Before using AXUR’s PRODUCTS/SERVICES, it is necessary that you, the individual person representing the CUSTOMER, read, understand and agree to these terms.
You declare that you have all powers and / or authorizations necessary to accept and contract AXUR’s PRODUCTS/SERVICES on behalf of the CUSTOMER, and it is not possible to claim ignorance.
AXUR: AXUR, INC., based at 601 Brickell Key Drive, Suite 901, Miami, FL, 33131, United States.
CUSTOMER: legal entity identified in the CONTRACT with access and authorization to use the contracted product or service.
CONTRACT or AGREEMENT: the formalization of the contract containing technical, commercial and / or financial specifications of the PRODUCTS/SERVICES offered by AXUR to the CUSTOMER. Commercial proposals, purchase orders or any authorizations to start are considered a CONTRACT.
DATA SUBJECT: Natural person(s) to whom the personal data being handled refer.
PARTIES: both AXUR and CUSTOMER.
PRODUCT(S)/SERVICE(S): every product(s) and/or service(s) made available by AXUR to the CUSTOMER.
2.1. This instrument regulates conditions for the use of PRODUCTS/SERVICES and is a contract between the CUSTOMER and AXUR. The use of our services expressly indicates that the CUSTOMER agrees with all the terms and conditions contained in this instrument and with the legal provisions applicable to such instruments.
2.2. The CUSTOMER understands and agrees that AXUR will consider the use of the PRODUCTS/SERVICES as acceptance of these terms and of all other relevant legal provisions.
3. AXUR’s obligations
As a result of this contract, AXUR undertakes to:
3.1. Make the PRODUCTS/SERVICES available within the periods and parameters established in the CONTRACT, observing ethical-professional precepts and accepted recommendations for proper technique, in accordance with regulations and with relevant legislation.
3.2. Provide full technical assistance, as well as clarifications regarding concerns related to the PRODUCTS/SERVICES, in accordance with the contracted support plan.
4. CUSTOMER’s obligations
As a result of this contract, the CUSTOMER undertakes to:
4.1. Take full responsibility for access and use of the PRODUCTS/SERVICES.
4.2. Not allow third parties to access PRODUCTS/SERVICES without written authorization from AXUR.
4.2.1. If the CUSTOMER grants access to the PRODUCTS/SERVICES to third parties, the CUSTOMER will remain responsible for all acts or omissions of the third parties.
4.3. Tell AXUR the name of an employee to serve as a contact for the PRODUCTS/SERVICES.
4.4. Take responsibility for the information passed to AXUR and only request monitoring of data or brands that are owned by him, or that have the proper authorization for their treatment.
4.4.1. If the CUSTOMER does not own the brand or the monitored data, it must be held civilly and criminally responsible for any acts or requests passed on to AXUR.
4.5. It is the CUSTOMER’s responsibility to obtain the consent of the DATA SUBJECT, when necessary, regarding the receipt and processing of personal data contained in the information originating from the PRODUCT/SERVICE.
4.6. The CUSTOMER must not use the PRODUCTS/SERVICES for any illegal, defamatory, discriminatory, abusive, offensive, pornographic, obscene, aggressive, injurious, vexing, deceptive, libelous, violent, vulgar, or harassing, threatening or use purposes or means false identity, that is, any misuse that could harm AXUR or any third party.
5. Legal disengagement
5.1. No form of company, association, mandate, representation, agency, consortium, joint responsibility, employment bond or employment relationship regulated by the Labor Laws in force is herein established between AXUR and the CUSTOMER.
6. Liability limitation
6.1. AXUR's liability is limited to direct damage caused by AXUR to the CUSTOMER, provided that the act, action or omission of AXUR does not result from an order, request or authorization from the CUSTOMER. In no event will AXUR be liable for lost profits, indirect, special, incidental, punitive or consequential damages.
6.2. The CUSTOMER declares that it is responsible for the protected content (trademarks or information of its executives) and that it has full legitimacy to request its monitoring, as well as the removal of pages that it deems, in its sole discretion, to be infringers of this content.
6.3. The CUSTOMER acknowledges that the CUSTOMER is aware that AXUR provides services for the removal of such content (“Takedown”) and acts only as a facilitator and intermediator for the Takedown request, and that therefore any damage caused to third parties due to a requested Takedown will be the CUSTOMER’S sole and full responsibility.
6.4. Any and all actions, notifications or requests for content removal that the CUSTOMER deems to be in violation will be the civil or criminal responsibility of the CUSTOMER. AXUR disavows any obligation or responsibility for requesting the reactivation of content that may have been removed exclusively due to CUSTOMER error.
7. Intellectual property
7.1. In accordance with the provisions contained in Law 9.609/98 (Intellectual Property of Computer Program), Law 9.610/98 (Copyright) and Law 9.279 / 96 (Industrial Property), the material used and developed during the provision of this service (sources, computer programs, manuals, projects, new products, among others) are the property of Axur.
7.2. The reports generated by AXUR and sent to the CUSTOMER during the provisions of the CONTRACT will be property of the CUSTOMER, and the CUSTOMER must observe the obligations of secrecy and confidentiality that may be described in each report.
7.3. AXUR guarantees that the services, the content resulting from them, and the pre-existing content owned by it do not infringe any intellectual property or image rights of third parties. However, in the same proportion, AXUR will not be, under any circumstances: (i) liable, civilly or criminally, for any damages resulting from the loss of the CUSTOMER’s intellectual property rights, or even forfeiture, extinction of records, both in the sphere administrative, as well as judicial; (ii) liable, civilly or criminally, for damages resulting from image crisis due to services, when it occurs at the CUSTOMER’s command or order; and (iii) liable for any damages to third parties, when the damage, due to the services, occurs by order or command of the CUSTOMER.
7.4. Unless otherwise stipulated in the CONTRACT, the CUSTOMER authorizes AXUR to link the CUSTOMER’s business name and logo to AXUR’s site and/or advertising materials, with no financial consideration due from AXUR to the CUSTOMER.
8.1. The PARTIES, their respective representatives and contractors, administrators, employees, service providers, consultants and third parties undertake to maintain confidentiality regarding all commercial, technical, legal, financial documents and information, among others related to this CONTRACT (the “Confidential Information”) provided by any of the PARTIES, in relation to this CONTRACT or in any other way related to it, under penalty of indemnity determined in court.
8.2. Confidential Information, for the purposes of this CONTRACT, will not be considered: (i) those that are or will become public knowledge without violation of this CONTRACT; (ii) those that are, previously to the signature of this CONTRACT, proven to be known by one of the parties or that had already been disclosed by the disclosing party; (iii) those received by one of the parties from a third party(ies) that has disclosed them on a non-confidential basis.
8.3. If a party is legally obliged to disclose any information that is part of the Confidential Information, the obliged party must promptly send the other party written notification in this regard, so that it has time to, when appropriate, propose the appropriate defense, the precautionary measure or other appropriate remedy, in order to avoid the need to disclose Confidential Information, in whole or in part.
8.4. The confidentiality commitment will last for 5 (five) years after the end of this CONTRACT.
9.1. The PARTIES declare knowledge of the provisions contained in any applicable legislation on the protection of personal data and must adapt its business rules and security standards to the premises of the data protection laws, respecting the applicable rules in relation to the treatment of the processed personal data, taking into account the relevant legal bases for the treatment.
9.2. The obligations mentioned above apply to data transmitted by the CUSTOMER to AXUR, not including public data or data obtained by AXUR whose revealing source is not the CUSTOMER.
10. Term and adjustment
10.1. The CONTRACT will take effect when formalized. Formalization will be made possible in one of the following scenarios: (i) the signing of a contract; (ii) the signing of a commercial proposal; (iii) a purchase order is sent by the CUSTOMER; (iv) mere authorization to start, via e-mail.
10.2. The CONTRACT will remain active until termination by either PARTY, unless otherwise provided in the CONTRACT.
11. Termination and penalties
11.1. This CONTRACT may be terminated accordingly formally stated in the negotiation between the PARTIES. In the absence of formalization in this sense, the CONTRACT may be cancelled by either of the PARTIES, without penalty, with written advance notice of 30 (thirty) days. In this case, payment will be made that is proportionate to the use of the products/services until the effective date of the contract’s termination.
11.2. The CONTRACT can also be terminated at the discretion of the innocent party:
(i) by giving written notice, in the event of nonfulfillment by one of the PARTIES of contractual provisions or law if such is not remedied within a period of 10 (ten) days starting from the receipt of written notification sent by the innocent party;
(ii) regardless of notification, in the event of requests for judicial or extrajudicial settlement, dissolution or bankruptcy by either of the PARTIES;
(iii) regardless of notification, in the event of the sale of the CUSTOMER’s corporate control;
(iv) by giving written notice, in the event of any infractions to any law practiced by one of the PARTIES and not remedied within a period of 10 (ten) days starting from the receipt of written notification sent by the innocent party.
11.3. Once the CONTRACT has been terminated, the CUSTOMER’s access will be deactivated within 7 (seven) days. Once the CONTRACT has been ended, AXUR will not retain any data files generated during the use of the products/services.
12. Anticorruption Practices
12.1. The PARTIES must observe, fulfill and/or cause to fulfill by themselves, their Affiliates (controlling, controlled entities, subsidiaries or companies under joint control) and Agents (directors, members of the executive board, any third Parties, including consultants or service providers) any and all Anticorruption Laws, as applicable, and must abstain from practicing any wrongful conduct, including but not limited to: (i) using illegal resources for contributions, donations or representation expenses or other illegal expenditures related to political activities; (ii) making illegal payments, direct or indirect, to employees or civil servants, political parties, politicians or political candidates (including their family members), domestic or foreign; (iii) practicing any acts to obtain or maintain any improper business, transaction or business advantage; (iv) violate any provision of any law or regulation, domestic or foreign, against the practice of corruption or acts that are detrimental to the public administration.
12.2. To this end, the Parties must: (i) maintain internal policies and procedures that ensure full compliance with the Anticorruption Laws; (ii) inform all their professionals and collaborators of such regulations; (iii) abstain from practicing acts of corruption and acting in a manner detrimental to public administration, domestic or foreign; (iv) communicate immediately to the other Party, who can take all measures deemed necessary, if they become aware of any act or fact that violates the above-mentioned regulations.
13. Price and method of payment
13.1. The CUSTOMER will pay AXUR the amounts determined in the CONTRACT.
13.2. If payment is delayed, an additional penalty of 2% (two percent) and proportionate interest of 1% (one percent per month) will be due, without prejudice to the suspension of the products/services.
14. General provisions
14.1. Since the nature of AXUR's services is to alert its customers to any security incidents that may affect them, the CUSTOMER is aware and understands that AXUR will be able to strictly inform its affected customer base of data from available security incidents publicly on the internet, without any distinction by origin, service, ownership or domain, according to the scenarios below:
- Public exposure: when a criminal publicly exposes CUSTOMER’s data that also involves other AXUR’s customers, whose source of leakage is unknown. In this case, all customers involved in the leakage will be notified immediately.
- Restricted exposure: when a security incident occurred at the CUSTOMER is exploited by a criminal. If the incident contains data from other AXUR’s customers, they will be informed 48h (forty-eight hours) after the CUSTOMER is informed. If the incident does not contain data from other AXUR’s customers, no other customers will be informed.
14.1.1 In the same way, the CUSTOMER will be informed of any security incidents that have occurred with other AXUR’s customers and that, perhaps, may impact it.
14.2. AXUR reserves the right to exclude, without compensation and without prior notice, any data that may violate what was stipulated here or the applicable legal provisions.
14.3. Omitted cases, as well as supervening issues and possible changes in the terms and conditions contracted, will be resolved by mutual agreement between the PARTIES.
14.4. This CONTRACT obliges the PARTIES, by themselves and their successors, and cannot be assigned or in any way transferred to third parties, totally or partially, by any of them, without the prior and written consent of the other.
14.5. In the event of an economic-financial imbalance, the values of this contract should be discussed between the PARTIES.
14.6. The PARTIES undertake to expressly communicate any change in their registration data, under penalty of being considered valid and duly received any communication addressed containing the previous registration data.
14.7. The PARTIES acknowledge that, when electronically signing the CONTRACT, they are duly bound to its terms, in accordance with the legislation in force.
Last update on May 4th, 2021.