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.