Researcher Policy

Last Updated: June 8, 2018

These Researcher Terms of Use (this “Agreement”) apply to your use of (1) the Dvuln website at https://app.dvuln.com, and all affiliated websites owned and operated solely by Dvuln (collectively, the “Dvuln Website”) and (2) the Dvuln software, interfaces, tools, utilities, and other technologies (any related intellectual property) relating thereto including a secure VPN connection called Horus for network testing and discovery of vulnerabilities (hereafter referred to as the “Dvuln Platform”) and (3) any other services or features made available by Dvuln through the Dvuln Website. Together, the items in (1) through (3) (inclusive) are the “Services”.

In this Agreement, “Dvuln” and “we” mean Dvuln Pty Ltd, and “you,” “You,” “researcher,” or “Researcher” means any user of the Services.

By accessing or using the Services or clicking “accept” or “agree” to this Agreement, (1) you acknowledge that you have read, understand, and agree to be bound by this Agreement, the Dvuln Global Research Team Privacy Policy and (2) you represent and warrant that you are of a legal age and not prohibited by law from accessing or using the Services. THIS AGREEMENT CONTAINS, AMONG OTHER THINGS, AN ARBITRATION PROVISION CONTAINING A CLASS WAIVER.

Dvuln may update or revise this Agreement from time to time. You agree that you will review this Agreement periodically. You are free to decide whether to accept a modified version of this Agreement, but accepting this Agreement, as modified, is required for you to continue using the Services. You may have to click “accept” or “agree” to show your acceptance of any modified version of this Agreement. If you do not agree to the terms of this Agreement or any modified version of this Agreement, your sole recourse is to terminate your use of the Services.

1. Dvuln Platform

1.1. Overview. Dvuln provides a penetration testing platform and related services that connect organizations (“Customer(s)”) that want to identify certain security vulnerabilities in their products and services (each, a “Vulnerability”) with individuals who research security vulnerabilities (“Researchers”), and allows Researchers to test for such Vulnerabilities. In order to identify Vulnerabilities, Customers may ask for specified security testing tasks to be performed by Researchers on their products and services (each, a “Program”). Dvuln pays Researchers an amount determined solely by Dvuln for Valid Vulnerabilities (defined below) and Completed Research Programs (defined below) (“Reward”) submitted through the Dvuln Platform.

1.2. Research Programs. Dvuln contracts with Customers, who then post requests seeking Researchers to find Vulnerabilities in one or more of the Customer products and services (“Research Programs”) on the Dvuln Platform. Through the Dvuln Platform, Researchers can access posted Research Programs, respond to Customer communications about Research Programs, and test for Vulnerabilities on Customer-provided test environments, products or services.

1.3. Conflict of Interest. During your engagement under this Agreement, you may accept Research Programs but only insofar as such Research Programs do not (in the opinion of Dvuln) create a conflict of interest. For example, working on a Program posted by a company that has engaged or does engage you as an employee or contractor would be a conflict of interest which would prohibit you from accessing such Program. You shall immediately disclose to Dvuln any conflict of interest that arises in relation to the provision of the Services as a result of any present or future appointment, employment or other interest which you may have from time to time.

2. Registration and Access to Dvuln Platform

2.1. Registration; Assessment. You must register with Dvuln in order to access Research Programs. You must provide accurate and complete registration information, including, but not limited to, your name, valid email address, identification and any requested tax information. You are solely responsible for updating your registration information as changes occur. You may not create an account for anyone other than yourself, transfer your account to anyone, and/or create more than one user account. Your account may not be used by third parties and Dvuln requires you to use two-factor authentication. You must choose a unique username upon registration. The username may not be the name of another person with the intent to impersonate that person, be subject to the rights of another person, or be inappropriate or offensive, as determined by Dvuln. Dvuln has the sole discretion to determine that you may not use a specific username.

2.2. Background Check. You will be required to undergo a background check via Dvuln’s third party background check provider. Background checks shall be conducted pursuant to all applicable laws.

2.3. Access to Research Programs. A Research Program will remain accessible on the Dvuln Platform until Dvuln removes it in its sole discretion.

2.4. Rules of Engagement. Each Research Program will be accompanied by Customer-specific rules of engagement (the “Rules of Engagement”) regarding the specific details and requirements of the Research Program. In addition to this Agreement, you are bound by the Rules of Engagement for any Research Program you access. You will be required to accept the Rules of Engagement prior to accessing the Research Program.

3. Testing for Vulnerabilities

3.1. Dvuln Platform. When requested by Dvuln as set forth in a specific Research Program’s Rules of Engagement you must exclusively use the Dvuln Platform via a VPN connection provided by Dvuln for all network-based testing of Customer assets that are within the scope of a Research Program. While on the Dvuln Platform, you shall not access Research Programs or websites other than Customer’s public website or other website or test environment specific to the Research Programs.

3.2. Dvuln Access to and Sharing of Your Activities on the Dvuln Platform. Dvuln, in its sole discretion and without notice, has the right to monitor, intercept and review your activity while on the Dvuln Platform. Dvuln may, in its sole discretion, share such activity data with Customers, store copies of such data for a period of time after it is collected, and delete such copies from time to time without notice.

3.3. Professional Conduct. While testing for Vulnerabilities, you must abide by all applicable laws, regulations, rules and industry and governmental standards and must not access data that does not belong to you or is not expressly approved or provided by the Customer. Customers may also have specific limits on how you may test for Vulnerabilities in the Rules of Engagement, including providing specific test environments for you to use when testing for Vulnerabilities, and you must abide by these limits and use the provided test environments, products or services. You must never exceed authorized access by utilizing social engineering, for example.

3.4. Equipment Security. You shall ensure that any computer or any other equipment used for testing for Vulnerabilities has adequate anti-virus software continuously running. In addition, you must take all appropriate physical and network security access controls including, but not limited to, screen locks, secure private internet connection, appropriate firewalls and secure non-public space.

3.5 Export Controls. You agree to comply with all applicable export control and import laws and regulations. You certify that you are not, and at all times during the term of this Agreement will not be, (a) located in a country subject to any applicable sanctions or embargo laws and regulations, including trade and economic sanctions maintained by the Department of Foreign Affairs and Trade and any other enabling legislation or executive order relating thereto (or similar law, regulations, orders or legislation in the jurisdiction in which you are based) (collectively, “Sanctions Laws”), or (b) or acting on behalf of a governmental entity of or a party located in a country subject to Sanctions Laws. You further certify that you are not currently listed on, nor at any point during the term of this Agreement will be listed, on the Department of Foreign Affairs and Trade Consolidated List or similar lists of denied parties.

4. Reward

4.1. Valid Vulnerability. To be eligible for a Reward for a Vulnerability, you must submit the Vulnerability through the Dvuln Platform and the Vulnerability must be previously unreported, fit within the criteria of the respective Research Program and Rules of Engagement, and be of a quality that is acceptable to Dvuln. Unless otherwise set forth in a Customer’s Rules of Engagement, social engineering attacks, spam and denial of service vulnerabilities are never eligible for Rewards. The Vulnerability must be reproducible by Dvuln through information submitted by you. Once submitted, Dvuln will determine, in its sole discretion, whether a submitted Vulnerability is valid and qualifies for a Reward (a “Valid Vulnerability”). If Dvuln determines that you have identified a Valid Vulnerability you will be notified through the Dvuln Platform and Dvuln will pay you the Reward in accordance with Section 4 of this Agreement. By accepting this Agreement, you acknowledge and agree that Dvuln’s determination as to whether a submitted Vulnerability is a Valid Vulnerability and qualifies for an Reward, as well as Dvuln’s determination as to the amount of any such Reward, will be final and binding on you and will not be grounds for claims or litigation.

4.2. Amount of Reward; Dvuln Account. Dvuln, in its sole discretion, determines the Reward paid to a Researcher for each Valid Vulnerability. Dvuln will log all your Rewards in your account on the Dvuln Platform.

4.3. Limits on Rewards. Dvuln has no obligation to pay an Reward if: (1) Dvuln believes you have taken any actions that may endanger the security of the Customer or its end users, products or services or the security of the Dvuln Platform; (2) the Vulnerability is submitted after the Research Programs has been removed from the Dvuln Platform or the Researcher has otherwise been provided notice that the Research Programs is no longer in effect; or (3) you have breached this Agreement.

4.4. Tax Matters. The Reward will be paid without deductions for taxes. You will be solely responsible for complying with all applicable taxation requirements in all relevant jurisdictions, and other payments required by law. You shall at all times pay any income tax, National Insurance contributions, VAT (or any local equivalent, wheresoever located in the world) and other contributions required by law to be paid by or in respect of you in relation to the provision of the Services, or receipt by you of any Reward, or both (including any interest or penalties imposed in respect of such payments). You shall indemnify and keep indemnified Dvuln and any of its subsidiaries and affiliate entities from time to time (each, a “Group Company”) for all time on demand from and against any and all costs, claims, penalties, liabilities and expenses incurred in respect of income tax, Insurance, VAT (or any local equivalent, wheresoever located in the world) due by you in relation to the provision of the Services, wheresoever such obligations arise anywhere in the world.

4.5. Eligibility for Rewards. To be eligible to receive a Reward for a Valid Vulnerability, you must submit any required taxation paperwork and comply with any applicable Sanction Laws and the terms of this Agreement.

4.6 Deductions. Without prejudice to any indemnity contained in this Agreement, if for any reason, Dvuln or any Group Company shall become liable to pay, or shall pay, any taxes or other payments referred to in Section 4.4, Dvuln shall be entitled to deduct from any amounts payable to you all amounts so paid or required to be paid by or in respect of Dvuln or any Group Company in that respect.

5. Leader Board and Forum

5.1. Leader Board. Dvuln reserves the right to publish your username or real name (as specified by you) on the leader board on the Dvuln Platform.

5.2. Communications. All communications relating to Research Programs or between Customers and Researchers must be made through the electronic messaging system on the Dvuln Platform. Any attempts to communicate regarding Research Programs outside of the electronic messaging system will be deleted and strictly prohibited without Dvuln’s prior written consent. Dvuln reserves the right to monitor, intercept and review, without further notice, messages sent or received using the message system. Dvuln may also store copies of such data and communications for a period of time after they are created and may delete such copies from time to time without notice.

6. Confidentiality

6.1. Customer Information. “Customer Information” means any information disclosed by or related to Customer or any Customer products or services, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, including the identity of the Customer, the fact that the Customer is in receipt of Security Testing Services, and any and all information related to Vulnerabilities. You agree not to use Customer Information except as necessary to perform Vulnerability testing services through the Dvuln Platform in accordance with this Agreement. You may not disclose Customer Information either publicly or privately (either during your undertaking of any Services or at any time, without limit, following the termination of this Agreement) to any other person or entity other than authorized Dvuln personnel via the Dvuln Platform unless otherwise directed by Dvuln or otherwise required by law. At the end of your participation in any Research Program, or when such Research Program has been removed from the Dvuln Platform or no longer in effect, or when otherwise instructed by Dvuln, you must Securely Delete any Customer Information in your possession that is related to such Research Program. For purposes of this Section 6.1 and Section 6.2, “Securely Delete” means deleting all data and information in accordance with Dvuln’s data destruction policies and procedures.

6.2. Dvuln Information. You may also have access to information related to Dvuln or any Group Company, whether disclosed orally or disclosed or accessed in written, electronic or other form or media (“Dvuln Information”). You agree not to use Dvuln Information except as expressly permitted under this Agreement. You may not disclose or share Dvuln Information either publicly or privately to any other person or entity (either during your undertaking of any Services or at any time, without limit, following the termination of this Agreement) unless otherwise directed by Dvuln or required by law. Upon any termination of this Agreement or when otherwise instructed by Dvuln, you must Securely Delete any Dvuln Information in your possession.

6.3. Breach of Confidentiality. If you breach any of the confidentiality provisions described in this Section 6, in addition to any other rights or remedies Dvuln may have under this Agreement or otherwise, any Rewards you have received, whether related to the Research Programs giving rise to the violation or not, must be repaid to Dvuln and this Agreement may be immediately terminated by Dvuln in its sole discretion. In addition, you may be subject to suit for damages or injunctive relief in a court of competent jurisdiction.

6.4. Required Disclosures. In the event you are required by law or regulation to disclose Customer Information and/or Dvuln Information, you shall immediately notify Dvuln so that Dvuln and/or Customer can seek a protective order or other appropriate remedy.

6.5 Notification of Incidents. If you become aware of any actual or potential unauthorized access, acquisition or compromise of the confidentiality, integrity or availability of Customer Information or Dvuln Information, you must (i) immediately notify Dvuln, (ii) consult and cooperate with Dvuln’s investigations and notices reasonably elected by Dvuln, (iii) provide any information reasonably requested by Dvuln, and (iv) execute common-interest and similar agreements reasonably requested by Dvuln.

6.6. Privacy Policy. You accept and agree to our Privacy Policy (the “Privacy Policy”). Dvuln may modify the Privacy Policy from time to time. Any modifications shall be effective upon the earlier of the posting of the modified Researcher Privacy Policy via Dvuln’s website or upon e-mail notification of the changes to you. It is your responsibility to review the Researcher Privacy Policy periodically so that you are aware of any modifications.

7. Intellectual Property Rights

7.1. Platform Analytics Data. Dvuln expressly reserves all right, title and interest in and to all data and information related to or arising from access and use of the Dvuln Platform by you, other researchers and Customers, including, but not limited to, information related to Vulnerabilities such as the types, severity, and frequency of Vulnerabilities (“Platform Analytics Data”), including the right to analyse and use such Platform Analytics Data for its business purposes including in connection with the provision, development and improvement of the Dvuln Platform. Dvuln may aggregate or anonymize the Platform Analytics Data related to you with other Platform Analytics Data and publish or discuss such aggregate or anonymized Platform Analytics Data; provided that Dvuln does not disclose such Platform Analytics Data in a manner that identifies you.

7.2. Researcher Results. You acknowledge that Dvuln owns all Vulnerabilities and Reports submitted by you, and you hereby irrevocably assign and transfer to Dvuln all of your right, title and interest in and to all Vulnerabilities and Reports, including all intellectual property rights therein and related thereto. Any works of authorship subject to copyright law in the assigned and transferred Vulnerabilities and Reports shall first be deemed “works made for hire” and failing such designation, shall be assigned and transferred to Dvuln pursuant to the assignment and transfer set out above. You also hereby waive all claims to moral rights in any Vulnerabilities and Reports. You also hereby grant to Dvuln, and Dvuln hereby accepts, a perpetual, non-exclusive, worldwide, transferable, sublicensable, royalty-free, fully paid-up license to use, display, reproduce, modify, distribute and create derivative works from all other results and proceeds of your access and use of the Dvuln Platform and related testing conducted by you, including all intellectual property rights therein and related thereto (“Security Testing Results”). You acknowledge that Dvuln may use, reproduce, make derivative works of, sell, and otherwise exploit the Vulnerabilities, Reports and Security Testing Results without any restrictions or obligations and for any purpose.

7.3. Ownership of Dvuln Platform. You acknowledge that any and all intellectual property rights in or related to the Dvuln Platform and all related technology and services, are and shall remain, as between you and Dvuln, the sole and exclusive property of Dvuln, and you shall not at any time during or after the expiration or termination of this Agreement in any way question or dispute the ownership thereof by Dvuln. Except as expressly stated in this Agreement, you shall make no other utilization of the Dvuln Platform or use the Dvuln Platform for the benefit of any other person or entity or permit any third party to make such utilization. You shall have no other rights or licenses with respect to the Dvuln Platform (including rights under any patents or other intellectual property rights of Dvuln). All rights not expressly granted under this Agreement are reserved by Dvuln or its licensors.

8. Researcher Responsibilities

8.1. Applicable Laws. You shall abide by all applicable local, state, national and international laws and regulations in your use of the Dvuln Platform.

8.2. Outside Obligations. You are solely responsible for complying with all obligations (whether contractual or otherwise) owed by you to any and all third parties, including those who have engaged you as an employee or contractor. Dvuln will not be responsible or liable for any breach of any obligation owed by you to any such third party.

8.3. Account Activity. You are responsible for all of your account activity. You shall not take any action (including, without limitation, submitting a Vulnerability) that:

downloads or modifies Dvuln or Dvuln customer data or information without explicit authorization from Dvuln;
infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity or violates any law or contract;
is false, misleading or inaccurate;
is unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, obscene, offensive, profane or invasive of another's privacy;
makes any unsolicited communications or advertising not authorized by Dvuln, promotional materials or any other form of solicitation for any type of information;
attempts to obtain any information or content from the Dvuln Platform or any Customer website, product, service or test environment using any robot, spider, scraper or other automated means for any purpose;
imposes or may impose, as determined in our sole discretion, an unreasonable or disproportionately large load on our IT infrastructure;
transmits or uploads any software viruses or any other computer codes, or files that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of Dvuln or any third party;
decompiles, disassembles, translates or otherwise reverse engineers or attempts to derive the source code for (i) the Dvuln Platform or any portion thereof or (ii) any Customer website, product, service or test environment, or any portion of any of the foregoing, except as otherwise expressly permitted in the applicable Rules of Engagement;
misrepresents or impersonates any person or entity, including any employee or representative of Dvuln;
interferes or attempts to interfere with the proper working of the Dvuln Platform or any Customer website, product, service or test environment, or any activities conducted on any of the foregoing, unless otherwise stated in a Rules of Engagement; or
permits any third party to use your account for any reason.

9. Third Party Sites and Materials

The Dvuln Platform may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third-party websites. By using the Dvuln Platform, you acknowledge and agree that Dvuln is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or websites. Dvuln does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you. Neither Dvuln, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of information or data displayed by, or made available through, the Dvuln Platform.

10. Term and Termination

10.1. Term. This Agreement shall commence upon your acceptance of this Agreement and shall continue until terminated in accordance with this Section 10.

10.2. Termination. You may terminate this Agreement upon two days’ prior notice by emailing us at support@dvuln.com and ceasing all use of the Dvuln Platform. Dvuln may terminate this Agreement at any time immediately upon notice to you. Dvuln may also, upon notice to you, immediately terminate this Agreement and cancel your account, in which case you shall forfeit all Rewards if you: (i) fail to comply with any term or condition specified in this Agreement, Code of Conduct, Insider Trading Policy or any policy posted by Dvuln on its website from time to time or otherwise provided to you; or (ii) engage in any activities or conduct that Dvuln, in its reasonable but sole discretion, determines to be inappropriate, negligent, offensive, abusive or otherwise unacceptable.

10.3. Effect of Termination. Upon termination, your account shall be cancelled and all of your rights to use the Dvuln Platform shall immediately terminate. All sections which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.

11. Disclaimer of Warranties

USE OF THE DVULN PLATFORM IS ENTIRELY AT YOUR OWN RISK. THE DVULN PLATFORM AND ANY CONTENT AND INFORMATION PRESENTED ON OR VIA THE DVULN PLATFORM ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, TIMELINESS, ACCURACY, COMPLETENESS, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR SAFETY. NEITHER DVULN NOR ITS LICENSORS MAKES ANY WARRANTIES OR REPRESENTATIONS ABOUT THE DVULN PLATFORM AND NEITHER DVULN NOR ITS LICENSORS ASSUME ANY LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE DVULN PLATFORM, (III) LOSS OR DAMAGE INCURRED BY YOU AS A RESULT OF ANY CLAIMS MADE BY A THIRD PARTY AND (IV) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN. ANY ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY DVULN OR ITS AUTHORIZED REPRESENTATIVES, OR BY CUSTOMERS, WILL NOT BE DEEMED TO CREATE ANY WARRANTY.

WITHOUT LIMITING THE FOREGOING, NEITHER DVULN NOR ITS LICENSORS WARRANT THAT ACCESS TO THE DVULN PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE DVULN PLATFORM. NEITHER DVULN NOR ITS LICENSORS WARRANT THAT THE DVULN PLATFORM IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS.

NEITHER DVULN NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF YOU, ANY CUSTOMER OR ANY OTHER USER OF THE DVULN PLATFORM.

12. Indemnification

You shall defend, indemnify, and save harmless Dvuln and any Group Company and its officers, directors, employees, agents and representatives from and against any and all damages, liabilities, losses, claims, expenses, and other costs (including without limitation reasonable lawyer’s fees) relating to any third party claim, demand, suit, or any other proceeding brought by a third party arising from or relating to any actual or alleged (a) violation of your confidentiality obligations under this Agreement; (b) breach of this Agreement; (c) performance by you of any Services, including in respect of any act, neglect or default by you or any person authorized by you to act on your behalf; or (d) violation or infringement of any proprietary right of any third party (including a Customer), including, but not limited to, any patent, copyright, trademark, trade secrets or any other intellectual property rights by any results or proceeds of your testing (including but not limited to any submitted Vulnerabilities) and the use thereof by Dvuln in accordance with this Agreement.

13. Limitation of Liability

IN NO EVENT SHALL DVULN BE LIABLE TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH OR UNDER YOU, FOR ANY LOST PROFITS, LOSS OF DATA, EQUIPMENT DOWNTIME OR FOR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF DVULN HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. DVULN SHALL NOT BE LIABLE FOR ANY DAMAGE, DEFECT, DISRUPTION OF SERVICE, WHETHER ACCIDENTAL OR INTENTIONAL, RESULTING FROM YOUR ACTIVITIES ON THE DVULN PLATFORM, OR ANY CUSTOMER’S WEBSITE, PRODUCT, SERVICE OR TEST ENVIRONMENT. IN NO EVENT WILL DVULN’S TOTAL CUMULATIVE LIABILITY UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, FROM ALL CAUSES OF ACTION OF ANY KIND, EXCEED THE TOTAL AMOUNT OF REWARDS PAID TO YOU BY DVULN HEREUNDER DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.

14. Miscellaneous

14.1. Governing Law and Arbitration Agreement. This Agreement and any additional rules, policies or guidelines incorporated by reference shall be governed by and construed in accordance with the laws of the State of New South Wales, Australia, except as otherwise indicated in this Arbitration Agreement. If a dispute arises between the Parties with respect to this Agreement, the Parties shall first attempt to resolve such dispute(s) through good faith negotiation. If such disputes cannot be so resolved within thirty (30) days, each Party shall exclusively refer the dispute(s) to arbitration by serving written notice of its intention to arbitrate the dispute to the other Party. The Parties shall equally share the costs of arbitration, to the extent permitted by applicable law. Each Party will be responsible for its own lawyers’ fees. The arbitrator alone shall have the authority to interpret the scope and enforceability of this Arbitration Agreement, except that any dispute concerning the scope or enforceability of the prohibition on class, collective, or representative claims must be resolved by a court of competent jurisdiction. Arbitration must take place on an individual basis only, meaning that neither Party may initiate or participate in any class, collective, or representative proceeding against the other. Thus, through this Arbitration Agreement, you and Dvuln each waive the right to initiate or participate in any class, collective, or representative proceeding against the other in any forum (including court or arbitration). If any portion of this Arbitration Agreement is deemed invalid, such as, for example, the prohibition on the right to participate in a representative lawsuit, that limited portion will be severed from this Arbitration Agreement, and the remainder of this Arbitration Agreement will remain enforceable. Notwithstanding any other provision in this Arbitration Agreement, under no circumstances will this Arbitration Agreement be construed to permit class, collective, or representative proceedings in arbitration. If for any reason a claim proceeds in court rather than in arbitration YOU AND DVULN EACH WAIVE ANY RIGHT TO A JURY TRIAL to the extent permitted by applicable law. Notwithstanding the foregoing, either party may seek injunctive or other appropriate relief in any state or court in New South Wales, Australia, without first engaging in arbitration or good faith negotiation, in connection with any breach of confidentiality or to enforce its intellectual property rights.

14.2. Relationship. You warrant that your relationship with Dvuln will be that of an independent contractor and nothing in this Agreement should be construed to create a partnership, joint venture, employer-employee or employer-worker relationship, nor shall it constitute you acting as an agent or a worker of Dvuln or any Group Company. You are not the agent of Dvuln, and you are not authorized to make any representation, warranty, contract, or commitment on behalf of Dvuln. You shall not have any right or power whatsoever to contract on behalf of Dvuln or any Group Company or bind Dvuln or any Group Company in any way in relation to third parties and will not hold himself out as having such authority unless specifically authorized to do so. You are supplying the Services to Dvuln and any Group Company as part of your business undertaking. Dvuln and any Group Company receiving the Services is/are your client(s) for these purposes. You are not entitled to any of the benefits which Dvuln may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Because you are an independent contractor, Dvuln will not withhold or make payments for benefits, pensions, make unemployment insurance or disability insurance contributions, or obtain worker’s compensation insurance on your behalf. You agree to accept exclusive liability for complying with all applicable laws governing self-employed individuals, including obligations such as payment of taxes, disability and other contributions based on fees paid to you under this Agreement.

14.3. Severability. The terms of this Agreement are severable. If any terms or provision is declared invalid or unenforceable, it shall be severed from this Agreement and shall not affect the interpretation or operation of the remaining terms or provisions, which shall remain in full force and effect.

14.4. Force Majeure. Dvuln shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond Dvuln’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation.

14.5. Assignment. This Agreement is personal to you, and is not assignable, transferable, or sublicensable by you except with Dvuln's prior written consent. Dvuln may assign, transfer, or delegate any of its rights and obligations hereunder without consent.

14.6. Waiver. Failure by Dvuln to exercise or enforce any right or provision of this Agreement shall not be deemed to be a waiver of such right or provision and does not affect the right to require any provision to be performed at any time thereafter.

14.7. Electronic Delivery, Notice Policy and Your Consent. By using the Dvuln Platform, you consent to receive from Dvuln all communications including notices, agreements, legally required disclosures, or other information in connection with the Dvuln Platform (collectively, "Contract Notices") electronically. Dvuln may provide the electronic Contract Notices by posting them on the website. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Dvuln Platform.

14.8. Communications. DVULN MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON OR THROUGH THE DVULN PLATFORM OR ANY PLATFORM, WEBSITE, ENVIRONMENT, PRODUCT OR SERVICE LINKED ON OR THROUGH THE DVULN PLATFORM. Dvuln will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, or any Vulnerabilities received by Dvuln or stored on our equipment, transmitted over networks accessed by the Dvuln Platform, or otherwise connected with your use of the Dvuln Platform.

14.9. Entire Agreement. This Agreement, the Researcher Privacy Policy, and Rules of Engagement specific to Research Programs constitute the complete agreement between the parties relating to the subject matter hereof. The Parties agree to execute and deliver such documents and perform all such actions as may be required to give full effect to this Agreement.

14.10. No Outstanding Claims. You hereby acknowledge that you have no outstanding claims of any kind against Dvuln or any Group Company.