
Terms and Conditions
Effective Date: April 19, 2023
Introduction
Please read the following
carefully. This Terms of Service Agreement governs your use of
our website (the “Site”) and related products and services, including any
content or information provided as part of the Site or such related products, services or websites (collectively with the Site, the
“Services”), which are owned or operated by Raxis, LLC, a Delaware limited liability corporation (“Raxis”, “us”, “our”
or “we”).
This Agreement may apply to you individually, the
business or other legal entity user you represent, or both. If you are using
the Site or Services on behalf of a company or other legal entity, you hereby
represent and warrant that you have the authority to enter into This Agreement
on behalf of such entity. By accessing,
registering for or using the Services, you: (1)
acknowledge that you have read and understand This Agreement; (2) agree to be
bound by them in their entirety, and (3) are entering into a legally binding
agreement with us. As used in This Agreement and unless separately identified
as applicable to either an individual or entity, “you” and “your”
refer to both you individually and the entity on behalf of which you are
entering into This Agreement.
By accessing or using the
services, you signify that you have read the Agreement and that you understand
and agree to be bound by the Agreement.
If you have not read the Agreement, do not understand or agree to be
bound by the Agreement, or are not able to consent to be bound by the agreement
(e.g., if you are not old enough to enter into a binding legal contract), do
not use our Services.
note that disputes about this
agreement or relating to the Services generally must be resolved by binding
arbitration and on an individual basis only. See Section 20 for more details.
1.
Description of
Service
Raxis is a technology-enabled services company provides organizations
with a clear view of their IT security posture through top quality penetration
testing services. The specific features
and functionality of our Services are dynamic and may change from time to
time.
We reserve complete and sole discretion with respect to the operation
of our Services. We reserve the right to
change terms and warranties without notice.
We also reserve the right to withdraw, suspend, or discontinue any
functionality or feature of our Services at any time.
2.
Other Terms
Applicable to Your Use of the Services
Additional terms may be applicable to your use of our
Services, including the following:
· Privacy Policy. All personal information you
submit to us and/or we collect from your use of the Services is held and used
in accordance with our Privacy Policy.
Please see our Privacy https://raxis.com/resources/privacy for a
detailed description of how we collect, use, and disclose information about our
users.
This Agreement, together with our Privacy Policy https://raxis.com/resources/privacy,
and all applicable Raxis rules and policies constitute the “Agreement” between
you and Raxis regarding your use of our Services.
3.
Scope and
Acceptance
Anyone who accesses or uses our Services is a
“user.” The Agreement sets forth your
rights and obligations as a user with respect to your access to and use of our
Services and use of any and all information or data of any kind arising from
access to, or use of, our Services, including, without limitation, any text,
graphics, sound recordings, audio, video, and art work.
We reserve the right, at our sole discretion, to
change this Agreement (including the Privacy Policy) from time to time, without
prior notice (as further described in Section 18 below). You should review the Agreement each time you
access our Services. Your access to our
Services is deemed to be your acceptance of the Agreement, and any changes
thereto, in place at the time you access the Services.
4.
Access
If you are accessing or using our Services on behalf
of any business, organization, or other entity of any kind, you represent and
warrant that you are authorized (a) to accept these terms on its behalf and (b)
to bind such business, organization, or entity to the Agreement.
The Services is not intended or authorized for use by
persons under the age of eighteen (18). By using the Services, you represent
and warrant that you are eighteen (18) years of age or older and that you agree
to and agree to abide by all of the terms and
conditions of the Agreement. If we
believe that you are under the age of eighteen (18) or that you are not old
enough to consent to and be legally bound by the Agreement, we may, at any
time, in our sole discretion, and with or without notice: (i)
terminate your access to or use of the Services (or any portion, aspect, or
feature of it), or (ii) delete any content or information that you have posted
through the Services.
We reserve the right to deny access to our
Services at our discretion and for any reason, including any breach of the
Agreement.
5.
Account
Information and Security
In order to use the Services, we may ask you to create an account
and select a password and/or provide us with certain personal information. This information will be held and used in
accordance with our Privacy Policy. You
agree that you will provide us with accurate, complete, and updated information
on your account. You are responsible for maintaining the security of your
account. We recommend that you do not share your account details or your
password with others. You are solely responsible for any activity in your
account, whether or not authorized by you, including
purchases made using any payment instrument.
Please notify us immediately of any actual or suspected loss, theft,
fraud, or unauthorized use of your account or account password.
6.
Inaccuracies on
the Services
A possibility exists that the Services could include
inaccuracies or errors and that additions, deletions, and alterations could be
made to the Services by unauthorized third-parties. Although we attempt to ensure the integrity
of the Services, it makes no guarantees as to the completeness, correctness, or
accuracy of the Services or any of the content on the Services. If you believe any portion of our Services
includes an error or inaccuracy, please notify us.
7.
Proprietary
Rights in Content in our Services
As between you and Raxis, Raxis owns and
retains all proprietary rights in the Services. The Services contain
proprietary content and information of Raxis and its licensors (such materials
and content includes, but is not limited to, the
design, layout, artwork and other elements of the Services and any text, audio,
video, logo, information, data, software, documentation, services or any other
materials contained on the Services) (“Raxis Content”) and is protected by
copyright and other intellectual property laws. You may view, download, print,
and copy the Raxis Content on the Services for your own personal, informational
use, provided that (i) you do not modify the Raxis
Content and (ii) you retain all copyright and propriety notices originally
contained in the Raxis Content on any copies.
Nothing herein shall be construed as granting any license or right to
use the Services or any materials contained on the Services, including any Raxis
Content, except as expressly provided herein.
You acknowledge that we will aggressively enforce our
intellectual property rights with respect to the Raxis Content to the fullest
extent of the law, including, without limitation, the seeking of
criminal prosecution.
8.
User Feedback
Any feedback, comments, ideas, improvements or suggestions (collectively, “Suggestions”)
provided by you to us with respect to the Services shall remain the sole and
exclusive property of Raxis. We shall be
free to use, copy, modify, publish, or redistribute the Suggestions for any
purpose and in any way without credit or compensation to you.
9.
Permitted
Use
In connection with the use of our Services, you may
not:
· alter or modify our Services, or make any electronic
reproduction, adaptation, distribution, performance, or display of our
Services, or any portion thereof, except to the extent required for the limited
purpose of reviewing material on our Services;
· sell, rent, lease, transfer, distribute, broadcast,
display, provide, or otherwise assign to any third party any rights to our
Services, or related materials;
· remove or modify any proprietary notice or labels on
our Services, or related materials, including author attribution and copyright
notices, or use any of our trademarks as meta-tags on any other website or application;
· use our Services for any non-authorized commercial
purpose or any illegal purpose;
· copy, modify, erase, or damage any information
contained on computer servers used or controlled by Raxis or any third party;
· use our Services to violate any legal right of any
third party, including any publicity or privacy right, copyright, or other
intellectual property right, or to take any action that is harassing, libelous,
defamatory, abusive, tortious, threatening, harmful, or otherwise objectionable;
· access or use any password-protected, secure, or
non-public areas of our Services, or access data on our Services not intended
for you, except as specifically authorized in writing by us;
· impersonate or misrepresent your affiliation with any
person or entity;
· use any automated means to access or use our Services,
including scripts, bots, scrapers, data miners, or similar software, or display
our Services, or portions thereof, in things (e.g., framing, scraping, etc.),
without our express written permission;
· attempt to or actually disrupt, impair, interfere
with, alter, or modify our Services, or any information, data, or materials
posted and/or displayed by Raxis;
· attempt to probe, scan, or test the vulnerability of
our Services or breach any implemented security or authentication measures,
regardless of your motives or intent; or
· attempt to interfere with or disrupt access to or use
of our Services by any user, processor, host, or network, including, without
limitation, by submitting a virus, worm, Trojan horse, or other malicious code;
or
· post any content to the
Services that: (i) includes any profane, obscene,
defamatory, discriminatory, threatening, menacing, harassing, or violent
content; (ii) depicts or suggests nudity or sexual acts; (iii) promotes hatred,
including against members of a protected group under federal, state, or local
law (such as, for example, a group defined by race, gender, or national
origin); (iv) is objectively shocking or disgusting; (v) depicts or suggests
presently occurring illegal activity; (vi) includes unlicensed proprietary
content of a third party, including, e.g., third-party content protected by
copyright or trademark for which you do not have a license; (vii) breaches any
duty of confidentiality you may have to a third party (e.g., discloses private
information about a third party without consent); or (viii) is contrary to our
mission.
10.
User Content
We may, at our sole discretion, permit
users to post, upload, publish, submit, or transmit photos, diagrams, text,
testimonials, reviews, videos, sounds, images, or information (collectively,
“User Content”). By making available any
User Content on or through the Site, you hereby grant us a worldwide,
irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with
the right to sublicense, use, view, copy, adapt, modify, distribute, license,
sell, transfer, publicly display, publicly perform, transmit, stream,
broadcast, access, view, and otherwise exploit such User Content on, through, or by means of the Services. We do not claim any ownerships rights in any
such User Content and nothing in this Agreement will be deemed to restrict any
rights that you may have to use and exploit such User Content. You acknowledge and agree that you are solely
responsible for all User Content that you make available through the
Services. Accordingly, you represent and
warrant that: (i) you either are the sole and
exclusive owner of all User Content that you make available through the
Services or you have all rights, licenses, consents, and releases that are
necessary to grant to us the rights in such User Content, as contemplated under
this Agreement; (ii) neither the User Content nor your posting, uploading,
publication, submission, or transmittal of the User Content or our use of the
User Content (or any portion thereof) on, through, or
by means of the Services will infringe, misappropriate, or violate a
third-party’s patent, copyright, trademark, trade secret, moral rights, or
other proprietary or intellectual property rights, or rights of publicity or
privacy, or result in the violation of any applicable law or regulation, and
(iii) all User Content complies with the Permitted Uses enumerated above in
Section 9 of this User Agreement. In addition,
you agree that we may review or monitor this User Content and may remove or
alter any materials that you submit in its sole discretion at any time for any
reason.
11.
Third Party
Properties Referred to on the Services
Our Services may refer to physical venues,
geographical sites, websites on the Internet, and/or products or services that
are not under the control of or maintained by us (“Third Party Properties”). Unless expressly stated to the contrary, such
references do not constitute an affiliation with or endorsement by us of any
such Third Party Properties. You acknowledge that we are providing any
references to such Third Party Properties to you
solely as a convenience to you, and you agree that we are not responsible for
any injury, harm, damages, or negative experience you may encounter by
accessing, visiting, or using such Third Party Properties. We do not endorse or make any representations
about any Third Party Properties. If you access, visit, or use any Third Party Properties referred to on our Services, you do
so at your own risk.
Our Services may contain materials submitted by third
parties. Any such materials are provided
solely as a convenience to you. Unless
expressly stated to the contrary, we have not tested or evaluated these
materials and does not endorse or make any representations about these
materials or your use thereof. If you
use any of the third party materials, you do so at
your own risk. In no event shall we be
liable for any loss, claim, damages, or costs that may arise in connection with
your use of these materials.
12.
Availability of
the Services
It is not possible to operate our Services with 100%
guaranteed uptime. We will make
reasonable efforts to keep our Services operational. However, certain technical
difficulties, routine site maintenance and upgrades, and other events may, from
time to time, result in interruptions to or outages of our Services. In addition, we reserve the right at any
time, and from time to time, to modify or discontinue (on a temporary or
permanent basis) certain functions of our Services, with or without
notice. You agree that we shall not be
liable to you or to any third party for any direct or indirect consequence of
any modification, suspension, discontinuance of, or interruption to our
Services.
13.
Disclaimer
You expressly agree that access to and use of OUR Services
IS at your sole risk. OUR Services is
provided on an “as is” and an “as available” basis. We do not make, and hereby disclaim, any
representations or warranties, express, implied, or statutory, regarding (a) OUR
Services; and (b) any products and services offered through OUR Services, or
any portion thereof, including (without limitation) implied warranties of
merchantability, fitness for a particular purpose, title, non-infringement of third party rights, and any warranties arising by course of
dealing or custom of trade. we make no
representation or warranty that any material, content, products, or services
displayed on or offered through OUR Services are accurate, complete,
appropriate, reliable, or timely. We
also make no representations or warranties that OUR Services will meet your
requirements, or that your access to and use of OUR Services will be
uninterrupted or error-free, free of viruses, malicious code, or other harmful
components, or otherwise will be secure.
Some jurisdictions do not allow the exclusion of certain warranties.
Accordingly, some of the above exclusions may not apply to you.
14.
Limitation of
Liability
To the maximum extent
permitted by applicable law and notwithstanding any other provision of this
Agreement, in no event shall Raxis or any of its affiliates, officers,
employees, agents, contractors, successors, or assignees be liable to you or any of your partners,
officers, employees, agents, contractors, successors, or assignees for any
indirect, special, incidental, exemplary, punitive, or consequential damages,
whether arising in contract, equity, tort, or otherwise (including breach of
warranty, negligence, and strict liability in tort), including, without
limitation, damages arising from delay, loss of goodwill, loss of or damage to
data, interruption in use or availability of data, loss of use of money or use
of products, lost profits, revenue or savings (actual or anticipated), or other
economic loss ensuing from or in connectiON with (a) the Services; or (b) any
products and services offered through the Services, or any portion thereof,
even if We or any of our affiliates has been advised of the possibility of such
damages. These limitations shall apply
notwithstanding the failure of the essential purpose of any limited remedy.
if, Despite the foregoing
limitation of liability for damages, a court or other tribunal of competent
jurisdiction decides to award monetary damages to you for any claim or cause of
action arising from the same, the amount of monetary damages for such claim or
cause of action shall be no greater than one hundred U.S. dollars ($100).
15.
Indemnity
You understand and agree that
you are personally responsible for your behavior in connection with the Service
AND USE OF the SERVICES. You agree to
indemnify, defend, and hold harmless Raxis, its parents, subsidiaries, and
affiliates, and its and their respective directors, officers, partners,
employees, agents, contractors, successors, and assigns from and against all
claims, demands, lawsuits, damages, liabilities, losses, costs, or expenses
(including, but not limited to, reasonable fees and disbursements of counsel
and court costs), judgments, settlements, and penalties of every kind arising
from or relating to your user content, any violation of this agreement, and any
activity related to your use of the Services.
16.
Termination
You agree that we may, in its sole discretion and
without prior notice, terminate your access to or use of any of our Services at
any time and for any reason, with or without cause.
17.
Copyright
Infringement
We take copyright violation very seriously and will vigorously protect
the rights of legal copyright owners. We may remove material
from the Services that appears in our sole discretion to infringe upon the
intellectual property rights of others and we will
terminate the access rights of any repeat infringer. If you believe a work protected by a U.S.
copyright you own has been posted on this Services without authorization, you
may notify our copyright agent, and provide the following information:
·
a physical or
electronic signature of the person authorized to act on behalf of the copyright
owner;
·
identification of
the copyrighted work or works claimed to have been infringed;
·
a detailed
description of the material you claim is infringing, together with information
sufficient to enable us to locate it, including the URL where the infringing
material appears;
·
your name,
mailing address, telephone number, and e-mail address;
·
a statement by
you that you believe in good faith belief that the copyrighted material
identified is being used in a manner that is not authorized by the copyright
owner, its agent or the law; and
·
a statement by
you that the above information is accurate and, under penalty of perjury, that
you are authorized to act on behalf of the owner of the copyright allegedly
infringed.
To notify
us of claimed copyright infringement, please contact:
2870 Peachtree Road, Suite #915-8924,
Atlanta, GA 30305 USA
infosec@raxis.com
18.
Modifications and Updates
At any time and in our sole discretion, we may add,
delete, or modify the Agreement or the Services or any functionality provided
through the Services. Should you deem
any such addition, deletion, or modification to the Agreement unacceptable, you
shall stop accessing, and/or using the Services. All changes to the Agreement shall be
effective immediately.
We may also from time to time provide enhancements or
improvements to the features and/or functionality of the Services, which may
include patches, bug fixes, updates, upgrades, and other modifications (“Updates”).
All Updates are subject to the terms and conditions of this User
Agreement. Updates may modify or delete
certain features and/or functionalities of the Application. You acknowledge and
agree that we have no obligation to (i) provide any
Updates; or (ii) continue to provide or enable any particular
features and/or functionalities.
19.
International Use
The Services are hosted from the United States, and
our corporate office and activities are located in and
directed from the United States. Accordingly,
if you access the Services from outside the United States, your information may
be transferred to and maintained on computers and servers located outside of
your state, province, country, or other governmental jurisdiction where the
privacy laws may not be as protective as those in your jurisdiction. Your consent to the Agreement followed by
your submission of such information represents your agreement to the transfer
of such information to the United States and the collection, use, and
disclosure of your information in accordance with United States law and our
Privacy Policy. We make no
representation that the Services or any aspect thereof will be available or
appropriate for use in locations outside of the United States. Those who choose to access the Services from
locations outside the United States do so at their own risk and are responsible
for compliance with local laws and regulations.
Users are responsible for compliance with all United States export laws
and regulations when exporting any products, services, content, or materials
provided through the Services.
20.
Dispute
Resolution
Any dispute, controversy, or claim arising out of, in connection with, or relating to, this Agreement, the breach or alleged breach this Agreement, or the termination, enforcement, interpretation, or validity of this Agreement, including extra-contractual claims and any determination of the scope or applicability of this provision to arbitrate, shall, upon the request of any party involved, be submitted to, and settled by, arbitration in the City of Atlanta, State of Georgia, before one (1) arbitrator. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Any award rendered shall be final and conclusive upon the parties and non-appealable and judgment upon such award may be entered in any court of competent jurisdiction. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the cost of its own experts, evidence, and counsel's fees, and provided further, that in the discretion of the arbitrator, the arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim, conservatory or equitable relief, as necessary, without breach of this arbitration Agreement and without any abridgment of the powers of the arbitrator(s).
Notwithstanding the foregoing, you agree
that any violation by you of the Agreement will constitute an unlawful and
unfair business practice that will cause irreparable harm to us for which
monetary damages would be inadequate.
You consent to our obtaining any injunctive or equitable relief that we
deem necessary or appropriate in such circumstances, without the need for a bond. These remedies are in addition to any other
remedies we may have at law or in equity.
21.
Applicable Law
and Venue
This Agreement, the rights
of the parties hereunder, and any disputes between the parties, shall be
governed by, construed, and enforced in accordance with the substantive and
procedural laws of the State of Georgia, without giving effect to any choice or
conflict of law provision or rule that would cause the application of the laws
of any other jurisdiction. The parties expressly and unconditionally agree that
any dispute, case, or controversy in any way related to, arising under, or in
connection with this Agreement including extra-contractual claims (an “Action”), shall only be instituted
in the State of Georgia and in the Georgia State-Wide Business Court, provided
that if the Georgia Business Court shall lack jurisdiction over any Action,
such Action shall be brought in any appropriate state court sitting in Fulton
County, Georgia or in the United States District Court for the Northern
District of Georgia (Atlanta Division) (collectively, the “Permitted Courts”). Each party irrevocably: (a) consents to the jurisdiction of the Permitted Courts in such
Actions, (b) agrees not to plead or claim that litigation brought in the
Permitted Courts has been brought in an improper or inconvenient forum, and (c) waives the right to object, with respect to such Actions, that
such court does not have jurisdiction over such party. In any suit, arbitration, mediation, or other
proceeding to enforce any right or remedy under this Agreement or to interpret
any provision of this Agreement, the prevailing party will be entitled to
recover its costs, including reasonable attorneys’ fees, and all costs and fees
incurred on appeal or in a bankruptcy or similar action.
No action arising out of this Agreement or your access
to or use of our Services, regardless of form or the basis of the claim, may be
brought by you more than one (1) year after the cause of action has arisen (or
if multiple causes, from the date the first such cause
arose) and you hereby waive any longer statute of limitations that may be
permitted by law.
22.
Miscellaneous
Unless otherwise specified herein, this Agreement
constitutes the entire agreement between you, a user, and us with respect to
the Services and supersedes all prior or contemporaneous communications and
proposals (whether oral, written, or electronic) between you and us with regard to the Services.
If any part of the Agreement is determined to be invalid or
unenforceable pursuant to applicable law including, but not limited to, the
warranty disclaimers and liability limitations set forth above, then the
invalid or unenforceable provision will be deemed superseded by a valid,
enforceable provision that most closely matches the intent of the original
provision and the remainder of the Agreement shall continue in effect. No failure or delay in enforcing any
provision, exercising any option, or requiring performance, shall be construed
to be a waiver of that or any other right in connection with the
Agreement. You may not assign, by operation
of law or otherwise, any rights or delegate any duties under the Agreement to
any third party without prior written consent by us. Any purported assignment lacking such consent
will be void at its inception. We may
assign all or part of its rights and/or delegate all or part of its duties
under the Agreement to any party, at any time, and in its sole discretion, upon
notice of assignment by posting such notice on the Services. If you have any comments or questions about
our Services, please contact us at infosec@raxis.com.