IMPORTANT - READ CAREFULLY: These Terms of Use (the “Terms”) constitute a legal agreement between you as a user and Outkept governing the access and use of the Outkept Platform. By accessing or using the Platform, you agree to be bound by these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE PLATFORM AND YOU MUST DISCONTINUE USE IMMEDIATELY.
The following definitions (and additional definitions provided below) will apply:
“Administrator” means a User authorised by a Customer or Reseller to access the Dashboard to configure, manage and monitor Phishing Campaigns for their organisation;
“Campaign Dashboard” or “Dashboard” means the administrative interface of the Platform that allows Administrators to view, configure, manage and analyse Phishing Campaigns;
“Customer” means a legal entity that has entered into a separate agreement with Outkept for the provision of the Platform services;
“Confidential Information” means any and all information disclosed by the Outkept to the Authorized User that is (i) marked “confidential” or “proprietary”, including orally conveyed information designated confidential at the time of disclosure provided that it is reduced to a written summary marked “confidential” that is supplied to the Authorized User within thirty (30) calendar days of the oral disclosure, or (ii) regardless of whether so marked or identified, all information that would reasonably be considered confidential, including, without limitation, pricing, the Platform’s technical details, the user experience, design, Phishing Content, information on the Phishing Campaign targets, and Reward system, terms, attachments, appendices, and all information related to the software associated with these Terms;
“Documentation” means all of Outkept’s user manuals, operating instructions and other documents relating to the Platform, as generally made available from time to time to Users.
“Effective Date” means the date on which you first access or use the Platform;
“Ethical Phisher” means a User who submits Phishing Content to the Platform for potential use in Phishing Campaigns and who may receive Rewards based on the performance of such content;
“Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, know-how and industrial property rights; (e) layout design rights, design rights, database sui generis right, topographic right and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; whether registered or not and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world;
“Outkept” means a limited liability company (“besloten vennootschap”) established, organized and existing under Belgian law, with office at Sassevaartstraat 46 / 102, 9000 Gent, Belgium, and registered with the Crossroads Bank for Enterprises (“Kruispuntbank van Ondernemingen”) under the company number 0769.443.788;
“Phishing Campaign” means a simulated phishing exercise conducted through the Platform for security awareness and training purposes upon request of Outkept, its Customers or Resellers;
“Phishing Content” means phishing emails, templates, scenarios and related materials submitted by Ethical Phishers or created within the Platform;
“Platform” means the Outkept ethical phishing platform, including all software, applications, interfaces, tools and services provided by Outkept, accessible via www.outkept.com or related domains;
“Recipient” means a User who is the intended target of a Phishing Campaign for security awareness and training purposes;
“Reseller” means a legal entity that has entered into a separate reseller agreement with Outkept for the distribution of Platform services;
“Rewards” means any compensation, points, payments or other benefits provided to Ethical Phishers based on the performance of their submitted Phishing Content;
“Third Parties” means any person or entity that is not a Party to these Terms;
“User” means any individual who accesses or uses the Platform in any capacity, including but not limited to Recipients, Administrators, Ethical Phishers, and employees or contractors of Customers or Resellers;
“User Data” means any data, information and/or materials submitted to the Platform by a User for the purpose or in the context of using the Platform;
“User Account” means the account created by or for a User to access the Platform.
2.1. The use of the Platform by the User will be governed by these Terms.
2.2. These Terms apply to all Users of the Platform, regardless of how access was granted. If you are accessing the Platform as an employee, contractor or representative of a Customer or Reseller, these Terms apply to you individually in addition to any separate agreement between Outkept and your organisation.
2.3. By accessing or using the Platform, you represent and warrant that: (a) you are at least 18 years of age; (b) you have the legal capacity to enter into these Terms; (c) if accessing on behalf of an organisation, you have authority to bind that organisation to these Terms; and (d) all information you provide is accurate and complete.
2.4. Outkept reserves the right to modify these Terms at any time. Continued use of the Platform following any changes constitutes acceptance of the modified Terms. Material changes will be notified through the Platform or via email.
3.1. Account Creation. To access the Platform, you must create or be assigned a User Account. You are responsible for maintaining the confidentiality of your User Account credentials and for all activities that occur under your User Account.
3.2. Account Security. You must immediately notify Outkept of any unauthorised use of your User Account or any other breach of security. Outkept will not be liable for any loss or damage arising from your failure to protect your User Account credentials.
3.3. Account Types. Depending on your role, you may have access to different features of the Platform:
3.3.1. Recipients may receive Phishing Campaigns and access related training materials;
3.3.2. Administrators may access the Dashboard to configure, manage and monitor Phishing Campaigns;
3.3.3. Ethical Phishers may access the submission portal to create and submit Phishing Content and track Rewards.
3.4. Access Limitations. Your access to the Platform is subject to any limitations set by the Customer or Reseller through whom you obtained access, including the number of authorised users and permitted use cases.
4.1. License. Subject to the terms and conditions of these Terms, Outkept grants the User, who accepts, a personal, revocable, limited, non-exclusive, non-assignable and non-transferable license to use the Platform for the following purposes :
4.1.1. Recipients: solely for the purposes of participating in Phishing Campaigns and accessing related security awareness training materials provided by your organisation.
4.1.2. Adminstrators: solely to configure, manage and monitor Phishing Campaigns for your organisation in accordance with applicable laws and your organisation's policies. You are responsible for ensuring that all Phishing Campaigns comply with applicable laws and regulations.
4.1.3. Ethical Phishers: (i) to create and submit Phishing Content for review and potential inclusion in Phishing Campaigns; (ii) track the performance of your submitted Phishing Content;(iii) earn and track Rewards based on the success metrics of your Phishing Content; and (iv) access resources and guidelines for creating effective and ethical phishing simulations.
4.2. Documentation. Outkept may choose to provide, at its own discretion, Documentation containing the specifications for operation and use of the Platform. If so, the User is required to use the Platform in accordance with such Documentation. This Documentation, if applicable, will be provided, wholly or in part, (i) within these Terms, (ii) via Outkept’s Website www.outkept.com (iii) in combination with the Platform, or (iv) any other agreement, document, support, whatsoever decided by Outkept.
4.3. Outkept reserves the right to make, in its sole discretion, changes and updates to the functionality and/or Documentation of the Platform from time to time without prior notification to User.
5.1. Restricted Use. You will not, and will not permit others to: (i) use the Platform in whole or part for any other purpose, other than as provided herein or to make the Platform available to Third Parties utilizing the Platform; (ii) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Platform by any means whatsoever, or disclose any of the foregoing; (iii) use the Platform in any way that is unlawful, illegal, fraudulent or harmful; (iv) sell, resell, distribute, lease, rent, sublicense all or any portion of the Platform or any Outkept Intellectual Property Rights; or (v) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
5.2. Ethical Phishers. If you are an Ethical Phisher, you additionally agree not to: (i) submit Phishing Content that contains malware, viruses or other harmful code; (ii) submit Phishing Content that violates any applicable laws, including but not limited to laws relating to harassment, discrimination, defamation or privacy; (iii) submit Phishing Content that infringes the Intellectual Property Rights of any Third Party ; (iv) submit Phishing Content that impersonates real phishing attacks targeting Outkept, its Customers or Resellers; (v) submit Phishing Content that contains graphic violence, pornography or other inappropriate material; (vi) attempt to manipulate performance metrics or Rewards through fraudulent means; (vii) share, sell or transfer your Ethical Phisher account or Rewards to Third Parties.
5.3. Administrators. If you are an Administrator, you additionally agree not to: (i) use the Platform to conduct Phishing Campaigns against individuals who have not been properly notified in accordance with applicable laws and your organisation's policies; (ii) export or use data from the Platform in violation of applicable data protection laws; (iii) configure Phishing Campaigns in a manner that could cause harm, distress or disruption beyond the intended security awareness purpose.
6.1. Outkept and its suppliers retain all Intellectual Property Rights, title and interest in and to the Platform and Documentation. All rights in and to the Platform are reserved by Outkept or its licensors. No license is granted to the User except as to use of the Platform as expressly stated herein. Outkept’s name, logo, and the product names associated with the Platform are trademarks of Outkept or Third Parties, and they may not be used without Outkept's prior written consent.
6.2. Phishing Content Ownership. As between you and Outkept, you retain ownership of any Intellectual Property Rights in Phishing Content that you submit to the Platform. However, by submitting Phishing Content, you grant Outkept a worldwide, non-exclusive, royalty-free, perpetual (i.e., for the whole duration of the underlying Intellectual Property Rights), irrevocable, transferable, assignable and sublicensable licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Phishing Content in connection with the Platform and Outkept's business, including for the purpose of conducting Phishing Campaigns for Customers and Resellers.
6.3. By submitting Phishing Content, you represent and warrant that: (a) you own or have the necessary rights to submit the Phishing Content; (b) the Phishing Content does not infringe the Intellectual Property Rights of any Third Party ; (c) the Phishing Content complies with all applicable laws and these Terms; and (d) you have the authority to grant the licence set forth in Section 6.2.
6.4. Notwithstanding any other provision of these Terms, if the User provides ideas, suggestions, recommendations, comments for enhancements or functionality or other feedback (“Feedback”) to Outkept, Outkept will be free (but in no way obligated) to use and incorporate such Feedback into the Platform without payment of royalties or other compensation to the User, provided, however, that the foregoing will not be construed as conferring upon Outkept any right or license to the User's patents, copyrights or trademark rights or other Intellectual Property Rights in the Feedback.
7.1. The User grants Outkept, for the term of these Terms, a non-exclusive, royalty-free, transferable, assignable, sublicensable license to (i) use, copy, store, transmit and display the User Data to the extent necessary to perform its obligations under these Terms, in particular to provide and maintain the Platform and (ii) to research, develop, improve or support the Platform, provided that such data is used in an anonymous or aggregated form where no such information could directly identify or will reasonably be used to identify the User or other data subjects contained therein.
7.2. The User agrees to defend, indemnify, and hold harmless Outkept (and its officers, directors, employees and agents) from and against any Third Party claims, actions or demands (including, without limitation, costs, damages and reasonable legal and accounting fees) which result from any User Data infringing the rights of any Third Party (including infringement of intellectual property).
8.1. Reward Programme. Ethical Phishers may be eligible to receive Rewards based on the performance of their submitted Phishing Content in actual Phishing Campaigns. The specific criteria for earning Rewards, calculation methods, and payment terms will be set forth in separate programme guidelines made available to Ethical Phishers.
8.2. No Guarantee. Outkept makes no guarantee that any submitted Phishing Content will be selected for use in Phishing Campaigns or that any particular level of Rewards will be earned. Selection of Phishing Content is at Outkept's sole discretion.
8.3. Modification of Rewards. Outkept reserves the right to modify, suspend or terminate the Rewards programme at any time with reasonable notice to Ethical Phishers.
8.4. Tax Obligations. You are solely responsible for any tax obligations arising from Rewards received. Outkept may require you to provide tax information before distributing Rewards.
8.5. Forfeiture. Rewards may be forfeited if you violate these Terms, engage in fraudulent activity, or if your User Account is terminated.
9.1. Outkept makes no representations or warranties, express or implied, regarding the use or performance of the Platform, including without limitation any implied warranties of merchantability, or fitness for a particular purpose. Other than as provided for in these Terms, the User accepts the Platform "as is". OUTKEPT AND OUTKEPT’S AUTHORIZED PARTNERS DO NOT WARRANT THAT THE PLATFORM WILL BE FREE OF ERRORS AND THE USER ACKNOWLEDGES THAT THE EXISTENCE OF ANY SUCH ERRORS DOES NOT CONSTITUTE A BREACH OF THESE TERMS. TO THE EXTENT PERMITTED BY APPLICABLE LAW OUTKEPT AND OUTKEPT’S AUTHORIZED PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE UNLESS OTHERWISE STATED HEREIN. OUTKEPT AND OUTKEPT’S AUTHORIZED PARNTERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PLATFORM WILL MEET THE USER REQUIREMENTS OR THAT THE OPERATION OF THE PLATFORM WILL BE CORRECT. FURTHERMORE, OUTKEPT AND OUTKEPT’S AUTHORIZED PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OUTKEPT AND OUTKEPT’S AUTHORIZED PARTNER WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE PLATFORM PROVE DEFECTIVE IN YOUR TECHNOLOGY ENVIRONMENT, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION TO YOUR OWN TECHNOLOGY ENVIRONMENT.
9.2. Platform Availability. Outkept does not guarantee that the Platform will be available at all times or that it will be free from interruptions, delays or errors. Outkept may suspend access to the Platform for maintenance, updates or other reasons without liability.
9.3. Types of damages. TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAW, PARTIES WILL NOT BE LIABLE TO EACH OTHER, FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO DAMAGES OR COSTS DUE TO LOSS OF PROFITS, DATA, REVENUE, GOODWILL, PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE SERVICES, OR PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, INCLUDING BUT NOT LIMITED TO ANY MISCALCULATIONS, OR THE USE, MISUSE, OR INABILITY TO USE THE PLATFORM, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF PARTIES HAVE BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES. IN THE EVENT THAT LIABILITY IS IMPOSED ON OUTKEPT ITS LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL NOT EXCEED AN AGGREGATE AMOUNT OF 1.000,00 EURO. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS SHALL NOT ENLARGE THE LIMIT.
10.1. The User agrees to keep the Confidential Information of Outkept confidential and not to disclose it to third parties, unless expressly otherwise agreed by Outkept. The User will be entitled to disclose Outkept’s Confidential Information only to those of its personnel, consultants and agents that have a reasonable need to know such Confidential Information for the purposes of these Terms, and provided the User instructs its personnel, consultants and agents to keep such information confidential by using the same care and discretion that it uses for its own Confidential Information and in no event, less than a reasonable degree of care.
10.2. The obligations set forth in this article will not apply to any information which: (i) is published or otherwise becomes available to the general public through no fault of the User; (ii) has been validly obtained by the User from a Third Party not being bound by any confidentiality or similar secrecy obligation; (iii) was in the User’s possession without proprietary restrictions prior to the date of disclosure by Outkept to the User; (iv) was developed by the User without reference to the Confidential Information; or (v) is required to be disclosed pursuant to applicable law, to the extent of such requirement only and provided that the User will, if feasible, give to Outkept prior notice of such proposed disclosure and a reasonable opportunity to contest such disclosure.
10.3. Paragraphs 10.1. and 10.2. of these Terms will survive the termination of these Terms for any reason, and will stay effective until three (3) years after the termination of these Terms.
10.4. User Data might contain personal data, as defined in and interpreted in the context of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (“General Data Protection Regulation” or “GDPR”) or any national Law implementing the GDPR, or any similar concept under applicable data protection Laws.
10.5. Outkept's processing of personal data is governed by its Privacy Policy, available at www.outkept.com/nl/privacy-policy. By using the Platform, you acknowledge that you have read and understood the Privacy Policy.
10.6. If you are an Administrator conducting Phishing Campaigns, you are responsible for ensuring compliance with all applicable data protection laws, including obtaining any consents where necessary and providing required notices to Recipients.
10.7. Where Outkept processes personal data on your behalf (or on behalf of your organisation), the parties agree to enter into a data processing agreement as required under applicable data protection laws.
11.1. These Terms enters into force on the Effective Date and continue until terminated in accordance with this section.
11.2. Termination by You. You may terminate these Terms at any time by ceasing to use the Platform and closing your User Account. If you are accessing the Platform through a Customer or Reseller, your access may also be terminated by that organisation.
11.3. Termination by Outkept. Outkept may terminate these Terms, as a whole or in part, immediately upon written notice in the event: (i) Outkept does not receive payment from the the Customer or Reseller associated with your account, (ii) the User commits a breach of any terms of these Terms, (iii) Outkept determines, in its sole discretion, that your continued access poses a security or legal risk, or (iv) the User enters into liquidation, receivership, bankruptcy or other insolvency procedure, whether compulsorily or voluntarily, or the User is unable to pay its debts within the meaning of the applicable laws of the jurisdiction other than for the purposes of reconstruction or amalgamation. Upon any expiration or termination of these Terms, the User will promptly cease all use of the Platform described thereunder.
11.4. In the event the User fails to meet any of its obligations under these Terms, Outkept may, without limiting any of its other rights and remedies, suspend, terminate, or otherwise deny the User access to or use of, all or any part of the Platform.
11.5. Effect of Termination. Upon any expiration or termination of these Terms, you will promptly cease all use of the Platform. Sections 6 (Intellectual Property), 7.3 (Indemnification), 9 (Disclaimers and Limitations of Liability), 10 (Confidentiality), and 13 (Miscellaneous) will survive termination.
11.6. Rewards Upon Termination. If you are an Ethical Phisher, any earned but unpaid Rewards will be paid in accordance with the Rewards programme guidelines, unless termination was due to your breach of these Terms, in which case Rewards may be forfeited.
12.1. These Terms will be governed and construed in accordance with the laws of Belgium applicable therein. Any legal action or proceeding between Outkept and the User for any purpose concerning these Terms or the parties' obligations hereunder will be brought exclusively in a court of competent jurisdiction sitting in the judicial district of Oost-Vlaanderen (section Oudenaarde), Belgium.
12.2. Outkept’s failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice will act to modify any provision of these Terms.
12.3. Outkept may assign its rights and duties under these Terms to any party at any time without notice to the User. The User may not assign these Terms without the prior written consent of the Outkept.
12.4. If any part of these Terms is null, illegal or non-enforceable, these Terms will be interpreted as if this part was never part of these Terms.
12.5. The provisions of these Terms are for the benefit of Outkept and its officers, directors, employees, agents, and suppliers. Each of these individuals or entities will have the right to assert and enforce those provisions directly against the User on its own behalf.
12.6. Any rights not expressly granted herein are reserved.
12.7. The Parties confirm that they have agreed that these Terms and all related documents be drafted in English only.
12.8. These Terms, together with any separate agreement between Outkept and your organisation (if applicable), constitute the entire agreement between you and Outkept regarding your use of the Platform and supersede all prior agreements and understandings.
12.9. If you have any questions about these Terms, please contact Outkept at info@outkept.com.
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