Online Brand Protection

By using the Services, you, as the customer (“Customer”) are acknowledging your use of such Services is subject to these Terms, and that they form a binding agreement with OpSec. These Terms shall apply unless and to the extent that you, as the Customer, have a written agreement superseding them.

1. Services and Limited License

Solely in connection with such Services, OpSec grants to Customer a non-exclusive, non-transferable, limited license to use OpSec trademarks, service marks and other proprietary or confidential information related to the Services (collectively, the “Proprietary Information”). Customer may not use any of the Proprietary Information, including pricing for the Services or investigative reports, for sale, resale, publication or distribution, except as may be reasonably necessary in connection with the Services. Customer acknowledges OpSec’s ownership of the Proprietary Information and agrees that Customer shall not, by the use of the Proprietary Information or the Services rendered to Customer, acquire any right, title or interest in the Proprietary Information. Customer shall not take any actions which infringe, misappropriate or are inconsistent with OpSec’s ownership in the Proprietary Information. All rights to the Proprietary Information not expressly granted to Customer under these Terms are reserved to OpSec.

OpSec may from time to time be required to make certain revisions or enhancements to the Services. In such event, OpSec will promptly notify Customer by email.

2. Use of Services

Customer shall be responsible for any misuse or abuse of any user ID, password or other security measure provided by OpSec to Customer. Customer may access and use the Services only for lawful purposes and agrees to comply with all applicable federal, state, local and international laws, rules, regulations and statutes pertaining to the Services. Except as expressly provided herein, Customer will not: (i) sell, lease, assign, sublicense or transfer the Services , (ii) duplicate, reproduce or copy the Services, (iii) disclose, divulge or otherwise make the Services available to any third-party, (iv) use the Services except as authorized by these Terms, (v) where these Terms specifies a Permitted Purpose for a Service, not use that Service for any purpose other than the Permitted Purpose; or (vi) decompile, disassemble or otherwise analyze the Services for reverse engineering purposes. Customer may not permit any third-party to have access to the Services or to the Proprietary Information.

Customer may only make use of the Services for lawful purposes. Customer agrees that it shall establish and maintain the highest standard of ethical business practices and warrants that it shall maintain full compliance with all laws (including statutes and binding or precedential court rulings), regulations, government directives, and administrative rules applicable to the Services. Such compliance shall include, but is not limited to, full compliance with all privacy, data security, bribery, competition, and antitrust law, including, by way of example (and as applicable) the General Data Protection Regulation (EU) 2016/679; the UK Data Protection Act 2018; the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020; the UK Bribery Act 2010; and U.S. Foreign Corrupt Practices Act of 1977, as amended.

3. Fees for the Services and Payment Terms

Customer agrees to pay the fees for the Services set forth in any Exhibit, SOW or Amendment (“Fees”) under the payment terms set forth therein. Unless otherwise provided in a governing SOW or Amendment, all Fees shall be paid to the billing address reflected on the respective invoice. Each year, unless otherwise agreed in writing, OpSec may increase the Fees applicable to the Services with respect to any SOW or Amendment by the greater of: (i) the Consumer Price Index for All Urban Consumers (Unadjusted) for the twelve preceding months, as published by the U.S. Bureau of Labor Statistics; or, (ii) five percent (5%). A late charge equal to the lesser of one percent (1%) per month or the maximum rate allowable by law will be applied to all Fees which remain unpaid after more than thirty (30) days.

In addition to the Fees set forth in any Exhibit, SOW or Amendment, Customer agrees to pay reasonable data storage and transfer charges set by OpSec (“Data Charges”), which Data Charges may be adjusted with ninety (90) days prior written notice, and which shall not to exceed one hundred twenty-five percent (125%) of the AWS S3 rates (“U.S. West”) published on the amazon.com website, which rates are used for reference purpose only.

4. Termination

OpSec may immediately discontinue providing Services to Customer in the event that Customer: (i) fails to pay any Fees for the Services within thirty (30) days following written notice of such failure; or (ii) makes use of the Services for an unlawful purpose or as otherwise prohibited by these Terms. Any such termination shall not relieve Customer from its payment obligations for the Fees and Customer will not receive any refunds or credits for Fees paid prior to the effective date of such termination. In the event of such termination, OpSec may, in addition to the discontinuation of Services and the collection of all Fees for the Services, pursue any remedy legally available as a result of such termination.

5. Limited Warranty and Disclaimers

OpSec warrants that the Services will be performed in a professional, workmanlike manner in conformance with applicable law and that the Services will not infringe upon or misappropriate any third-party’s intellectual property (the “Limited Warranty”). Except with respect to the non-infringement warranty, the Limited Warranty shall expire with respect to each of the Services one (1) year after completion of the applicable Services. OpSec agrees to cure, replace, or refund the applicable Services, at its option, for any confirmed breach of the Limited Warranty.

EXCEPT FOR THE LIMITED WARRANTY, OR AS MAY BE OTHERWISE EXPRESSLY STATED IN THE EXHIBITS, OPSEC DISCLAIMS ALL OTHER WARRANTIES IN CONNECTION WITH THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. OpSec does not warrant that the Services or data related to the Services will be uninterrupted, complete, or error-free, and does not provide any legal opinions or legal advice with respect to the Services or the results of searches performed by OpSec as part of the Services. Customer understands that OpSec will exert commercially reasonable efforts to determine the validity of information provided to Customer as part of the Services, but that OpSec cannot guarantee the accuracy or completeness of such information. Use of all information gathered through the Services shall be at Customer’s own risk. The provision of oral advice and/or written information to Customer by OpSec, its employees, agents and third-party providers shall not create a warranty or license except as expressly stated in these Terms or the Exhibits.

6. Limitation on Liability

OpSec shall not be liable for any injury, loss, claim, liability, or damage of any kind, including, without limitation, reasonable attorneys’ fees, expert fees, settlement costs (collectively, “Losses”) resulting from any misuse, errors or omissions relating to the Services or the unavailability or interruption of the Services, including without limitation, those arising from the acts of third parties; except where such Losses (i) arise as a direct result of OpSec’s gross negligence or intentional misconduct, and (ii) do not constitute special, punitive, consequential, incidental or other indirect damages, including lost profits, even if OpSec has been advised of the possibility thereof. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN THESE TERMS, THE AGGREGATE LIABILITY OF OPSEC ARISING OUT OF ANY LOSSES SHALL NOT EXCEED TWICE THE AMOUNT PAID BY CUSTOMER FOR THE SERVICES DURING THE FIRST YEAR OF THE SERVICE PERIODS RELATING TO THE SERVICE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

7. Indemnity

OpSec shall indemnify, defend and hold harmless Customer, its affiliates, officers, directors, employees and agents, from and against any Losses (i) which arise from a third-party claim based on claims that the Services infringe upon or misappropriate such third-party’s intellectual property, or (ii) Losses which are a direct result of OpSec’s gross negligence or intentional misconduct and do not constitute special, punitive, consequential, incidental or other indirect damages, including lost profits, even if OpSec has been advised of the possibility thereof. For avoidance of doubt, the foregoing shall constitute OpSec’s sole indemnification obligations. As a condition of OpSec’s indemnification obligations set forth hereinabove, Customer shall notify OpSec within thirty (30) days of its becoming aware of any such third-party claim and OpSec shall control the defense of such claim; provided, however, that OpSec shall not have any right, without Customer’s written consent, to settle any such claims unless such settlement includes a full release of Customer.

Customer shall indemnify, defend and hold harmless OpSec, its affiliates, officers, directors, employees, and agents, from and against any Losses which arise from a third-party claim based on Customer’s breach of any representation or warranty contained in these Terms, as well as any Losses arising out of or in connection with any Services requested by Customer under these Terms, unless if caused by the gross negligence or willful misconduct of OpSec. As a condition of Customer’s indemnification obligations herein, OpSec shall notify Customer within thirty (30) days of its becoming aware of any such third-party claim and Customer shall control the defense of such claim; provided, however, that Customer shall not have any right, without OpSec’s written consent, to settle any such claims unless such settlement includes a full release of OpSec.

8. Reimbursement for Litigation Support

In the event that OpSec is required to participate in or support any litigation, arbitration, investigation, or other legal proceeding arising from or in connection with the Services, whether under subpoena, request by Customer, or otherwise, Customer will reimburse OpSec for all of its reasonable expenses incurred therefor, including all attorney’s fees and expenses and employee time. Employee time will be billed at OpSec’s then standard rate, or three hundred and seventy-five dollars ($375) per hour, whichever is higher. The foregoing obligation of reimbursement will not apply to any expenses that OpSec is required to pay under Section 7 hereinabove.

9. Confidentiality

Customer agrees that, during the Term and for a period of three (3) years thereafter, any information of a confidential or proprietary nature (“Confidential Information”): (i) will not be disclosed to any third-party, unless required by law or with prior written consent; (ii) will be treated with a high degree of care in order to preserve its confidentiality; (iii) will not be used except to perform the Services hereunder; and (iv) will remain the property of the disclosing party. These provisions do not apply to information that: (i) is publicly known by the public through no wrongful act of Customer; (ii) had previously been made available to the Customer on a non-confidential basis from a third-party; (iii) is independently developed; or (iv) was in the Customer’s possession prior to its being disclosed. Without limitation on the foregoing, the prices, Fees, terms of these Terms, and format of any reports or documents generated in connection with the Services shall be deemed OpSec’s Confidential Information and may not be shared with any third-party, consultant, or agent without OpSec’s express prior written approval. For avoidance of doubt, this Section 9 shall not be construed to limit or supersede any confidentiality obligations existing contractually between the parties (through a non-disclosure agreement or otherwise) or as a matter of law.

10. Miscellaneous

10.1 Representations and Warranties
Customer represents and warrants to OpSec that: (i) the acceptance of these Terms does not and will not violate any agreement to which Customer is a party or by which it is otherwise bound; (ii) when executed and delivered by such party, these Terms will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (iii) that OpSec makes no representations, warranties or agreements related to the subject matter hereof which are not expressly provided for in these Terms.

10.2 Notices
All notices required under these Terms shall be in writing and shall be delivered or sent by email or other electronic means, personal delivery, or by courier or postal delivery with delivery confirmation, to the party to be served at its normal place of business or such other address for service as it may from time to time notify to the other party under this Section 10.2.

With respect to OpSec, all such required notices shall be in writing and shall be delivered by personal delivery, or by courier or postal delivery with delivery confirmation, to OpSec Online LLC, 3540 E. Longwing Ln., Ste. 300, Meridian, Idaho 83646 Attention: Legal, and by email with delivery confirmation to legal@opsecsecurity.com, or to such other address(es) as may be designated by OpSec after any time hereafter in writing.

10.3 Force Majeure
Nonperformance by either party shall be excused during the period of any event rendering performance beyond the reasonable control of the nonperforming party, to include, without limitation, acts of God, telecommunications or power outages, strikes, riots, acts of war or terrorism, natural disasters, epidemics, or governmental action (“Force Majeure Event”), and neither party shall be liable for any Losses resulting from the other party’s delay or failure to perform any part of its obligations under these Terms, excepting payment obligations, to the extent such delay or failure is caused by the Force Majeure Event and not through any negligence or intentional act by the responsible party.

10.4 Severability
In the event that any provision of these Terms is found invalid or unenforceable under applicable law, such provision will be enforced to the maximum extent permissible so as to apply the intent of the parties, and the remainder of these Terms shall remain in full force and effect. The unenforceable/invalid provision shall be replaced with one that is valid and enforceable and which achieves, to the extent possible, the original objectives and intent of the parties. The terms and conditions of each SOW and Amendment to these Terms shall be incorporated into these Terms by this reference. Should any direct conflict arise between the terms of these Terms, the terms and conditions of the respective SOW or Amendment shall govern.

10.5 Successors & Assigns
This Agreement shall bind and inure to the benefit of each Party’s permitted successors and assigns. This Agreement shall not be assigned voluntarily, by operation of law or otherwise, without the Parties’ prior written consent; provided that either Party may, without the other Parties’ consent, assign this Agreement in connection with any sale, merger or other business combination involving all or substantially all of its stock, other ownership interests or assets. The terms of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the permitted respective successors and assigns of the Parties hereto.

10.6 Waiver
Either party’s failure, at any time, to require performance by the other party, or to claim a breach of any provision of these Terms, shall not be construed as a waiver of any right or remedy accruing there under; nor shall any waiver of any breach or obligation constitute a waiver of any subsequent breach or obligation. A waiver of any right accruing to either party will not be effective unless provided in writing. The rights and remedies of the parties shall be cumulative and not exclusive of any other rights or remedies provided by law or otherwise.

10.7 Choice of Law; Jurisdiction; Venue
These Terms shall be construed by and governed in accordance with the laws of the State of Delaware without regard to its choice-of-laws principles. The parties agree and acknowledge that the state and federal courts located in the New Castle County, State of Delaware shall have sole and exclusive jurisdiction over any disputes arising under these Terms. Each party hereto consents and agrees to the exercise of personal jurisdiction by such courts, and waives any objection to venue, including for forum non conveniens. No court may apply the law of any foreign country for any purpose whatsoever. The parties further agree that that any notice, document or complaint in any such action may be served on it by delivery to the addresses first identified above.

10.8 Attorneys Fees
If any litigation or dispute arises out of these Terms, the prevailing party shall be entitled to recover its costs and expenses of such action and reasonable attorneys’ fees in addition to any other relief to which it is entitled. In determining “reasonable attorney’s fees,” the court or tribunal determining the prevailing party shall set an attorneys’ fees award that so far as possible shall make the prevailing party whole, considering the actual attorney’s fees paid or incurred. Furthermore, in the event of a default in payment of an obligation hereunder, the injured party may also recover its costs of collection, including attorneys’ fees related to such collection.

10.9 Solicitation of Employees
Both parties agree that, for the duration of the Term, neither party shall employ or attempt to employ or divert any person involved in the performance of the Services; provided, however, that notwithstanding the foregoing, either party may employ or attempt to employ: (i) any person who is no longer employed by the other party at the time of first contact, or (ii) any person responding to a general solicitation of employment not specifically directed at employees of the other party.

10.10 Tax Obligations
All taxes, duties, fees and other governmental charges of any kind (including sales and use taxes, but excluding taxes based on the gross revenues or net income of OpSec) which are imposed by or under the authority of any government or any political subdivision thereof on the Fees for any of the Services provided by OpSec to Customer under these Terms shall be Customer’s sole responsibility and shall not be considered a part of, a deduction from, or an offset against, the Fees. Customer acknowledges that no additional documentation, including purchase order or tax certificate is necessary for payment of the Fees under these Terms.

10.11 Use of Name & Marks
For the duration of the Term, OpSec and its corporate affiliates shall hold a non-exclusive, non-transferrable license to use Customer’s name and any of Customer’s trademarks in any advertising or promotional material for the purpose of identifying Customer as an OpSec customer. Such license may be revoked by Customer with reasonable notice of not less than ninety (90) days.

10.12 Expiration of SOW or Amendment
OpSec may, in its sole discretion and upon Customer’s request (which request may be made informally), continue to provide the Services to Customer for a period not to exceed forty-five (45) days after the expiration of any agreement for Services (including any SOW or Amendment) (the “Courtesy Continuity”). It is of the essence of the Courtesy Continuity that all terms and conditions of these Terms shall apply. Upon conclusion of the Courtesy Continuity, Customer agrees to pay the full Fees that would otherwise be applicable hereunder, as well as an administrative charge.

10.13 Additional Provisions
These Terms may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one instrument. These Terms constitutes the entire agreement and understanding of the parties with respect to the subject matter thereof, and supersedes all prior discussions, proposals, agreements, and understandings, whether written or oral, between the parties. Except as expressly set forth in these Terms, these Terms may not be modified, amended or waived except pursuant to a written document signed by an authorized officer of each party. Any revision to the scope of Services shall be governed by a written SOW or Amendment to these Terms, as the case may be, signed by the parties. These Terms shall bind and inure to the benefit of each party’s permitted successors and assigns.

Last Revision Date: October 22, 2024