pool efforts to achieve results.

  1. Our Common Goal

By allowing its participants to connect through a closed platform, Elite Security Network establishes, continually builds upon, and maintains the trust of the Community. Cybersecurity & Data Privacy both lean heavily on the element of trust. Agencies and individuals who perform work for these functions normally attest to a code of ethics and must use extensive discretion due to the subject nature of their work. Elite Security Network provides a platform for these individuals and companies to find projects and jobs that fit what they offer the marketplace. When different participants connect and perform work on the network, it is known as an “Engagement”. Customers and Providers must adhere to the following Terms of Use during Engagements in order to build trust for other participants of the Community. Elite Security Network collects data to help establish a system built on trust, provides various checks and balances, and allows its Community to improve the state of cybersecurity and data privacy as a combined working body.

  1. These Terms of Use Form a Contract

By using the Service, you electronically agree that the Terms presented here will govern your use of the Service. Please review these Terms of Use carefully and do not use the Service if you do not agree to the Terms of Use as it constitutes a legally binding contract between you and Elite Security Network. By using the Service, you consent to these Terms of Use and our Privacy Policy (Link). Our Terms of Use and Privacy Policy may be updated periodically and we will notify you of updates electronically. Your continued use of the Site and Services will constitute your acceptance of amendments to these Terms of Use. Content found on the site, as well as the Service, is licensed to you and protected through copyright and trademark protection. You should not use the Elite Service if you have binding contracts with other partners with whom the use of the Elite Service would constitute a conflict of interest or potential breach of contract. You are granted permission to use the Content and Service only in accordance with the Terms of Use.

  1. Rules for Service Usage
  • Legal age. You must be 18 years of age or older to use the service
  • No Guarantee of Employment. Your use of the Service is at your sole risk and is provided “as is”. Elite Security Network provides no guarantee of a binding contract for employment (for individual experts) or projects (for service provider agencies) by your use of the Service. Elite Security Network presents potential opportunities for its Providers to be considered if their profiles line up with a given job or project description, but it is ultimately up to the Customers to select a final agency or expert for their specific business purpose. Elite Security Network provides no guarantees or in any form warrants the accuracy, completeness, timeliness, or authenticity of the services rendered by our service provider agencies or experts. Elite Security Network requires that service provider agencies provide a baseline description of their core capabilities, the number of years they have performed services for the relevant disciplines of security and/or privacy, and other proactive validation activities (such as whether a service provider agency has performed background checks on their employees). This validation occurs as part of the service provider agency profile creation and we do not connect any agency with a Customer if they do not verify these statements. These initial validations help build a foundation of trust, but it is the responsibility of the Customer to ensure any additional and further validation of their chosen Provider’s credentials and/or background is done prior to commencing any Engagement.
  • Void Where Prohibited. Although the Website is accessible worldwide, the Service is not currently intended for use outside of the United States. We make no representations or warranties that the Service and Content found on the website is appropriate for locations outside of the United States. Those who choose to access the Service from other locations do so at their own risk and are responsible for complying with local laws.
  • Elite Account and Participant Profile. You are required to create and maintain an Elite connection profile and user account (together, the “Account”) for your respective participant type and maintain your connection profile with information that most accurately reflects your current service offerings and business needs (your “Profile Data”). All Accounts must be created and maintained by humans and not by any automated means or methods (e.g. bots). This Account is linked to the primary email you used when your connection profile was submitted for network participation. Experts should not share their account information with other individuals and keep their password confidential. If an individual expert feels that their account has been compromised, they should notify Elite as soon as possible. Customer Organizations, Partner Firms, and Service Provider Agencies have one primary “account” designated for their entire organization (the Admin). If the primary person responsible for the management of said account leaves the company or changes roles, the organization is responsible for contacting Elite to notify us of the change in primary contact and the new email to be associated to the admin account.
  • Elite Dashboard and Encryption of Data. In order to access all core functions of the Service, you will perform activity through a dashboard or “signed-in experience” (the “Dashboard”) designated for your specific participant type. All functions must be performed by humans and not by any automated means or methods (e.g. bots). The Website and web services are encrypted via industry standard SSL, and you authenticate with a user ID and password for access to the Dashboard and its functions. Except for the creation of your connection profile, which triggers the creation of your Account, all subsequent data collection for the Service takes place while logged into Your Dashboard. You understand that the technical processing and transmission of the Website, including Your Content, may be transferred unencrypted once it has left Elite’s Network and may involve transmissions over various networks that require changes to conform and adapt to those technical requirements of connecting networks or devices. You assume all risk for transmission of Your Information.
  • Separate Contract Between Connected Parties.– Engagements between Customers and Providers are initiated through the Elite website, yet a separate contractual relationship must be formed between the Customer and Provider who is ultimately chosen to perform their work request. This separate contract must be signed prior to beginning any Engagement. This contract details the overall activity to be completed by the Provider during the course of desired project or managed service, any milestones to be achieved, and any performance indicators to be reported on by both parties. Elite is not a party to this contract, and assumes no responsibility for any content or requirements defined by either Provider or Customer. Any subsequent work outside of the scope of the project defined in this separate contract is between the Customer and Provider, and no connection fee for subsequent services are owed to Elite by either party. This includes any future project or service offering defined in a yet-to-be-signed contract between the parties; or any work performed by the service provider agency for a managed service after the first year of services rendered on the contract for which the parties were connected by Elite.
  • No Circumvention. You will not try to circumvent Elite in its role as matchmaker for the Service or deceptively try to gain unfair advantage over Elite Security Network, LLC, when using the Service. This includes, but is not limited to, the following acts or practices:
  • Customer organizations trying to work “side deals” in order to reduce the total amount owed by their chosen Service Provider agency to Elite for its connection fee.
  • Service providers providing services at lower rates than they typically offer so that the Customer Organization can pay Elite’s connection fee on their behalf, or to pay a reduced connection fee overall.
  • Customer Organizations stating they did not select any of the suggested Providers from Elite’s network for a submitted engagement yet going directly to a Provider after receiving their contact details from Elite to arrange for their project’s work to be done.
  • Additional scenarios involving collusion between connected parties to eliminate or reduce Elite’s connection fee or role in any way.

This extends to Elite having trust in the parties it is connecting on its network and their use of the Service. We expect all participants to exercise ethical behavior when using the platform in order to achieve our common goal of reducing cybersecurity risks as a working body. We want to build a network where all parties benefit, including Elite, in order for the platform to grow and thrive.

  • Invoices Paid on Time. You will pay your invoices due to Elite Security Network for its Agency Finder and Expert Finder service offerings on time. Invoices are due upon receipt and if not paid within 5 business days of receipt will incur a late fee of $25 and temporary suspension of your Elite Account. Several infractions may result in loss of Service privileges.
  • Data Capture. The core elements of our platform (targeted profile data, collaboration across multiple Engagements, and Participant feedback & testimonials) help drive the platform to achieve macro level results for its Community. Participants must submit data at different times during the engagement cycle in order for these results to be fully realized. This data helps future participants of the platform perform a variety of functions. It is not optional to provide data for your engagements. Not all data is required for each type of data submission (such as expert profile creation, where only a minimum amount of personal data is required to create an Account), but all required data must be submitted.
  • Feedback & Testimonials. Engagement feedback and testimonials provided by Customers should capture and reflect an honest assessment of how Providers performed during the Engagement. Providers have the opportunity to refute (via formal rebuttal) any egregious or erroneous feedback data provided by a Customer, which will be part of the feedback record made available to future Customers who consider hiring that Provider. Feedback mechanisms are primarily objective, but with any feedback system, some subjectivity is involved. Elite is not responsible or accountable for any feedback received or submitted by its participants for any reputational damage a participant feels they have incurred as a result of the feedback and testimonial process of the Service. Elite may, but has no obligation to, remove any information or content provided by any Participant that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Use. You agree not to post any such content or information on the Service.
  • New Features and Functions. Because Elite’s network and platform functions are shaped using feedback from the Community, we may add new features and improve current functions based on this feedback. Unless explicitly stated otherwise, any new features or enhancements to existing features shall be subject to these Terms of Use.
  1. Elite grants you a personal, non-exclusive, non-transferable, non-assignable, limited and revocable right and license to access and use the Service subject to these Terms of Use. You may not use the Service in a manner that exceeds the rights granted for your use of the Service and its content including Profile Data, which includes unauthorized copying or distribution of the content or creating an unauthorized derivative work. You may access, transfer or use the Service on such software, personal computers and/or devices as authorized by us and verified by us or our content delivery providers. You may not circumvent any mechanisms for preventing the unauthorized reproduction or distribution of the content or the Service. Your license terminates immediately upon cancellation or termination of your Service or if we believe you are in violation of these Terms of Use.
  2. No Liability for Third Parties Connections Through the Service. Any and all of your business dealings with parties including, without limitation, our affiliates, members, and third-party service providers and experts, are solely between you and those third parties. You agree that Elite is not responsible or liable in any way for any loss or damage of any sort incurred as the result of any such dealings or the acts or omissions of any such other parties.
  3. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ELITE SECURITY NETWORK OR ANY OF ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES AND AGENTS, BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) THE OUTCOME OF ANY LEGAL ENGAGEMENT ON THE SERVICE; (B) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES OR SOFTWARE; (C) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY RELATING TO THE SERVICES OR SOFTWARE; OR (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF CONTENT ON THE SERVICE.

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF ELITE SECURITY NETWORK, AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM ARISING OUT OF OR RELATING IN ANY MANNER TO THE USE OF THE SERVICES OR SOFTWARE, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES, IF ANY, TO WHICH SUCH CLAIM RELATES IN THE 12 MONTH PERIOD PRECEDING THE FILING OF SUCH CLAIM.

  1. Indemnification

You will release, indemnify, defend, and hold harmless Elite Security Network and any of its parents, affiliates, officers, directors, employees, agents, partners, licensors, and assigns from all liabilities, claims, damages, costs, and expenses, including reasonable attorneys’ fees and expenses, of third parties relating to or arising out of: (1) these Terms or the breach of Your warranties, representations and obligations under these Terms; (2) Your use of the Service, including any User Content you post, store, or otherwise transmit on or through the Service; (3) Your use of Elite’s data or any User Content; (4) any use of Your Account, whether or not such use was authorized by You; (5) any intellectual property or other proprietary right of any person or entity; (6) Your violation of any of the provisions of these Terms; (7) any action taken by Elite as part of its investigation of a suspected violation of this Terms or as a result of Elite’s determination that a violation of this Terms has occurred; (8) any information or data You supplied to Elite, including, without limitation, any incorrect information in Your profile data; or (9) Your violation of any rights of a third party.

When Elite is threatened with suit or sued by a third party, Elite may seek written assurances from You concerning Your promise to indemnify Elite; Your failure to provide those assurances may be considered by Elite to be a material breach of these Terms. Elite will have the right to participate in any defense by You of a third-party claim related to Your use of any of the Service, with counsel of Elite’s choice at its expense. Elite will reasonably cooperate in any defense by You of a third-party claim at Your request and expense. You will have sole responsibility to defend Elite against any claim, but You must receive Elite’s prior written consent regarding any related settlement.

  1. Restrictions on Use
    • Permitted Use. You agree to use the Service only for purposes permitted by these Terms and any applicable law or regulation.
    • Compliance With Laws, Regulations and Requirements. You will not use the Service for illegal purposes (allow, enable, or otherwise support the transmission by e-mail, telephone, postal mail, facsimile or other means of mass unsolicited, commercial advertising or solicitations) but will abide by and comply with all applicable local, state, national, and international laws and regulations in Your use of the Service (including laws regarding the transmission of technical data exported from the United States).
    • Non-Interference. You will not interfere with or disrupt (1) the use and enjoyment of the Service by other users; or (2) the Service, including servers or networks connected to the Service (including, without limitation, any attempt to gain unauthorized access to other computer systems or networks connected to the Service).
    • No Unauthorized Automated Access. You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Service, or to in any way reproduce or circumvent the navigational structure or presentation of the Service, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service.
    • No Resale. You may not resell, rent, trade, or copy the Service, Profile Data, the use of or access to the Service, or any portion thereof, except as otherwise agreed in writing between You and Elite.
    • Information and Access Not Guaranteed. You acknowledge that the Service, and any information available through the Service, including Profile Data, may not always be available, complete, or accurate, and that the Service may not always satisfy Your anticipated or required level of performance. Further, You understand and acknowledge that despite the exercise of commercially reasonable efforts on the part of Elite, some of the information available through the Service, including Profile Data, may be inaccurate, incomplete, or become unavailable, or may be different in scope or content from information available from other Elite services. Under no circumstances shall Elite be liable for Your reliance on the accuracy of any Profile Data accessed via the Service.
    • No Reverse Engineering. You may not (and will not allow any third party to) reverse engineer, decompile, disassemble, or otherwise attempt to discover any source code, object code or underlying structure, ideas or algorithms of the Service or any software, documentation or data related to or provided with the Service.
    • No Derivative Works. Except as expressly authorized by Elite, You agree not to copy, modify, rent, lease, loan, sell, distribute, or create derivative works based, in whole or in part, on the Service or Profile Data. No portion of the Service may be reproduced in any form or by any means, except as expressly permitted in these Terms.
    • No Modification or Circumvention. You agree not to modify the Service in any manner or form, or to use modified versions of the Service, including (without limitation) for the purpose of obtaining unauthorized access to the Service or Profile Data. You agree not to access the Service by any means other than through an interface provided by Elite for use in accessing the Service. You may not knowingly use or access the Service to create, improve, verify, or support (directly or indirectly) a product or service competitive to the Service.
    • No Harvesting of Network Contacts. You will only use personal data on the network for its intended use. You will not try to “harvest” the personally identifiable information (PII) of individual experts or primary contacts from other organizations on the network at any point during your use of the Service. You will not solicit any users of the Service for any purposes other than for those functions performed on Elite’s network for which you are specifically connected (Engagements and Renewals with those parties who have already had a preliminary engagement). You will not use the Service to communicate with other users for any purpose other than those functions found in your respective participant dashboard.
  2. Notices and Announcements. You authorize Elite to notify You of information that Elite deems may be of potential interest to You. Notices and announcements may include commercial emails and other notices describing changes, upgrades, new products and services, or other information. All notices must be sent either in writing (including email, but only to the extent expressly provided herein). All written notices to Elite shall be delivered to Elite LLC, Attention: Legal, Elite Security Network, LLC, [10827 NE 68th Street, Suite E, Kirkland, WA, 98033]. All notices to You may be delivered to Your mailing address or email address as provided in Your account information (as provided and maintained by You pursuant to these Terms). Elite may also provide notices of changes to these Terms or any other matter by displaying notices to You generally on the Elite website.
  3. General Provisions
    • Entire Agreement. These Terms constitute the entire agreement between Elite and You with respect to the Service. No prior or contemporaneous written, oral, or electronic representation form a part of these Terms, and these Terms supersede all prior and contemporaneous electronic, oral, and written agreements, negotiations, and representations between Elite and You relating to the subject matter of this Terms; provided that, where applicable, these Terms also include (1) the API Terms; (2) any Enterprise Quote; or (3) any other writing signed by both You and Elite.
    • Amendments in Writing. No amendment, modification, or supplement to the Terms will be effective unless it is in writing and signed by authorized representatives of both Elite and You.
    • No Assignment. Your obligations under this Agreement are personal. Without Elite’ express written consent, You cannot assign any rights or delegate any duties under these Terms. Any purported assignment or delegation in violation of this section is void.
    • Enterprise Customers–Successor and Related Entities. These Terms are binding on any corporation, partnership, limited liability company, joint venture or other legal entity that an Enterprise Customer owns in whole or part, or which owns any interest in Enterprise Customer, or which is commonly owned or controlled in whole or part with Enterprise Customer, including any successor entity resulting from a merger with or acquisition of Enterprise Customer.
    • No Third-Party Beneficiaries. These Terms are not intended to, and will not be construed to, provide any rights, remedies, or benefits to or for any person or entity not a party to this Terms.
    • Effect of Waiver. The failure of either Elite or You at any time to enforce any right or remedy under these Terms with respect to any breach or failure by the other party will not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other party.
    • Arbitration. Any controversy or claim arising out of or relating to these Terms, or the breach thereof, or Your access to or use of the Service shall be resolved exclusively by arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA. You further agree that (1) the arbitration will be held in Seattle, Washington; (2) the arbitrator shall apply the laws of the State of Washington, without regard to its conflict of law principles to the contrary; (3) You waive any right to proceed in arbitration on a class or representative basis; (4) arbitration can resolve only claims between You and Elite; (5) the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; and (6) all parts of this clause are severable, meaning that if any part is deemed unenforceable, the remainder of the clause will remain in effect and construed in accordance with its terms.
    • Governing Law. These Terms will be governed by the laws of the State of Washington without regard to its conflict of law principles to the contrary, except that the Arbitration provision above shall be governed by the Federal Arbitration Act.
    • Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms or Your access to or use of the Service must be filed within 1 year after such claim or cause of action arose or be forever barred.
    • Interpretation and Severability. If any provision of these Terms is held to be invalid, void, or unenforceable, the remaining provisions will remain in full force and effect. The language of these Terms will be construed as a whole according to its fair meaning, and not strictly for or against any party. As used in these Terms: (1) words and terms capitalized for purposes of definition will carry the same meaning throughout; (2) the singular will also indicate the plural and vice versa; and (3) a word modified by an article (such as “the” or “an” or “a”) does not necessarily mean that just one of the subject exists.
    • Headings. The section headings in these Terms are for convenience only and have no legal or contractual effect.
    • Force Majeure. Neither party will be deemed in default hereunder, nor will it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, or boycott, provided that the party relying upon this section (1) will give the other party written notice thereof promptly and, in any event, within 10 days of discovery thereof and (2) will take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this section extends for a period in excess of 30 days in the aggregate, Elite may immediately terminate these Terms and/or Your access to or use of the Service.