Terms & Conditions

This Master Platform and Services Agreement ("Agreement") is entered into as of the date of the Order Form that incorporates the terms of this Agreement by reference, by and between AFTRDRK LLC ("AFTRDRK") and Customer.

The Order Form, its Annexes, Exhibits, and Schedules, and these Terms constitute one agreement (the "MPSA").

AFTRDRK and Customer are sometimes referred to jointly as the "Parties" or singularly as a "Party."

Recitals

WHEREAS, AFTRDRK provides cyber threat intelligence services, including but not limited to, threat intelligence analysis, data acquisition, and investigative services; and

WHEREAS, Customer desires to engage AFTRDRK to provide such services, which may include access to the DRKCACHE platform or other related services;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

Definitions

For the purposes of this Agreement, the following definitions shall apply:

• "Attribute" refers to a customized configuration within the DRKCACHE platform that defines a set of queries that are triggered by specific Indicators.
• "Authorized User" means any individual or entity that is authorized by Customer to access and use the Services, Solutions, or DRKCACHE platform, including but not limited to employees, contractors, and agents of Customer.
• "Course of Action" means a recommendation or proposed action provided by AFTRDRK, which may be generated by AFTRDRK's AI technology or recommended by AFTRDRK's experts, as a result of a Detection made by the Platform, including but not limited to recommended actions to be taken by Customer or tasks to be performed by AFTRDRK.
• "Detection" means a notification generated by the DRKCACHE platform when it identifies a correlation between one or more data sets and the Indicators input into an Attribute. A detection includes the raw data element, a summarization of that data element, a qualitative risk score, and proposed Courses of Action.
• "DRKCACHE" or "Platform" means the cyber threat intelligence platform provided by AFTRDRK.
• "Indicator" means a specific piece of data or information provided by Customer to AFTRDRK, which is used as input to an Attribute to identify or detect a potential cyber threat or risk.
• "Order Form" means the document that outlines the specific services and fees associated with this Agreement.
• "Mobilization" means a unit of effort allocated by AFTRDRK to undertake a specific course of action, or a proposed course of action, on Customer's behalf, as outlined in the applicable Statement of Work or Order Form.
• "Services" means the services provided by AFTRDRK to Customer, as outlined in the Statement of Work or Order Form.
• "Solutions" means the technology-enabled solutions provided by AFTRDRK to Customer, which may include but are not limited to, the DRKCACHE platform and other related services, as outlined in the applicable Statement of Work.
• "Statement of Work" means the document that outlines the scope of work, timelines, and deliverables for specific services.

License Restrictions

2.1 AFTRDRK grants to Customer a non-exclusive, non-transferable license to access and use the DRKCACHE platform and Services, solely for Customer's internal business purposes.

2.2 Customer shall not:

• Use the DRKCACHE platform or Services for any purpose other than as specifically authorized in this Agreement;
• Share or disclose any information or data obtained from the DRKCACHE platform or Services to any third party, except as specifically authorized in this Agreement;
• Modify, reverse engineer, or attempt to derive the source code of the DRKCACHE platform or Services;
• Use the DRKCACHE platform or Services in a way that could damage, disable, overburden, or impair the Platform or services.

2.3 Ownership: Customer acknowledges that AFTRDRK owns all right, title, and interest in and to the Services, Documentation, and Intelligence, including all Intellectual Property Rights therein. "Intellectual Property Rights" means all present and future intellectual property rights, including copyrights, trademarks, patents, trade secrets, and other proprietary rights.

2.4 Feedback and Analytics: Customer and its Authorized Users may provide AFTRDRK with Feedback, which includes opinions, suggestions, or other information related to the Services. AFTRDRK may also collect anonymized Analytics data. Customer assigns to AFTRDRK all right, title, and interest in and to Feedback and Analytics, and AFTRDRK shall own all such Feedback and Analytics.

Intelligence Sharing

3.1 Customer grants AFTRDRK the ability to share anonymized intelligence provided by Customer.

3.2 AFTRDRK shall not disclose any Confidential Information of Customer to any third party, except as specifically authorized in this Agreement.

3.3 Exception to Confidentiality Obligation: Notwithstanding the provisions of Section 3.2, AFTRDRK may disclose Confidential Information of Customer to law enforcement or in response to a valid subpoena or other legal process, provided that AFTRDRK gives Customer prior written notice of such disclosure, to the extent practicable.

Fees and Payment Terms

4.1 Customer shall pay AFTRDRK the fees outlined in the Order Form.

4.2 Payment terms shall be as set forth in the Order Form.

4.3 AFTRDRK reserves the right to change its pricing and payment terms at any time, upon written notice to Customer.

4.4 Autorenewal: This Agreement shall automatically renew for successive terms unless either party gives written notice of termination at least as specified in the Order Form.

Force Majeure

5.1 If AFTRDRK is unable to provide services due to a cyberattack on its Platform or systems, a natural disaster, or a widespread outage or disruption of critical infrastructure, AFTRDRK shall notify the customer in writing and shall use its best efforts to mitigate the impact of the event.

5.2 Neither party shall be liable for any failure or delay in performance of its obligations under this Agreement due to circumstances beyond its reasonable control, including natural disasters, wars, civil disturbances, acts of terrorism, governmental actions or regulations, labor disputes or strikes not caused by the party's actions or omissions, and unforeseen events or circumstances that are beyond the party's control and could not have been reasonably anticipated or mitigated. This clause shall not apply to events that are within the customer's control, such as a cyberattack on the customer's own systems or infrastructure. Notwithstanding the foregoing, Customer shall remain obligated to pay all invoices due under this Agreement, regardless of any Force Majeure event. Each party shall use reasonable efforts to minimize the duration and consequences of any failure or delay in performance resulting from a Force Majeure event.

Attributes and Detections

6.1 Customer Responsibility: Customer shall be responsible for providing and maintaining accurate and up-to-date Indicators to AFTRDRK. Customer shall inform AFTRDRK of any changes to the indicators that could materially impact the efficacy of detecting correlations.

6.2 AFTRDRK's Role: AFTRDRK shall use its technology to detect correlations between one or more data sets and the indicators provided by Customer and input into the Attributes that are part of the solution purchased by Customer. AFTRDRK shall not be responsible for the accuracy or completeness of the Indicators provided by Customer or for any detections that are not generated as a result of those Indicators. AFTRDRK's detection capabilities are limited to the scope of the Solution purchased by Customer, and AFTRDRK shall not be obligated to detect or report on matters outside the scope of that Solution.

Courses of Action

7.1 Disclaimer: Customer acknowledges that Courses of Action are provided "as-is" and "as-available" without warranties of any kind, express or implied. AFTRDRK does not guarantee the effectiveness or appropriateness of any Course of Action.

7.2 Customer Responsibility: Customer is responsible for reviewing and evaluating each Course of Action to determine its suitability and feasibility. Customer shall not rely solely on AFTRDRK's Courses of Action and shall use its own judgment and expertise in making decisions.

7.3 AFTRDRK's Role: AFTRDRK's role is limited to providing Courses of Action as recommendations. Customer may utilize their allocated Mobilizations to take action on a Course of Action, and may purchase additional Mobilizations as needed. AFTRDRK shall not be responsible for the implementation or execution of any Course of Action, unless explicitly agreed upon in writing by the parties, which may include, but is not limited to, a written agreement, an email, or an acceptance of a Course of Action through the Platform.

7.4 Limitation of Liability: AFTRDRK shall not be liable for any damages or losses arising from or related to Courses of Action, including but not limited to any errors, omissions, or inaccuracies contained therein, or any failure to achieve the desired outcome or result.

AI-Generated Content

8.1 Definition: "AI-Generated Content" means any content, including but not limited to text, images, audio, and video, that is generated or created by AFTRDRK's AI technology, including but not limited to summarization, translations, sentiment analysis, analytic interpretation, reporting, optical character recognition, and other AI-powered features.

8.2 Disclaimer: Customer acknowledges that AI-Generated Content is provided "as-is" and "as-available" without warranties of any kind, express or implied. AFTRDRK does not guarantee the accuracy, completeness, or reliability of AI-Generated Content.

8.3 Limitation of Liability: AFTRDRK shall not be liable for any damages or losses arising from or related to the use of AI-Generated Content, including but not limited to any errors, omissions, or inaccuracies contained therein.

Confidentiality

9.1 Definition of Confidential Information: "Confidential Information" of a Party means any information disclosed by such Party ("Disclosing Party") to the other Party ("Receiving Party") during the Term that is marked as confidential or that the Receiving Party should reasonably understand is proprietary or confidential to the Disclosing Party. Confidential Information of a Disclosing Party does not include information that (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was available to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) is received from a third party that owes no contractual or fiduciary obligations of confidentiality to the Disclosing Party; or (iv) is independently developed by the Receiving Party. Notwithstanding any other provision of this Agreement to the contrary, Customer understands and agrees that threat intelligence sourced by AFTRDRK and provided to its customers or to other entities does not constitute Confidential Information of Customer.

9.2 Obligations: During the Term and for five (5) years afterward (except with relation to trade secrets for which such survival period with respect to each such trade secret shall be the lesser of (i) perpetuity, and (ii) the date upon which such trade secret enters the public domain or is otherwise publicly available), neither Party shall disclose the other Party's Confidential Information to a third party without the other Party's prior written consent and shall only share same with need-to-know personnel who have undertaken confidentiality obligations no less strict than those set forth in this Agreement. If a Receiving Party is required by applicable law to disclose the Disclosing Party's Confidential Information, the Receiving Party may do so to the minimum extent required by law; provided, that it gives the Disclosing Party prior written notice to enable the Disclosing Party to seek a protective order or otherwise prevent the disclosure. In the event of a breach of this Section 9.2, the Parties agree that their respective remedies at law are inadequate, and each Party consents to equitable enforcement of its confidentiality obligations without the other Party being required to show irreparable harm.

9.3 Handling of Confidential Information: The Receiving Party shall take reasonable measures to protect the Confidential Information of the Disclosing Party, including but not limited to, storing Confidential Information in a secure location and limiting access to Confidential Information to need-to-know personnel.

9.4 Return or Destruction of Confidential Information: Upon request by the Disclosing Party, the Receiving Party shall return or destroy all Confidential Information received from the Disclosing Party, except to the extent that retention is required by law or for legitimate business purposes.

Limitation of Liability

10.1 Except for Customer's liabilities in connection with Customer's gross negligence, wilful misconduct, breach of its confidentiality obligations, violation of applicable law, and indemnification obligations: No party shall be liable to the other party for incidental, consequential, indirect, special or punitive damages of any kind including, without limitation, loss of revenue, profit, reputation or goodwill with respect to claims asserted on the basis of contract, tort or any other theory of liability, arising out of or relating to the Services or this Agreement ("Claims"), regardless of whether a party was advised of or had reason to know of or actually knew of the possibility of such damages. With the exception in indemnity obligations, AFTRDRK's aggregate liability with respect to a claim, regardless of the cause of action, shall not exceed the amounts paid and payable to AFTRDRK by Customer in connection with the Services during the twelve-month period preceding the date that a claim arises. These limitations of liability shall apply notwithstanding any failure of essential purpose of any limited remedy. None of the exclusions or limitations of liability set forth in this article shall apply to Customer's indemnification obligations set forth herein or to claims arising out of breaches of confidentiality, license restrictions, intelligence sharing, fees and payment, or Sections 7 and 8.

Waiver of Trial by Jury

11.1 Each party hereby knowingly, voluntarily, irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, or relating to, this Agreement and any of the agreements delivered in connection herewith.

Waiver of Class Action Type Relief

12.1 All claims brought by Customer or an Authorized User must be brought in the Customer's or Authorized User's individual capacity, and not as a class member or plaintiff in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless AFTRDRK agrees otherwise, the arbitrator may not consolidate more than one Customer's or Authorized User's claims.

Indemnification

13.1 Indemnification by Customer: Customer shall defend, indemnify, and hold harmless AFTRDRK, its parents, affiliates, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to Customer's breach of this Agreement, Customer's combination of the Services or Solutions with any other product or services, Customer's use of the Services or Solutions other than in strict compliance with this Agreement or related instructions, or Customer's violation of law, or fraud or willful misconduct.

Disclaimer of Warranties

14.1 Without prejudice to any representations or warranties set forth in this Agreement, the Services and Solutions are provided "as is" and "as available" and AFTRDRK makes no warranty with respect to the Services and Solutions or in connection with this Agreement and hereby disclaims any and all express, implied or statutory warranties, including but not limited to any warranties of title, merchantability, non-infringement, fitness for any particular purpose, accuracy, completeness, timeliness, error-free operation and any warranties arising from a usage of trade, course of performance or course of dealing. To the extent that AFTRDRK may not disclaim any warranty as a matter of law, the scope and duration of such warranty shall be the minimum permitted by law.

Governing Law

15.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law. Any disputes arising out of or related to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, as amended from time to time, with one arbitrator appointed by mutual agreement of the parties. The arbitration shall be conducted in the English language and shall take place in Delaware.

The Parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards given by the arbitrator shall be final and conclusive. All such controversies, claims, or disputes shall be settled in this manner in lieu of any action at law or equity. This arbitration provision is made pursuant to a transaction involving interstate commerce and shall be governed and enforceable under the Federal Arbitration Act (the "FAA"), 9 U.S.C § 1 et seq., and to the extent state law is applicable, the laws of Delaware govern this Agreement.

Notwithstanding anything to the contrary in this Agreement, either party may seek to vacate, modify, or appeal an arbitral award if the arbitrator has committed clear error. For purposes of this provision, "clear error" shall mean an error of law or fact that is obvious, indisputable, and materially affects the outcome of the decision. This exception shall not be construed to limit any grounds for vacatur, modification, or correction of an arbitral award under applicable law, including but not limited to the Federal Arbitration Act, 9 U.S.C. § 10.

In any proceeding to confirm or enforce any arbitration award, the Parties consent to the jurisdiction and venue of the state and federal courts located in Delaware. The Parties waive any defense of personal jurisdiction, venue, forum non conveniens or the like in any such proceeding. Nothing in this Agreement shall prevent a Party from domesticating, recording, or otherwise seeking to enforce any judgment or award in any jurisdiction where the other Party's (or Parties' respective) assets or income may be located or may be otherwise subject to lien, attachment, garnishment, seizure, replevin, foreclosure, or any other remedy available under applicable law for the satisfaction of any judgment or award.

If for any reason this arbitration clause becomes not applicable then each party, (i) to the fullest extent permitted by applicable law, hereby irrevocably waives all right to trial by jury as to any issue arising out of or relating to this Agreement or any other matter involving the parties, and (ii) submits to the exclusive jurisdiction and venue of the federal or state courts located in Delaware and each party agrees not to institute any such action or proceeding in any other court in any other jurisdiction.

Miscellaneous

16.1 Amendments and Modifications: No amendment or modification to, or waiver of, any provision of this Agreement shall be effective unless set forth in writing and signed by authorized representatives of both Parties.

16.2 Waiver: Failure of one Party to require performance of the other Party on one occasion shall not affect the right to require performance later, and a waiver of any provision of this Agreement once shall not constitute a waiver of any future obligation.

16.3 Severability: If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. Any such provision shall be replaced with an enforceable provision that affects the Parties' intent as closely as possible.

16.4 Entire Agreement: This Agreement constitutes the entire understanding and agreement of the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements relating to the same.

16.5 Counterparts and Electronic Signatures: This Agreement may be executed in one or more counterparts, each of which is deemed an original, and all of which together constitute one Agreement. Each Party consents to the use of electronic signatures and the exchange of counterparts in digital form.

16.6 Authority: Each Party represents and warrants that it has the right, power, and authority to enter into this Agreement, to discharge its obligations hereunder, and that the person executing this Agreement on its behalf is duly authorized to bind such Party to this Agreement.