Service Agreement

Last updated November 10, 2025

THIS CYEX SERVICE AGREEMENT (“AGREEMENT”) SETS FORTH THE TERMS AND CONDITIONS THAT GOVERN CYEX, LLC AND ITS AFFILIATES’ (“CYEX”) PROVISION OF ITS SERVICES (AS DEFINED HEREIN) TO A CLIENT (AS DEFINED HEREIN AND IDENTIFIED IN AN ORDER FORM) AND ITS USERS. AS USED HEREIN AND FOR EACH CLIENT, THE “AGREEMENT EFFECTIVE DATE” SHALL BE THE SERVICE AGREEMENT EFFECTIVE DATE IDENTIFIED IN THE ORDER FORM BETWEEN CYEX AND THE APPLICABLE CLIENT. ADDITIONAL CAPITALIZED TERMS SHALL HAVE THE MEANINGS PRESCRIBED TO THEM IN THIS AGREEMENT.

BY EXECUTING AN ORDER FORM THAT REFERENCES OR INCORPORATES THIS AGREEMENT, INCLUDING VIA A HYPERLINK, CLIENT AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT ON BEHALF OF CLIENT AND ITS USERS. IF THE INDIVIDUAL OR PARTY ENTERING INTO AN ORDER FORM WITH CYEX AS “CLIENT” IS ACCEPTING OR CONTRACTING FOR CYEX’S SERVICES ON BEHALF OF OR FOR A COMPANY OR OTHER LEGAL ENTITY, OR A GROUP OF INDIVIDUALS (E.G. CLASS MEMBERS WITHIN A CLASS ACTION SUIT), REPRESENTED BY CLIENT (“REPRESENTED PARTY”), SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE AUTHORITY TO BIND SUCH REPRESENTED PARTY AND ITS AFFILIATES OR USERS TO THIS AGREEMENT.

Terms and Conditions

  1. Services.
    1. Order and Delivery of Services. CyEx agrees to provide those products, services, and/or other offerings identified in the applicable Order Form between Client and CyEx (the “Services”) to Client and its Users (as defined below) for specific projects or engagements that are mutually agreed upon from time to time in a or each applicable Order Form between Client and CyEx (the “Projects” or each a “Project”). As used herein, “Client” shall mean the party identified as “Client” in an applicable CyEx Service Order and the party contracting with CyEx for provision of Services, provided, however, the parties acknowledge and agree that a “Client” may be an agent or representative of a Represented Party authorized to engage CyEx and its Services for or on behalf of such Represented Party which (itself, its Affiliates, or each’s Users) may be the recipient or intended beneficiary of the Services. Each Project and relevant Services to be provided will be reasonably described or identified on either the CyEx Service Order Form or Client’s purchase order or other form of purchase or order document as agreed to by the parties executed by the parties (“Order Form”). Each Order Form shall, as applicable, contain: (a) the specific Service(s) to be provided by CyEx; (b) the entity responsible for paying for the Services (“Payee”); (c) the price for each Service being delivered by CyEx, pricing model (as applicable), the total fees due, and the applicable payment schedule; (d) the length of which the Services will be provided (the “Service Term”); (e) the schedule for delivery of the ordered Services or components required for enabling provision of the Services (e.g. access codes); and (f) such additional information as the parties may wish to include. Each Order Form, when mutually executed by authorized representatives of the parties hereto, shall, together with the terms of this Agreement, form and constitute an individual binding agreement between CyEx and Client. Except for those provisions herein that are expressed excluded or modified in an applicable Order Form mutually executed by CyEx and Client, each Order Form shall incorporate therein the terms and conditions of this Agreement. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of an Order Form, the terms and conditions of such Order Form shall govern. No Services will be provided by CyEx hereunder unless and until the parties have duly executed Order Form agreeing to the provision of specific Services, and any such Services will only be provided by CyEx through the end of the applicable Service Term set forth in the applicable Order Form then in effect.
    2. Provision of Services to Users. As used herein, a “User” shall mean an individual end user who Client, or a Represented Party, has determined is eligible or permitted to receive access to the Services procured by Client (or by Client on behalf of a Represented Party). The method and details of how the Services shall be made available to Client’s Users during a Service Term are set forth in an applicable Order Form, provided, however, that each party acknowledges agrees that a User must meet the enrollment eligibility requirements and complete the applicable enrollment process for each Service(s) as described in Section 2, including by accepting the applicable End User Terms of Service and Privacy Policy for each of the Service(s) (“TOS”), to access and use the Services. CyEx is responsible for delivering the Services only to those Users who successfully enroll in a Service, who will at such time be deemed to have become a “Customer” of CyEx. During any Service Term for which Client or a Represented Party has procured a license for its Users to access and use a Service or the Services, such Users shall be deemed to have a “Sponsored Membership” as defined in the TOS and no payment from the User to CyEx is required to access and use the applicable Services. At the end of a Service Term, a User may elect to enroll in a fee-bearing Personal Subscription (as defined in the TOS) with CyEx or its Affiliates (including Intersections, LLC) to continue accessing and using applicable Services such User elects to enroll in. Users may also elect to enroll in a fee-bearing Personal Subscription any time during a Service Term (e.g. to update such User’s Sponsored Membership to a family plan or upgraded plan for the Services). CyEx’s provision of Services to each Customer during the Service Term, and its continued provision of any Services to a Customer or User who obtains a Personal Subscription outside of a Service Term, shall be governed by the TOS.
  2. Enrollment
    1. User Enrollment and Eligibility. A User must be enrolled in a Service to access and use any Services. To enroll in a Service, a User must: (a) be eligible to enroll in the Service, as determined by Client or a Represented Party; (b) follow CyEx’s enrollment instructions and complete the applicable enrollment process for each Service, which requires a User’s agreement to CyEx’s TOS; (c) provide CyEx with a valid U.S. mailing address (including P.O. Box addresses); (d) be at least 18 years of age, except as otherwise specified in this section 2.1 below; (e) provide CyEx with a valid email address for establishing an account for the User; (f) have a Social Security Number and provide such Social Security Number to CyEx, if required by the applicable CyEx Service to enable functionality, and (g) not be then-currently already enrolled in an identical Service under the same email address at the time of enrollment. The above sets forth a User’s minimum eligibility and enrollment requirements, but each User’s successful enrollment in a Service shall be subject to CyEx’s authentication, verification, and service exception or delivery requirements as applicable. 

      Depending on the Project scope specified by a Client and the Services engaged, certain individuals under the age of 18 may be eligible Users of a Client or eligible beneficiaries of Client’s Users.  To the extent agreed as in-scope, such under 18 individuals may be added to an applicable plan account established by a User or primary member who is at least 18 years of age by following the applicable enrollment instructions provided by CyEx and providing the requisite information specified by CyEx (e.g. valid Social Security number) to enable the provision of Services to such individual(s).

    2. Distribution of Codes. As mutually agreed to by the parties in an Order Form, CyEx will provide access codes to the Client or a party designated by the Client (e.g. a Represented Party) that may be distributed to eligible Users to enable each recipient User to obtain access to the Services (“Codes”). Client shall distribute or cause to be distributed the Codes to Users. Such Codes are one-time use and will enable a User to enroll in the Services without requiring payment of fees from the User. CyEx shall not accept any User enrollment into the Service without a valid Code. The number of Codes CyEx is obligated to provide to Client shall not exceed the number of Codes specified in the applicable Order Form.
  3. Fees & Payments. The fees due and payable for Services shall be specified in each Order Form. Fees shall be specified in USD and may not include applicable taxes for which Payee is responsible (or Client, if no Payee is specified). CyEx will issue an invoice to Payee specified in an Order Form for the fee amounts due and payable thereunder and the invoices amount may include applicable sales or value added taxes. Upon receipt of an invoice from CyEx containing wire transfer or other payment instructions (including relevant tax information, e.g. an IRS Form W-9), Client shall cause to be paid to CyEx, the fee amount set forth in CyEx’s invoice within thirty (30) days of the invoice date.
  4. Term & Termination.
    1. Term. This Agreement shall commence on the Agreement Effective Date and shall continue until terminated in accordance with Section 4 (“Term”).
    2. Termination. Either party to the Agreement may terminate this Agreement and the relevant Order Form, at any time, for any or no reason, upon providing at least thirty (30) days prior written notice to the other Party, provided such termination shall only be effective upon the expiration or Service Term end date of the Order Form(s) then in effect at the time notice of termination is given. Either party may also terminate this Agreement for the other party’s breach upon immediate written notice if the other party fails to cure a material breach within thirty (30) days after delivery by the terminating party of written notice informing the breaching party of its intent to terminate and reasonably describing the material breach. Either party at its option may terminate this Agreement by written notice to the other party in the event the other party: (a) makes a general assignment for the benefit of creditors; (b) suffers or permits appointment of a trustee or receiver for its business or assets, if the trustee or receiver is not dismissed within sixty (60) days; (c) becomes subject to a voluntary or involuntary bankruptcy proceeding, if the proceeding is not dismissed within sixty (60) days; or (d) is liquidated voluntarily or otherwise.
      In addition, CyEx may, upon written notice to Client, suspend or terminate this Agreement or any Order Form, or modify, suspend or terminate any provision of the Agreement or Order Form, to the extent reasonably necessary to comply with (i) any law, regulation, government agency ruling or directive, or legal order applicable to CyEx or the Service, or (ii) requirement of any of its suppliers, including but not limited to any consumer reporting agency or other third party supplier or service provider that supplies data, technology, or functionality used in connection with or for provision of Services, including without limitation failure or inability of a consumer reporting agency or third party supplier’s provision of any component of the Services or such entity’s termination or suspension of its applicable supply agreement with CyEx or its Affiliate(s). In the event of such suspension or termination, CyEx shall endeavor to provide Client with thirty (30) days written notice to the extent feasible, and shall assess whether alternative forms of an affected Services may be made available prior to terminating the Agreement and relevant Order Form. The parties will work together in good faith to determine whether any notices must be given to Customers in connection with such suspension or termination.
    3. Effect of Termination. Upon termination of this Agreement, (a) all licenses granted under the Agreement, and any authorization for Client to offer the Service, will immediately terminate, and (b) each party shall cease use of, and destroy or return to the other party, any tangible or intangible material containing Confidential Information of the other party in its possession, unless retention of such information is otherwise required by applicable laws, regulations, or other judicial or governmental order. The parties’ rights and obligations under the Agreement applicable to provision of the Service to those Customers that CyEx continues to service, including, without limitation, the payment of fees related to the Project or applicable Sponsored Memberships, shall remain in effect until CyEx ceases to provide the Service to those Customers in accordance with the scope of the Project. For clarity, the foregoing obligations and continuation thereof do not apply to those Customers who have a Personal Subscription with CyEx.
  5. Confidential Information.
    1. Confidential Information. For purposes of this Agreement, “Confidential Information” means all non-public information, materials, data, and documentation of a disclosing party (the “Disclosing Party”) disclosed or provided to the other party (the “Receiving Party”) by or on behalf of the Disclosing Party during the Term of this Agreement that is marked or described as, contains content that would reasonably be considered to be, or is or provided under circumstances reasonably indicating it is, confidential or proprietary. “Confidential Information” includes, without limitation, Customer related data, User Information, trade secrets, know-how, inventions, techniques, processes, algorithms, computer software programs, schematics, financial and business data, projections and plans, operational plans and details, and designs of a Disclosing Party, and the terms and conditions of this Agreement. Notwithstanding anything to the contrary in this Section 5, “Confidential Information” does not include information that (a) is or becomes generally available to the public through no act or omission of the Receiving Party; (b) was in the Receiving Party’s lawful possession prior to receipt from the Disclosing Party; (c) is lawfully disclosed to the Receiving Party by a third party without violation of any right of the Disclosing Party; or (d) is independently developed by the Receiving Party.
    2. Obligations and Exceptions. Each Receiving Party may not:
      1. Use the Disclosing Party’s Confidential Information except as permitted hereunder and reasonably necessary to perform its obligations or exercise its rights under this Agreement, or as required to comply with the Receiving Party’s legal obligations under applicable laws or regulations, or a judicial or government order;
      2. Use the Disclosing Party’s Confidential Information to contact the Users other than for provision of Services or performance of this Agreement; or
      3. Disclose the Disclosing Party’s Confidential Information to any third party without the Disclosing Party’s written consent, except (i) to the Receiving Party’s attorneys, auditors, accountants, insurers, or other professional advisors under a professional duty of confidentiality to the Disclosing Party; (ii) to the Receiving Party’s contractor(s) who have a reasonable need to know (e.g. those supporting performance of a party’s obligations hereunder) and are bound by written agreement to use and disclose the information only as permitted under this Agreement, and provided that the Receiving Party remains liable for, and shall take all steps reasonably required to enforce, such contractor’s compliance with these obligations; or (iii) as required under applicable law, regulation or court or government order, provided that the Receiving Party gives the Disclosing Party reasonable notice prior to such disclosure to the extent circumstances reasonably permit.
  6. Intellectual Property Rights.
    1. CyEx Intellectual Property. As between Client and CyEx, CyEx owns and retains ownership of the Services, the CyEx trademarks, CyEx materials (including any documentation, data, or technologies related to the Services), and all right, title, and interest thereto, including all intellectual property rights and other proprietary rights related thereto or embodied therein. All Services provided pursuant to this Agreement are licensed by CyEx or its Affiliates, are not sold. Any Services paid for by a Client pursuant to an Order Form are provided to Client and its Users subject and pursuant a limited, revocable, non-exclusive, non-transferable, non-assignable (except by a Client, Payee, or Represented Party to a User through the provision of a Code), non-sublicensable, and term-limited personal license to access and use the Services. Each User’s access and use of the Services, upon becoming a Customer, shall be governed by and be subject to CyEx’s TOS. No licenses or rights are granted to Client by CyEx other than those expressly specified in this Agreement. 
    2. Trademarks. “CyEx”, “Financial Shield”, “Identity Defense”, “Medical Shield”, “Minor Defense”, “Minor Shield”, “Privacy Shield”, and related logos or design marks are trademarks of CyEx, LLC, and all rights are reserved. Other product names, logos, brand names, or trademarks referenced or featured within the Services or on CyEx’s website(s) are or may be the property of their respective trademark holders. Client may not remove, alter, or obscure any copyright, trademark or other notices or proprietary markings appearing within the Services provided to Client. Except as permitted herein or by any brand and trademark use policies or rules that CyEx publishes, this Agreement does not grant Client any right to use any CyEx mark or brand element. For clarity the foregoing shall not be construed to restrict Client’s right to identify CyEx as the provider of the Services to its Users or other parties in plain text. All rights not expressly granted in this Agreement are reserved by CyEx (or our licensors or suppliers as applicable). 
    3. Marketing Materials. If applicable for a Project or otherwise agreed, CyEx will provide approved marketing materials to Client for marketing the Services. Client may not create, display or distribute any materials regarding or referencing CyEx or the Services, without prior written or email approval from CyEx. In the event there are any additional costs for developing any materials regarding or referencing CyEx or the Services, specifically but not limited to the promotion of the Services, such costs will be set forth in the Order Form.
  7. Representations & Warranties. Each party represents and warrants to the other that: (a) it is a legal entity organized and existing as specified in the Order Form; (b) it has all right and authority necessary to execute and perform under this Agreement, and does duly enter into this Agreement; and (c) its performance under this Agreement does not violate any law, regulation, court order or material agreement to which it is subject. THE FOREGOING REPRESENTATIONS AND WARRANTIES SPECIFIED IN THIS SECTION 7 ARE THE SOLE WARRANTIES MADE BY ANY PARTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND ARE MADE TO AND FOR THE BENEFIT OF THE OTHER PARTY ONLY. NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR PERFORMANCE, AND FURTHER DISCLAIMS AND EXCLUDES FROM THIS AGREEMENT ALL IMPLIED WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, NONINTERFERENCE WITH DATA, ACCURACY, OR THAT THE SERVICES ARE ERROR-FREE.
  8. Indemnification.
    1. Indemnification by Client. Client will defend, indemnify and hold harmless CyEx and its directors, officers, employees, and agents (“CyEx Indemnitees”), from and against any and all claims, actions, proceedings, however stated, brought by a third party (“Claims”) against any of the CyEx Indemnitees, and all associated liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) (together, “Damages”) to the extent arising from or related to (a) any misrepresentation of the Services, or statements or representations made by Client or its representative that is inaccurate or not consistent with documentation or sales material provided by CyEx; (b) violation of any laws, regulations, or other legal obligations applicable to Client in performance of its obligations under this Agreement; or (c) Client’s provision of User Information to CyEx.
    2. Indemnification by CyEx. CyEx will defend, indemnify and hold harmless Client and its employees, directors, officers, and agents (“Client Indemnitees”), from and against any and all Claims brought against Client Indemnitees, and all associated Damages resulting from (a) any allegation that the Client’s use of the CyEx Services in accordance with this Agreement infringes or misappropriates any U.S. patent, copyright, or trademark of such third party bringing Claim (each, a ” Infringement Claim”), (b) inaccurate information stated in marketing material pertaining to a Service negligently or willfully provided by CyEx to Client, or (c) CyEx’s violation of any laws or regulations applicable to performance of its obligations under this Agreement as finally determined by a court of law. If the Service(s) or any portion thereof become, or in CyEx’s opinion is likely to become, the subject of an Infringement Claim, CyEx may in its sole discretion and at its own expense: (i) obtain for Client the right to continue using the affected Service(s); (ii) modify the affected Service(s) so that it is no longer infringing or is likely to be construed as infringing; or (iii) terminate this Agreement. Notwithstanding the foregoing, CyEx will have no liability for any Infringement Claim to the extent it arises from: (A) Client’s breach of this Agreement or any applicable laws or regulations; (B) CyEx’s compliance with Client’s written instructions; or (C) continued use of a Service after CyEx notifies Client to discontinue use due to an Infringement Claim or risk of Infringement Claim. THE FOREGOING STATES CYEX’S ENTIRE LIABILITY AND CLIENT’S SOLE AND EXCLUSIVE REMEDIES FOR ANY INFRINGEMENT CLAIM OR OTHER SUCH CLAIMS OF INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION.
    3. Indemnification Procedure. A party seeking indemnification under this Agreement will promptly notify the other party of the Claim and reasonably cooperate with the other party in defending the Claim, at the indemnifying party’s expense. If permitted by applicable law, the indemnifying party will have full control and authority over defense of the Claim, except that: (a) the indemnitor may not enter into any settlement imposing obligation, liability, or admission of guilt upon the indemnitee without such indemnitee’s prior written consent (such consent not to be unreasonably withheld or delayed); and (b) an indemnitee may participate in defense of the Claim with its own counsel at its own expense.
  9. Liability Limitations. EXCEPT FOR LIABILITY RESULTING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN PERFORMANCE OF ITS OBLIGATIONS, BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, OR INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS, LOSS OF DATA, HOWEVER CAUSED, WHETHER ARISING IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND (B) EACH PARTY’S CUMULATIVE LIABILITY IN ANY WAY RELATED TO THIS AGREEMENT AND THE RELEVANT ORDER FORM WILL NOT EXCEED THE FEES RECEIVED BY CYEX UNDER THE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER STATUTORY OR COMMON LAW, AND WHETHER SOUNDING IN NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.
  10. Miscellaneous.
    1. Independent Contractors. Each party is an independent contractor of the other under this Agreement. This Agreement is not intended to create any other relationship between the parties, including without limitation any employment, agency, partnership, joint venture or fiduciary relationship.
    2. Assignment. This Agreement binds and inures to the benefit of each party’s permitted successors and assigns. Neither Party may assign this Agreement without the express prior written consent of the other, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, CyEx may assign this Agreement without the Client’s consent to any Affiliate, or to an entity that acquires all of the stock, or substantially all of the assets, of CyEx, or the surviving entity in a merger with or acquisition of CyEx. For purposes of this Agreement, “Affiliate” of a party means an entity that controls, is controlled by, or is under common control with, that party, where “control” of an entity means direct or indirect ownership of a majority of voting stock, or other majority equity interest, in each case with sufficient authority to direct the affairs of the entity.
    3. Headings. The headings, titles, subheadings and other similar designations for the sections, subsections and exhibits of this Agreement are for convenience only and shall not be deemed to be a part of this Agreement.
    4. Force Majeure. Neither party shall be liable for, or be considered in default or breach of this Agreement on account of, any delay or failure to perform as required by this Agreement (except with respect to payment obligations) as a result of any causes or conditions which are beyond such party’s reasonable control and which such party is unable to overcome by the exercise of reasonable diligence, including but not limited to any acts of God, weather, sabotage, war, strike, natural disaster, national emergency, terrorism, loss of infrastructure, or the like.
    5. Modification. No representation or promise, or modification or amendment to this Agreement is binding on either party unless signed in writing by authorized representatives of both parties.
    6. Waiver. Any failure or delay in exercising, or any single or partial exercise of, any right or remedy by a party may not be deemed a waiver of any further, prior, or future right or remedy.
    7. Governing Law and Forum. This Agreement is governed by and must be construed in accordance with the laws of the State of New York, exclusive of its choice of law rules. The UCC, UCITA, and the UN Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Any disputes arising under this Agreement may be filed only in the state or federal courts of the state of New York. Each party consents to exclusive jurisdiction and venue in New York, and expressly waives its right to trial by jury. 
    8. Notices. All notices required to be given in writing must be sent by overnight delivery service with Internet tracking capabilities, and/or email to [email protected], to the name and address (as applicable) designated in this section below, or to such other address or email that the receiving Party may in advance designate by written notice. Notice is deemed effective on the day after delivery to the overnight carrier, or, if emailed, upon the sender’s receipt of confirmation that the email transmission occurred. Notices may also be made in person and shall be deemed effective upon delivery.


      Notice to CyEx:
      Chief Executive Officer and Chief Legal Officer
      250 Northern Ave, 3rd Floor,
      Boston, MA 02210
      With a simultaneous copy via email to: [email protected]

    9. Severability. If any provision of this Agreement is declared invalid, the other provisions remain in full force and effect, and this Agreement is deemed to be amended to replace, to the extent legally possible, the rights and obligations contained in the invalid provision. The invalidity of any provision is not a failure of consideration.
    10. Entire Agreement. Each Order Form referencing this Agreement shall incorporate by reference all terms and conditions of this Agreement and be governed by this Agreement. This Agreement, inclusive of the Order Form incorporating the Agreement by reference executed by the parties, constitutes the entire agreement between the parties concerning its subject matter and supersedes all contemporaneous or prior representations, discussions, proposals, and agreements, in any format, relating to its subject matter. The parties object to and expressly reject additional or different terms in any purchase orders, acknowledgements, or similar documents.
    11. Execution. This Agreement may be executed by one or more original or facsimile counterparts, each of which will be deemed part of one and the same instrument.