Digimune Policies

Digimune Terms

Please click on the desired policy below to navigate to the content.

You can also contact us directly for explanation of our terms and conditions.

Acceptable Use Policy

The platform, software and services that Digimune provides to its customers are powerful tools that assist them in detecting and remediating threats from social, mobile, digital, and collaboration sites and platforms. Although much of this policy repeats points addressed in our agreements for services, we believe these are points worth reinforcing. Accordingly, our customers agree to access and use of the services as follows:

• Use the services in accordance with all applicable laws
  
  
• Not engage in fraud
  
  
• Respect the property rights of others, including copyrights, rights in trademarks, rights of publicity, and other intellectual property and proprietary rights
  
  
• Respect the privacy rights of others, including employees, agents and contractors, and provide all notices to, and receive all consents and authorisations from, individuals in accordance with applicable laws
  
  
• Not authorise any end user under the age of 18 or submit any information of any person under the age of 18
  
  
• Not submit government-issued identification numbers or health, medical, financial, credit card or other payment information
  
  
• Not conduct employment background checks or prepare credit reports
  
  
• Not troll, be abusive or conduct surveillance on individuals or groups
  
  
• Not discriminate against any individual on the basis of race, sex, religion, nationality, disability, sexual orientation or age
  
  
• Not attempt to bypass or break Digimune security mechanisms
  
  
• Not send viruses, worms or other malicious code to Digimune
  
  
• Not, except as may be permitted in agreement for the services, use any automatic means or manual process to copy material from the services
  
  
• Comply with the terms of use, terms of service, rules and policies of Source Platforms in connection with the services.

To avoid any confusion, Digimune does not control Source Platforms or Source Platform Terms of Service, each of which remains subject to change by the applicable Source Platform provider, in some cases without notice.

Source Platform Terms:

• Facebook Terms
• Instagram Terms
• LinkedIn Terms
• Twitter Terms (Non-US Residents)
• Twitter Terms (US Residents)
• Twitter Privacy Policy
• Twitter Developer Agreement & User Protection Terms
• YouTube Terms
• Zoom Terms

This policy is not intended to be exhaustive or as a substitute for common sense and good judgment. If you have questions regarding the appropriate use of any product or service, please contact us at support@digimune.com.

Service Agreement Terms

You represent and warrant that:

• you are at least 18 years of age,
  
  
• that you will only access and use the Digimune services for your own personal, non-commercial purposes,
  
  
• that you have the right, power and authority to enter into an agreement with Digimune.

The agreement becomes binding and effective on you upon the earliest of:

• when you access or use the services,
  
  
• when you click the “I agree” (or similar) button or check box referencing this agreement,
  
  
• when Digimune accepts an order from you,
  
  
• when you enter into a contract or order with a Digimune-authorised reseller, incorporating this agreement. 

Scope:

This agreement sets forth the terms pursuant to which you may purchase, and we will provide, subscription and support services through one or more orders.

Each order will be deemed to incorporate the terms of this agreement and identify, as applicable, the subscription services, support services, service parameters, order term, fees, and other relevant details.

If you purchase through a reseller, such details will be identified in the order placed with us by the reseller, and the reseller is responsible for the accuracy of any such order.

Resellers are not authorised to make any promises or commitments on behalf of us.

Subscription Services:

Subject to this agreement, you or your business affiliates are authorised to access and use the subscription services specified in the order and associated User Guide for the order term solely for your personal or business purposes – depending on the type of subscription purchased.

These authorisations are subject to the service parameters and are limited, non-exclusive and non-transferable.

Support Services:

Subject to this agreement, we provide support services at the plan levels purchased under the order (if any).

You agree to provide us with reasonable information and assistance to facilitate performance of support services.

To the extent we create reports or other works in the course of providing support services. You are authorised to use the reports in connection with purchased subscription services solely for your own personal, or internal business purposes.

Customer Content:

You own all right, title and interest in and to customer content, including all associated Intellectual property rights.

You, on behalf of yourself and your covered affiliates and authorised users, hereby grant us a non-exclusive, royalty-free, right and license during the order term to use, reproduce, transmit, perform, display and store customer content solely for us to fulfil our obligations and provide the subscription services and support services under the order.

We will employ appropriate security measures throughout the order term, taking into account the nature of the information, data and content processed by the subscription services, in accordance with applicable industry practice to protect your data from accidental loss and from unauthorised access, use, alteration or disclosure.

Without limiting the foregoing, we will comply with Data Protection Laws with respect to its use of customer content comprising personal information.

Source Content, Source Platforms & Other Outside Material:

Subject to applicable service parameters, the subscription services support access to source content and may support integrations or connections to source platforms and to other third-party (or your) apps, sites, platforms or material (collectively, but exclusive of any customer content therein).

By accessing or using outside material in, with or through the subscription services, you hereby grant us permission to access and use (and to interoperate with, as necessary) such outside material.

You acknowledge that:

• Our support of integration with, or access or connection to, outside material should not be considered an endorsement of any such outside material;
• We do not control and is not responsible for any outside material;
• outside material may be subject to intellectual property rights, rights of privacy or publicity or other rights that are owned or controlled by third parties, or to legal restrictions and regulations;
• outside material may include defamatory, obscene, abusive or otherwise objectionable content from third parties collected or discovered during the course of providing the Services;
• outside material may include malicious code collected or discovered during the course of providing the services;
• we make no representations or warranties and has no support obligations or liability with respect to any outside material;
• you are and remain responsible for complying with all applicable terms of service, terms of use, policies and licenses governing access and use of source platforms and other outside material. Any changes to source platforms or other outside material, including their availability or unavailability, during the order term do not affect your obligations under this agreement.

Takedown Requests:

If included in purchased support services and requested by you, we will initiate takedown requests with the applicable source platform or other third-party online service provider.

In such case, you hereby grant us, for the order term, a limited, revocable appointment to submit takedown requests on your behalf (or on behalf of any covered affiliate and authorised users). You agree to provide written authorisations upon our request that we can share with the third-party provider(s) to confirm our authority to submit such takedown requests.

You understand that we do not and cannot control the processing of takedown requests by source platforms or other third-party providers, guarantee success, or provide legal advice.

Customer Responsibilities:

You will be solely responsible for:

• providing, installing and maintaining, at your own expense, all equipment, facilities and services necessary to enable authorised users’ access and use of the services;
• providing all notices and receiving all consents and authorisations, including from your employees, agents and contractors, and providers of outside material;
• without limiting the foregoing, providing all notices and receiving all consents and authorisations required under Data Protection Laws, including from your employees, agents and contractors, with respect to the collection, processing, use and disclosure of personal information in connection with the services;
• the accuracy, quality, and legality of customer content;
• ensuring no customer content includes sensitive information;
• ensuring use of the services is in accordance with the Acceptable Use Policy and User Guide only for your (and your covered affiliates’) own personnel, brands, domains, locations, events and assets;
• all activities conducted under its user logins and otherwise for the performance of its and its covered affiliates’ personnel in compliance with this agreement.

You agree to use commercially reasonable efforts to prevent unauthorised access or use of the subscription services, and shall contact us promptly if any logins are lost, stolen or disclosed to an unauthorised person, or if you reasonably believe that the subscription services have been compromised.

Customer Restrictions:

No provision of this agreement includes the right to, and you shall not, directly or indirectly:

• enable any person or entity other than authorised users to access and use the services;
• modify or create any derivative work based upon the services;
• engage in, permit or suffer to continue any copying or distribution of the services;
• reverse engineer, disassemble or decompile all or any portion of, or attempt to discover or recreate the source code for, any software that is part of the subscription services (except to the extent such restriction is limited under applicable law);
• access or use the services, user guide or reports for purposes of competitive analysis or the development, provision or use of competing products or services;
• remove, obscure or alter the Acceptable Use Policy or any proprietary notice related to the services;
• send or store malicious code;
• use or permit others to use the services other than as described in the User Guide, the Acceptable Use Policy and this agreement, or for any unlawful purpose.

Investigation & Suspension:

We reserve the right to investigate potential violations, and to monitor, restrict and remove any customer content or outside material.

In the event that we believe the terms are being violated, in addition to any other remedies available at law or in equity (including termination pursuant to Section 24), we will have the right to suspend, as applicable, authorised users’ access to and use of the services for so long as is reasonably necessary to address the potential violation.

Except in urgent or emergency situations, we will notify you of any such suspension in advance, and work with you in good faith to resolve the potential violation.

In addition, we may report any activity that we reasonably believe violates any law or regulation to law enforcement, regulators or other appropriate party, and may also cooperate with any investigation by such parties.

For clarity, we reserve the right, but does not assume any obligation to you, your covered affiliates or authorised users (except with respect to the Suspension Notice), to take any of the actions described.

Service Improvements, Developments & Analytics:

We may make such changes to any of the services, User Guide and / or ancillary works that we deem necessary or appropriate:

• to comply with applicable law or outside terms of service;
• based on suggestions or feedback from you with respect to the services, User Guide and / or ancillary works;
• to enhance the competitive strength of the services, and the quality, delivery or performance of services.

We may use information related to your use of the services to provide, evaluate, improve and promote our software and services, including to provide authorised users with insights and other reporting.

Except where analytics are used directly for you, we shall de-identify analytics with respect to any personal information, and shall in no event attribute any analytics to you (or any authorised user) without your prior written consent.

The foregoing shall not, however, preclude us from using source content or other outside material that is or becomes publicly available.

Our Proprietary Rights:

We are the sole and exclusive owner of all right, title and interest in and to the services and User Guide and, exclusive of any customer content or customer confidential information therein, ancillary works and feedback, as well as any and all know-how, processes, methods, specifications, inventions, user interfaces, libraries and other technology and materials of any kind that are used or provided by us to you or an authorised user in connection with the services, in all cases together with all associated intellectual property rights.

No title to or ownership of the services or any associated Intellectual property rights is transferred under this agreement and we reserve all rights not otherwise expressly granted in this agreement.

Payments:

You shall pay us the amounts specified in each order, in accordance with its terms and this agreement. Unless otherwise specified in the order, all amounts must be paid upon order.

All amounts shall be fully earned when paid and non-refundable unless:

• an order is terminated early by you (see “Early Termination”);
• this agreement and all orders are terminated early by you pursuant to Force Majeure;
• this agreement and all orders are terminated early by us pursuant to this agreement, in which case you shall not be obligated to pay any additional amounts specified in the applicable orders following the effective date of termination; we will refund you a pro rata share of any unused amounts prepaid by you under the applicable order for the subscription services on the basis of the remaining portion of the current order term.

In all other cases, and regardless of whether you use the services at the levels reflected in the orders or otherwise, you are responsible for paying all amounts specified in the orders through expiration of the applicable order terms.

If you purchase through a reseller:

• You owe payment to the reseller, as agreed between you and the reseller;
• You shall look solely to the reseller for any pro-rated refund (if applicable);
• You acknowledge that we may terminate all of your rights with respect to the services if we do not receive corresponding payment from the reseller.

Renewals:

Unless either party gives the other party written notice of its intention not to renew an order at least 30 days prior to the order’s then current expiration date, the order will automatically renew for additional periods of the same duration as the expiring order.

We both agree that Digimune may increase its prices for services by up to 7% for a renewal order term upon notice to you at least 60 days in advance of such renewal order term. If you object to the increase, then you must notify us of your intention not to renew the order as provided above.

Failure to timely notify us will be deemed to constitute consent to the applicable fee increase.

Confidential Information:

As used in this agreement, “confidential information” means any information disclosed by one party, its affiliates, business partners or their respective employees, agents or contractors that is designated as confidential, either orally or in writing, or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential.

Confidential information includes without limitation:

• information relating to the discloser’s or its affiliates’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs;
• third-party information that the discloser is obligated to keep confidential;
• customer content;
• the terms of this agreement.

However, confidential information does not include any information that:

• was known to the party that receives any confidential information prior to receiving the same from the discloser in connection with this agreement;
• is independently developed by the recipient without reference to or use of the discloser’s confidential information;
• is acquired by the recipient from another source without restriction as to use or disclosure;
• is or becomes publicly available through no fault or action of the recipient.

Confidentiality & Non-Disclosure:

Each party reserves any and all right, title and interest, including any intellectual property rights, that it may have in or to any confidential information that it may disclose to the other party under this agreement.

The recipient shall protect confidential information of the discloser against any unauthorised use or disclosure to the same extent that the recipient protects its own confidential information of a similar nature against unauthorised use or disclosure, but in no event shall use less than a reasonable standard of care to protect such confidential information.

The recipient shall use any confidential information of the discloser solely for the purposes for which it is provided by the discloser.

This section will not be interpreted or construed to prohibit:

• any use or disclosure which is necessary or appropriate in connection with the recipient’s performance of its obligations or exercise of its rights under this agreement;
• any use or disclosure required by applicable law, provided that the recipient uses reasonable efforts to give the discloser reasonable advance notice thereof to afford the discloser an opportunity to intervene and seek an order or other appropriate relief for the protection of its confidential information;
• any use or disclosure made with the consent of the discloser.

In the event of any breach or threatened breach by the recipient of its obligations under this section, the discloser will be entitled to seek injunctive and other equitable relief to enforce such obligations.

Mutual Warranties:

Each party represents and warrants that:

• it has the legal authority to enter into this agreement, to grant the rights granted by it under this agreement and to perform its obligations under this agreement;
• it is duly organised, validly existing and in good standing under the laws of the jurisdiction of its organisation;
• the execution of this agreement by its representative whose signature is set forth at the end of this agreement has been duly authorised by the party.

Subscription Services Warranty:

We warrant to you that, during the order term:

• the subscription services will perform and provide functionality substantially in accordance with the User Guide;
• any changes to the subscription services will not materially decrease the functionality of the subscription services as of the effective date of the applicable order.

Our sole liability, and your sole and exclusive remedy, for any breach of the warranties under this section will be, in our sole discretion and at no charge to you:

• to use commercially reasonable efforts to correct the alleged defect or otherwise repair, replace or provide a workaround for the non-conformity, or if we are unable to do so;
• to allow you to terminate the applicable order(s), in which case we will issue a pro-rated refund.

The warranties under this section do not apply to the availability of the subscription services.

In addition, the warranties do not extend to Outside Changes, Force Majeure Events, Free Services, or any use of the services other than in accordance with this agreement and the User Guide, Acceptable Use Policy, outside terms and order.

Support Services Warranty:

Subject to the warranty exceptions, we warrant to you that, during the order term, we will perform all support services included under the order in a professional and workmanlike manner in accordance with generally recognised industry standards for similar services.

Our sole liability, and your sole and exclusive remedy, for any breach of the warranties under this section will be, in our sole discretion, and at no charge to you, to re-perform the non-conforming support services, provided you notify us in writing of any alleged non-conformity within 20 days of delivery of the applicable support services.

General Disclaimers:

Except as expressly provided in this agreement, neither party makes any warranty or guarantee of any kind, whether express, implied, statutory, or otherwise. Each party specifically disclaims all warranties, whether implied, express, or statutory, including any implied warranty of title, merchantability, fitness for a particular purpose, or non-infringement, and all warranties arising from course of dealing, usage or trade practice, to the maximum extent permitted by applicable law.

Service Disclaimers:

Except for the express warranties and the availability commitment, all services and materials are provided “as is”.

We make no warranty of any kind that the services, User Guide or ancillary works, or results of the use thereof will:

• meet your or any other person’s requirements;
• operate without interruption;
• achieve any intended result;
• be compatible, work with or continue to work with outside material;
• be error-free.

We assume no liability or responsibility for personal injury or property damage resulting from the use of our services.

Term – Survival:

Unless terminated early in accordance, the term of this agreement will continue through the expiration or earlier termination of the last order to be in effect.

The provisions set forth in the sections, and any other right or obligation of the parties in this agreement that, by its nature, should survive termination or expiration of this agreement, will survive any expiration or termination of this agreement.

Early Termination:

We may terminate any order or suspend services upon written notice to you, if you fail to pay any amount due under the order, and such failure continues more than 10 days after our delivery of written notice.

In addition, either party may terminate this agreement and all orders, effective on written notice to the other party, if the other party materially breaches this agreement, and such breach (if capable of cure) remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach.

Notwithstanding any provision of this agreement to the contrary, we may without penalty or liability and with or without notice, modify or discontinue its provision of free services at any time and, to the extent you are using only free services, immediately terminate this agreement.

Effect of Termination:

Upon expiration or earlier termination of an order:

• all rights granted to you with respect to services under such order will terminate effective as of the effective date of termination;
• we will have no obligation to provide services to you or authorised users after the effective date of the termination;
• you will pay us any amounts payable for your and any authorised user’s use of services through the effective date of the termination, together with all other amounts in accordance with the order.

Post-Order Termination Data Export & Deletion:

Following your request made no later than 10 days from the effective date of termination of an order, we will make available to you an export in CSV or other mutually agreed format of source content collected through your use of the subscription services and customer content that, in each case, was accessible to authorised users through the subscription services immediately prior to termination.

Following such 10-day period, we shall have the right to delete all accessible data in accordance with our deletion policies and procedures and your expressly consents to such deletion.

Indemnification by Customer:

You agree to defend, indemnify and hold harmless our company, its affiliates and their employees, agents, contractors, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including without limitation attorneys’ fees) arising out of or related to any claim, suit, action or proceeding by a third party, including personnel, arising out of or relating to customer content or any use of the services other than in accordance with this agreement and the User Guide, Acceptable Use Policy and order, including without limitation your violation of applicable outside terms or applicable law.

Indemnification by Digimune:

We agree to defend, indemnify and hold harmless you, your covered affiliates and their personnel, officers and directors, from and against any and all losses arising out of or related to any action by a third party alleging that use of the services in accordance with this agreement and the User Guide, Acceptable Use Policy and order infringes or misappropriates such third party’s Intellectual property rights.

If the services become, or in our opinion are likely to become, the subject of a customer infringement claim, we may in its discretion and at its own expense:

• obtain for you the right to continue using the services;
• modify the services so that they no longer infringe or misappropriate;
• terminate this agreement and all orders and issue a pro-rated refund.

We will have no liability for any customer infringement claim to the extent it arises from:

• your breach of this agreement;
• customer content, source content or other outside material;
• our compliance with an authorised user’s or your instructions;
• continued use of the subscription services after we notifies you to discontinue use due to an customer infringement claim.

The foregoing states our entire liability and your exclusive remedies for any claim of intellectual property rights infringement or misappropriation.

Indemnification Limitations & Procedure:

Your or our indemnitee shall promptly notify the other, in writing of any action for which it seeks indemnification and cooperate with the indemnifying party at the indemnifying party’s expense.

The indemnifying party shall promptly take control of the defense and investigation of such action and shall employ counsel of its choice to handle and defend the same, at the indemnifying party’s expense.

An indemnitee may participate in and observe the proceedings at its own expense with counsel of its own choice.

A party’s failure to perform any obligations under this section will not relieve the indemnifying party of its obligations, except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced as a result of such failure.

The indemnifying party shall not settle an action without the indemnified party’s written consent if such settlement shall require action or payment by the indemnified party.

Notwithstanding any provision of this agreement to the contrary, our obligations do not apply to your use of free services.

Limitations of Liability:

To the fullest extent permitted by applicable law, except as otherwise provided in this section:

• In no event shall either party, its affiliates or their employees, agents, contractors, officers or directors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation, damages for business interruption, loss of profits, goodwill, use, data or other intangible losses arising out of or relating to this agreement.
• In no event shall either party’s cumulative and aggregate liability under this agreement exceed the fees paid to us by you under the applicable order, including prior orders for the same services, in the 12 months preceding the event giving rise to the liability. The exclusions and limitations in this section, including the cap, apply whether the alleged liability is based on contract, tort, negligence, strict liability or any other basis, even if the non-breaching party has been advised of the possibility of such damage. The exclusion shall not apply to a party’s indemnification obligations, breach or your payment obligations to us under this agreement.

Hosting & Other Ordinary Course Providers:

In the ordinary course of our business, we use third-party service providers to support the provision of the services generally, i.e., not specifically for you.

In addition, we may provide services through one or more affiliates.

We reserve the right to engage and substitute ordinary course providers and affiliates, as it deems appropriate, but shall remain responsible to you for the provision of the services and the actions and omissions of our ordinary course providers and affiliates undertaken in connection with this agreement.

For clarity, providers of source platforms and other outside material shall not be deemed ordinary course providers for any purpose under this agreement.

Publicity:

Neither party shall issue or release any announcement, statement, press release or other publicity or marketing materials relating to this agreement or, unless expressly permitted under this agreement, otherwise use the other party’s marks or logos without the prior written consent of the other party; provided however that we may include your company’s name and logo in our lists of customers, our public website and other promotional material.

Force Majeure:

Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this agreement, for any failure or delay in fulfilling or performing any term of this agreement, when and to the extent such failure or delay is caused by acts of God; flood, fire or explosion; war, terrorism, invasion, riot or other civil unrest; embargoes or blockades in effect on or after the date of this agreement; or national or regional emergency, in each case, provided:

• the event is outside the reasonable control of the affected party;
• the affected party provides prompt notice to the other party, stating the period of time the occurrence is expected to continue;
• the affected party uses diligent efforts to end the failure or delay and minimise the effects of such Force Majeure event.

Independent Parties;  No Third Party Beneficiaries:

The parties expressly understand and agree that their relationship is that of independent contractors.

Nothing in this agreement shall constitute one party as an employee, agent, joint venture partner or servant of another.

This agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this agreement.

Assignment:

Each party may assign this agreement in connection with any merger, consolidation or reorganisation involving such party (regardless of whether a surviving or disappearing entity), or a sale of all or substantially all of a party’s business or assets relating to this agreement to an unaffiliated third party.

Subject to the foregoing, neither party may assign this agreement, whether by operation of law or otherwise, without the other party’s prior written consent, and any purported assignment in violation of this section is void.

This agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

Anti-Corruption & Export Compliance:

You shall, in connection with this agreement:

• comply with applicable laws relating to anti-bribery and anti-corruption, which may include the US Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010;
• comply with applicable laws administered by the U.S. Commerce Bureau of Industry and Security, U.S. Treasury Office of Foreign Assets Control or other governmental entity imposing export controls and trade sanctions, including designating countries, entities and persons;
• not directly or indirectly export, re-export or otherwise deliver services to a sanctions target, or broker, finance or otherwise facilitate any transaction in violation of any export laws.

You represent that you are not a sanctions target or prohibited from receiving services pursuant to this agreement under applicable laws, including export laws.

U.S. Government Customers:

The services, User Guide and ancillary works are provided to the U.S. government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the services and those materials.

If you are, or any authorised user is using services on behalf of the U.S. government and these terms fail to meet the U.S. government’s needs or are inconsistent in any respect with federal law, you and your authorised users must immediately discontinue use of the services.

The terms listed above are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.

Governing Law – Venue:

The parties agree that both the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (“UCITA”) are specifically excluded from application to this agreement.

Except to the extent the issue arising under this agreement is governed by United States federal law, this agreement shall be governed by and construed and enforced in accordance with the laws of the State of Maryland, without giving effect to the choice of law rules of that State (and without application of UCITA).

Any legal action or proceeding arising under or relating to this agreement shall be brought exclusively in the state or federal courts located in Baltimore, Maryland, USA, and the Parties expressly consent to personal jurisdiction and venue in those courts.

Miscellaneous:

This agreement, together with all orders, and the Acceptable Use Policy, is the complete and exclusive statement of the agreement between the parties and supersedes all proposals, questionnaires and other communications and agreements between the parties (oral or written) relating to the subject matter of this agreement.

Any terms and conditions of any other instrument issued by you in connection with this agreement, which are in addition to, inconsistent with or different from the terms and conditions of this agreement shall be of no force or effect.

Additionally, this agreement supersedes any confidentiality, non-disclosure, evaluation or trial agreement previously entered into by the parties with respect your or an affiliate’s evaluation of the services or otherwise with respect to the services.

Except as otherwise provided, this agreement may be modified only by a written instrument duly executed by authorised representatives of the parties.

The failure of us to exercise or enforce any condition, term or provision of this agreement will not operate as a waiver of such condition, term or provision. Any waiver by either party of any condition, term or provision of this agreement shall not be construed as a waiver of any other condition, term or provision.

If any provision of this agreement is held invalid or unenforceable, the remainder of the agreement shall continue in full force and effect. The headings in this agreement are for reference only and shall not affect the interpretation of this agreement.

For purposes of this agreement, the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; the word “or” is not exclusive; and the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this agreement as a whole.

Notices:

Notices required or permitted to be given under this agreement shall be in writing and shall be deemed to be sufficiently given:

• one business day after being sent by overnight courier to the physical address on the order;
• three business days after being sent by registered mail, return receipt requested, to the physical address on the order; or
• one business day after being sent by e-mail to, in your case, the e-mail address for you on the order, or, in our case, to accounts@digimune.com (provided that the sender does not receive a response that the message could not be delivered or an out-of-office reply and any notice for an indemnifiable action must be sent by courier or mail, Either party may change its address(es) for notice by providing notice to the other in accordance with this section.

Definitions:

Acceptable Use Police
Our standard Acceptable Use Policy

Affiliate
With respect to a party, a business entity that directly or indirectly controls, is controlled by or is under common control with, such party

Control
The direct or indirect ownership of more than 50% of the voting securities of a business entity

Applicable Laws
Any and all governmental laws, rules, regulations or orders that are applicable to a particular party’s performance under this agreement

Authorised User
Your individual employee, agent or contractor or a covered affiliate for whom subscriptions to subscription services have been purchased pursuant to the terms of the applicable order and this agreement, and who have been supplied user credentials for the subscription services by you or the covered affiliate (or by us at your or a covered affiliate’s request)

Customer Content
Information, data and content originating with you (or an authorised user) that you or an authorised user submits to the subscription services, including customer-specific configurations and rules, or provides to us for the provision of support services

Free Services
Any aspects of the services that are free and do not require payment, such as beta features or functionality or, in the case of a free trial or unpaid proof of concept, the services themselves

Intellectual Property Rights
Any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world

Malicious Code
Viruses, worms, time bombs, trojan horses and other harmful or malicious code, files, scripts, agents or programs

Order
A separate written order for services pursuant to this agreement entered into by you (or a contracting affiliate) and us or if you have purchased through a reseller, placed by the reseller with us for you.

Order Term
With respect to each order, the initial subscription term for the subscription services specified in the applicable order and all renewal order terms, if any

Party
Us or you (or any contracting affiliate that enters into an order)

Personal Information
Information relating to an identified or identifiable natural person, such as name and online identifier, that is protected by applicable laws with respect to privacy where the individual resides

Sensitive Information
Personal information that is subject to specific or heightened requirements under applicable law or industry standards, such as government-issued identification numbers, protected health information under U.S. Health Insurance Portability and Accountability Act, non-public personal information under the U.S. Gramm-Leach-Bliley Act, cardholder data under the PCI Data Security Standard, and special categories of personal data and personal data relating to criminal offenses under the EU General Data Protection Regulation

Service Parameters
Criteria with respect to services specified in the associated order and User Guide, such as numbers of business brands, social media accounts or domains eligible for protection through the subscription services, source platforms and types of source content supported under the purchased subscription, and the number of social or web takedown requests available

Services
Collectively, the subscription services and support services

Source Content
Data, content or other material available from a source platform

Source Platform
An app, site or platform hosted by a third party (or by you) that allows its users to share and store data, content and other material, such as sites for social networking and microblogging and sites that support blogs, reviews, surveys and comments. Depending on the applicable service parameters, source platforms could include, for example, Facebook and Instagram.

Subscription Services
Our cloud-hosted social media and digital risk protection software-as-a-service solutions. The term subscription services does not include source platforms or other outside material.

Support Services
Implementation, configuration, training, support, managed security, takedown requests and other consulting services purchased by you under an order

Takedown Request
A request submitted by you to a source platform or other online service provider on your behalf to remove data, content or other material that violates applicable law, infringes intellectual property rights or otherwise violates applicable outside terms

User Guide
Our standard user guide for the subscription services

Changes to this Agreement:

We may update or modify this agreement from time to time.

If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (by, for example, sending an e-mail to the billing contact you designate in the applicable order or by posting through the subscription service).

If we modify the agreement during an order term, the modified version will be effective immediately upon the start of the next renewal order term. In this case, if you object to the updated agreement, as its sole and exclusive remedy, you may choose not to renew, including cancelling any terms set to auto-renew.

For the avoidance of doubt, any order is subject to the version of the agreement in effect at the time of the order.