Assumed Website Terms of Use

These Terms of Use (the “Terms”) constitute a legal agreement arising out of your use or access to the website Assumed.com (“Website”), software web application (“Software”), or mobile application (“App”) of Assumed LLC (“Assumed,” “we,” “us,” or “our”) (collectively, the “Assumed Platform”). By accessing and using the Assumed Platform, you (“you,” “your,” or “customer”) agree to these Terms of Use and the terms in our Privacy Policy. If you do not agree to the Privacy Policy and Terms of Use, please immediately stop accessing the Assumed Platform.

These Terms are effective upon your acceptance of such Terms through the Subscription order confirmation and remain in full force until the Subscription is terminated or expired in accordance with this Agreement. If you have any questions on the Agreement, you can reach out to us by e-mail at support@assumed.com.

1. DEFINITIONS

The terms which are not defined elsewhere in these Terms are defined below.

“Aggregated Data” means any dataset or data which no longer allows Assumed to identify an individual or Customer (including its activities), whether directly or indirectly. Aggregated Data is no longer considered Confidential Information of Customer, and does not include any Personal Data.

“Anonymized Data” means Customer Data which have been processed through an industry-standard de-identification technology or method and which, therefore, no longer allows for the identification of individuals and does not contain any Personal Data. For the avoidance of doubt, Anonymized Data does not include Personal Data.

“Assumed Platform” means the Website, Software, or App that is made available to Customer and its End Users.

“Confidential Information” means any and all information of a party (the “Disclosing Party”) which has or will come into the possession of the other party (the “Receiving Party”) concerning the business, properties, affairs or finances of the Disclosing Party, including proprietary information and trade secrets. Confidential Information must be indicated as confidential information, or it must be clear at the time of the disclosure that the information ought to be handled as Confidential Without limiting the generality of the foregoing, Assumed’s Confidential Information will include the Assumed Platform, along with any underlying technologies, and Customer’s Confidential Information includes Customer Data.

“Customer Data” means the Personal Data, Anonymized Data and Customer’s Confidential Information which are processed through the Services by Assumed on behalf of Customer. Customer Data does not include Service Data, Risk Data and Aggregated Data. 

“End User” means a user who is authorized by you to use and access the Services.

“Intellectual Property” means any and all intellectual property, including, without limitation, works, inventions (whether patentable or not), discoveries, improvements, trade secrets, know-how, scientific formulae, data, information, images, reports, results, analysis, software, models, research and development information, technical information, prototypes, specifications, patterns, drawings, algorithms, products, compositions, processes and protocols, methods, tests, devices, computer programs, trade-marks and any and all proprietary rights provided under patent law, copyright law, trade-mark law, design patent or industrial design law, semiconductor chip or mask work law, or any other statutory provision or civil or common law principle applicable to the protection of intangible proprietary information or rights, including trade secret law, which may provide a right in any of the foregoing as well as any and all applications, registrations or other evidence of a right in any of the foregoing. For the avoidance of doubt, as between the parties, Assumed’s Intellectual Property includes the Assumed Platform and other the underlying technologies to the Services.

“Intended Purposes” means to conduct monitoring for information security and cybersecurity purposes, to prevent and manage fraud, to manage information security and other systems’ risks, as well as any reasonably related purposes which are not in breach of these Terms.

“Personal Data” means any data which are collected by Assumed about End Users to provide the Services to Customer, but excluding any Service Data, which are provided by Assumed to Customer.

“Services” means the Assumed Platform, the technical support services, and any related services, as identified in an order form and further described in any related documentation.

“Subscription Term” means the term during which the Services are provided to Customer (and its End Users) in accordance with an order form, which will contain the duration of the Subscription Term and start date.

2. OUR SERVICES

1. Performance of the Services

Subject to and conditional to your payment of applicable Fees and compliance with these Terms, we will provide the Services and make the Services available to you during the Subscription Term, as further described in an order form. Assumed will perform the Services in a professional and workmanlike manner.

2. Modification to these Terms

We reserve our right to modify these Terms by providing you with a 30 days prior notice during which you may raise with us any comments or objections. If you continue to use the Services after this period, the Terms, as modified, will apply. You understand that each order form is subject to the latest version of these Terms.

3. Account; Account Credentials

End Users must have an account to access and use the Services. End Users are responsible for maintaining their credentials confidential, and Assumed will not be responsible if an account is compromised. If credentials have been compromised, Customer is responsible for blocking and resetting the compromised accounts as soon as practicable for the concerned End User(s) and contacting us to advise that credentials have been compromised so that we can conduct reasonable inquiries and any actions we may believe necessary to protect the Services, at our sole discretion. You agree to collaborate with us for such inquiries.

4. Administration of Services

You are responsible for understanding the settings, privileges and controls for the Services and for controlling whom you permit to become an End User and what are the settings and privileges for such End User. Assumed will not be responsible for managing End Users, settings, and controls available as part of the Assumed Platform, including for setting up any alerts and handling such alerts.

You agree to notify us without undue delay if your contact information changes. If you fail to do so, we will have no liability whatsoever for notices or communications that are not received by you.

Customer is solely responsible for determining the number of accesses to the Assumed Platform and usage rights required for the performance of the Services, including any strategic location of any data input points or monitoring requirements within Customer’s networks and information technology (“IT”) systems. 

1. Integration Partners

The Services may be integrated with third-party services, applications, products or platforms through an API or via other methods (each an “Integration Partners”). Integration Partners are not suppliers of Assumed. Customer is responsible for provisioning such third-party services directly with Integration Partners and for conducting due diligence on Integration Partners, including on their information security and privacy practices. Assumed does not endorse any Integration Partners. Assumed is not responsible for any damages resulting from the use of Integration Partners by Customer.

3. ACCEPTABLE USE

Customer agrees and understands that the use of the Services is subject to the restrictions set forth in this Section, and Customer will not authorize or allow the use of the Services in violation of the Terms. Customer remains liable for the act and omissions of its End Users. Customer acknowledges that End Users are required to accept our Terms of Use prior to accessing and using the Services.

The Services provide data leak monitoring solutions that enable you to ensure that your partners handle their data as they claim, validate your lead/sales processes, and monitor your databases for unauthorized access or theft. The following restrictions are applicable to the use of the Services:

• Customer may not use the Services for the purpose of monitoring and profiling individuals based on their personal characteristics.
• Customer may not use the Services to monitor or to obtain data on third parties other than affiliates, employees, directors, officers and individuals which Customer has a legitimate interest in monitoring, investigating, profiling and protecting (such as a consent for doing so).
• Customer is solely responsible for ensuring that it has a lawful basis for processing the data for providing adequate transparency notices in complying with applicable law. 
• Customer may not use the Services for monitoring individuals or assets which it is not authorized to monitor. 
• Customer may not use the Assumed Platform to transmit or send unsolicited commercial communications. 
• Customer may not use the Assumed Platform for any purposes related to marketing without Assumed’s express written consent. 

Customer represents and warrants that it will not use the Services, nor authorize the use of the Services, in a manner:

• that is prohibited by applicable law or otherwise by these Terms;
• that constitutes the selling, reselling or commercialization of Personal Data or any proprietary information of Assumed;
• that will disrupt third parties’ use or enjoyment of the Services, including if this use results in automated, constant and repeated requests for data other than as permitted under these Terms and has a negative effect on our systems or network, including abnormal usage that overloads servers or cause portions of our network to be blocked (e.g. denial-of-services and distributed-denial-of-service attacks);
• that uses the Services to create, transmit, distribute or store material that violates Intellectual Property, privacy, publicity or other personal rights of individuals, export control or that can otherwise be threatening, abusive, hateful or constitutes or encourages conduct that would be considered a fraud, a criminal offence or likely to give rise to civil liability;
• that results in (a) the sharing of credentials, identifiers and passwords among End Users or among End Users and third parties, and (b) the distribution, disclosure or use of any of the Services in any format to or by unauthorized third parties (i.e. other than End Users), including through any time-sharing service, service bureau, network or by any other means;
• that involves using any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, programs, algorithms, or methodology to access, acquire, copy or monitor the Services, or any portion of the Services, including the Assumed Platform. The foregoing will include any data scraping or screen or web scraping, even with the consent of the End Users;
• that involves modifying, decompiling, disassembling, deciphering, decrypting, seeking or otherwise reverse engineering or attempting to reconstruct or discover any source code or ideas or algorithms of any of the Services and their underlying technology by any means whatsoever;
• that involves scanning, probing, or performing discovery on computer devices, networks, applications and/or other related digital assets for which it does not own or is not fully authorized to perform such actions; or
• that involves penetrating our security, including, without limitation, by posting or transmitting files which can contain viruses, worms, Trojan horses or contaminating or destructive features, by circumventing security measures, by attempting to access any part of the Services which is not otherwise authorized for Customer’s access and by manipulating identifiers to disguise the origin of content shared through the Assumed Platform.

If you breach this Section 3, or if we reasonably believe that a breach is imminent, we may suspend, cancel, or terminate your access to the Services to ensure that the breach is resolved or contained.

4. LICENSES

1. License to Customer Data

You hereby grant us, for the Term, a non-exclusive, royalty-free, revocable (but only pursuant to these Terms), non-transferable (except as set forth herein) and non-sublicensable (except as set forth herein) limited and worldwide license to aggregate, reproduce, distribute, and otherwise use and display Customer Data as may be necessary for us in order to provide the Services to you, or to exercise our rights and obligations under these Terms.

You hereby grant us, during the Term, a non-exclusive, royalty-free, revocable (but only pursuant to these Terms), non-transferable (except as set forth herein) and non-sublicensable (except as set forth herein), limited and worldwide license to use, modify, reproduce and display the Anonymized Data (a) to provide the Services; (b) to conduct research and development, (c) to improve the Services and (d) to create and generate Aggregated Data. Assumed owns all rights, title and interest in the Aggregated Data.

2. Licenses to the Services

Subject to these Terms, during the Term, we hereby grant you, non-exclusive, non-sublicensable (except to End Users), non-transferable (except as set forth herein), revocable (but only pursuant to these Terms) rights and license to access and use (and allow your End Users to access and use) the Services for the Intended Purposes. 

5. INTELLECTUAL PROPERTY

We will remain the sole and exclusive owner of all rights, titles and interests, including all Intellectual Property, in and to the Services and the Assumed Platform, the Aggregated Data, and in and to our Confidential Information. The Services are licensed, not sold, to Customer. All rights not granted herein are reserved.

Notwithstanding anything to the contrary, Assumed will also be the sole owner of any suggestions, enhancement requests, recommendations or other feedback provided by Customer (or its End Users) to Assumed, as long as they relate to the Services, and Customer hereby assigns to Assumed, without limitation of any kind, all of its rights, titles and interests therein, and waives any non-assignable moral right therein, Assumed accepting such assignment and waiver. Customer will remain the sole and exclusive owner of all rights, titles, and interests into its Intellectual Property, including, without limitation, Anonymized Data and Customer Data.

Your use of the Services is subject to your compliance with any applicable open-source software license terms contained in the Services. You agree that you may not remove any attribution notices or proprietary notices set forth in the Services, or their underlying technologies.

6. FEES, TAXES

You agree to pay the fees set forth in the order form, including any costs and expenses set forth (the “Fees”). The order form will contain a description of the Services, the start date of the subscription term, any payment terms (including frequency, amounts, method(s) of payment, and applicable discounts) and any other terms and conditions. In case of a conflict between the terms of the Agreement, such conflicts will be resolved in the following order of precedence: (1) the order form and (2) these Terms.

If a payment is processed through direct debit in your bank account or through a credit card, you hereby authorize us to debit the Fees from the bank account or the credit card. You also represent and warrant that you provide us with accurate and truthful banking and financial information as required for us to process the payments. It is your responsibility to inform us without undue delay of any changes to your banking and financial information. Notwithstanding the foregoing, we have no obligation to make such payment methods available to you. We may change our billing options or pricing methodologies at any time by advising you at least thirty (30) days in advance. Subject to applicable laws, the Fees paid are non-reimbursable and non-cancellable, and we have no obligation to refund any Fees already paid by you to us for any reason whatsoever. 

If we are required by applicable law, or by the administration thereof, to collect any applicable taxes from Customer, Customer will pay such taxes to Assumed concurrently with and in addition to the payment of the Fees.

7. CONFIDENTIAL INFORMATION

Confidential Information will not include information which the Receiving Party can demonstrate: (i) is readily available to the public in the same form through no fault of the Receiving Party, (ii) did not originate from the Disclosing Party and was lawfully obtained by the Receiving Party in the same form from an independent third party without any restrictions on disclosure, or (iii) did not originate from the Disclosing Party and was in the possession of the Receiving Party in the same form prior to disclosure to the Receiving Party by the Disclosing Party. 

The Receiving Party will take all reasonable steps necessary to ensure that the Confidential Information of the Disclosing Party is not made available or disclosed by it or by any of its representatives to any third person except (i) as required by applicable law including a valid court order, (ii) with the prior written consent of the Disclosing Party, (iii) as authorized or reasonable inferred from these Terms, or (iv) if the disclosure is made to the Receiving Party’s legal counsel, an auditor, or as reasonably required in the course of the administration of a legal entity. The Receiving Party will ensure that its representatives are subject to an appropriate obligation of confidentiality.

Upon the termination of these Terms for any reason, the Receiving Party will promptly, at the request of the Disclosing Party, either return all Confidential Information in its possession to the Disclosing Party or securely destroy such Confidential Information. Notwithstanding the foregoing, the Receiving Party is authorized to keep copies as required to comply with applicable law, for its corporate records or as part of business continuity; in such case, the Receiving Party will ensure the confidentiality and integrity of such Confidential Information as long as it is under the Receiving Party custody, and will securely delete such Confidential Information as soon as reasonably possible.

8. PERSONAL DATA

Each party agrees to comply with all applicable data protection laws in the use and provision of the Services.

Assumed will process Personal Data as required to provide the Services or otherwise as set forth in its Privacy Policy. Assumed will not sell or otherwise commercialize the Personal Data.

Assumed will ensure that any third party or personnel who process Personal Data on its behalf is subject to an appropriate confidentiality obligation with respect to such Personal Data.

Assumed may receive old telephone numbers from telecommunications companies, and repackage them as part of the Services. Customers that subscribe to the Services agree to follow the Acceptable Use policy outlined in Section 3 with respect to this data. 

9. CUSTOMER INDEMNIFICATION

You hereby agree to indemnify us, defend us and hold us harmless (including our representatives) from and against any and all third-party claims, penalties, fines, costs, expenses (including reasonable attorney’s fees), actions, damages, losses or liabilities, arising out of, related to, in connection with or resulting from: (i) a breach of Section 3 (Acceptable Use) and (ii) your gross negligence, fraud and willful misconduct.

10. DISCLAIMER

Except as provided in these Terms, and to the maximum extent permitted under applicable law, (i) we do not warrant that the Services will be uninterrupted or error free, (ii) we do not make any warranty as to the results that may be obtained from the use of the Services, (iii) Assumed is the sole authorized person to make any representations or warranties on its behalf, and (iv) the Services are provided on an “as is”, “where is” and “as available” basis. 

To the maximum extent permitted by applicable law, and except as otherwise set forth herein, we make no other representations, conditions, warranties or guarantees, express or implied, regarding the accuracy, quality, reliability or completeness of any information provided as a result of using the Services, and we expressly disclaim any and all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Unless stated otherwise in these Terms, you hereby waive your rights in any of the foregoing warranties, representations or conditions, whether express or implied.

Customer is solely responsible for the accuracy, truthfulness and quality of Customer Data and any content or information, directly or indirectly, delivered through or passed through the Services by Customer (or its End Users). We exercise no control over and accept no responsibility for the accuracy, truthfulness and quality of Customer Data, including, without limitation, violations of Intellectual Property, applicable law and privacy rights.

11. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, in no event will either party and its representatives be liable for any consequential, indirect, punitive, special or incident damages, which will include, without limitation, any loss of data, loss of opportunities, reputational damages or loss revenues resulting from a breach of these Terms, or the provision of the Services, even if it has been made aware of such damages.

To the maximum extent permitted by applicable law, in no event will Assumed’s liability to Customer or its representatives in relation to these Terms or the provision of the Services will exceed the Fees paid by Customer in the 12 months preceding the claim.

12. FORCE MAJEURE

Except as it relates to the payment of the Fees, neither party will be liable for delays in or failure of performance hereunder due to causes beyond its reasonable control, including, but not limited to, acts of God or public enemy, acts of government in either its sovereign or contractual capacity, flood, earthquake, epidemic, pandemic (including any similar phenomenon arising from the outbreak of coronavirus COVID-19) or other natural disaster, strike or other labor disputes, acts of war, acts of civil disobedience, denial-of-services and distributed-denial-of-services, ransomware and other cyber-attacks that are not caused or facilitated by negligence (a “Force Majeure”). Any delay resulting from a Force Majeure will result in an extension of the corresponding obligation for a period equal to the time lost by reason of such cause. The parties will advise each other as soon as possible in the event of a Force Majeure.

13. EXPORT CONTROL; ANTI-CORRUPTION

Each party will comply with all applicable anti-bribery and anti-corruption laws, including, without limitation, the Canadian Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act of 1977, as amended (“Anti-Corruption Laws”). Neither party nor any of their representatives is or has been the subject of any investigation or inquiry by any authorities with respect to potential or actual violations of Anti-Corruption Law. If a party has been subject to such investigation or inquiry, it represents and warrants that it has not been found in breach of applicable law and that no charge has been retained against this party. Notwithstanding anything to the contrary, if either party takes any action that could constitute a violation of Anti-Corruption Laws, the other party may immediately terminate these Terms of Services.

Customer acknowledges that the provision of the Services, including Assumed Platform, may be subject to export control laws. Customer hereby represents and warrants that:

(i) neither it nor any of its representatives will export, re-export, distribute or otherwise transfer the Services or Assumed Platform, or any technical information related thereto, directly or indirectly, to any country for which the competent authorities require an export license, other governmental approval or letters of assurance without first obtaining such license, approval or letter, and 

(ii) neither it nor any of its representatives will export, re-export, distribute or otherwise transfer the Services or any technical information related thereto for an end use that is directly or indirectly related to the research, development or production of chemical, biological or nuclear weapons or any missile programs for such weapons, or that otherwise disrupt international peace or is contrary to any restriction on end users set for in applicable law.

14. DISPUTE RESOLUTION PROCEDURE

In the event of a dispute between us in relation to these Terms, such as a claim, a damage or allegations of claims and damages, the parties agree that they will deploy commercially reasonable efforts to resolve the conflict amicably. If the parties fail to resolve the dispute amicably, either party may send a notice of dispute to the other party, and the parties will name a senior representative to solve the conflict for a period of at least 30 days. Senior representatives must have decision-making authority. If the dispute has not been resolved through the honest efforts of both parties during this delay, either party may exercise its rights under these Terms, or at law.

15. TERMINATION

Each party may terminate these Terms for cause upon written notice (a) if the other party commits a material breach of the Terms and has not cured the breach within 30 days of receiving a notice of such material breach; (b) immediately upon written notice, if Customer becomes the subject of a petition in bankruptcy or any other proceeding related to insolvency, receivership, liquidation or assignment for the benefit of creditors, if such proceedings are not abandoned within 60 days.

Each party may terminate these Terms without cause subject to a 90 days written notice to the other party.

1. Effects of Termination

If these Terms are terminated for any reason or expires, then: (i) such termination or expiry will not operate to limit, reduce, cancel or otherwise modify any obligations then accrued or unpaid in accordance with the Terms; (ii) except as otherwise set forth in these Terms, the rights granted by one party to the other will terminate immediately; (iii) you will have a limited access to the Services for a limited period of 30 days during which you may extract Customer Data available for extraction through the Services, if any; (iv) if the termination of the Terms is for any other reason than as a result of Assumed’s material breach of these Terms or as a result of Assumed’s termination for convenience, you agree that all Fees will become due upon the termination of these Terms, and (v) if the termination of the Terms is due to Assumed’s material breach of these Terms or as a result of Assumed’s termination for convenience, then Assumed will reimburse to Customer any Fees paid in advance for Services which have not been rendered as of the termination date, and Customer will not be obliged to pay for any such Fees.

All obligations of the parties, whether in these Terms, which by their terms are intended or are otherwise appropriate, to survive the cancellation, termination or expiration will survive the cancellation, termination or expiration of the Terms.

16. GOVERNING LAW

These Terms will be governed by and construed, interpreted, and enforced in accordance with the laws of the State of Illinois, without reference to its conflicts or choice of law principles. The parties agree that the sole and exclusive jurisdiction and venue for any and all disputes, controversies or claims arising under or relating to the Terms will be in any court located in or having jurisdiction over Cook County, Illinois. Each of the parties hereby irrevocably submits and consents to the personal jurisdiction of such courts.

17. GENERAL PROVISIONS

1. Entire Terms

The Terms constitutes the whole and entire terms between you and Assumed in connection with the subject matter hereof and, unless specified otherwise in an order form, supersede any proposal and any prior terms, letters, undertakings, declarations, commitments, representations, written or oral, in respect thereof, and there are no express or implied terms, conditions, terms, undertakings, declarations, commitments, representations or warranties between the parties not expressly provided herein.

2. No Waiver

No waiver or course of dealing between the parties will extend to, or constitute a waiver of, any subsequent or other defaults or impair any right consequent thereon. No failure or delay on the part of any party in exercising any right, power or privilege hereunder and no course of dealing between the parties will operate as a waiver of any default of any such right, power or privilege. No waiver to the Terms will be binding unless contained in writing and signed by the waiving party.

3. Severability

Any provision of these Terms found upon judicial interpretation or construction to be prohibited by Applicable Law will be ineffective to the extent of such prohibition, without invalidating the remaining provisions hereof; so long as the economic and legal substance of the subject matter of these Terms of Services is not affected thereby in any manner materially adverse to any party.

4. Independent Contractor

Assumed agrees not to hold itself out as an agent of Customer, it being understood that Assumed is an independent contractor only, providing the Services to Customer. Nothing contained in these Terms of Use will be construed to establish a partnership or joint venture between parties. Neither party will be deemed to be the partner, agent or legal representative of the other, nor to otherwise have the ability, right or authority to assume or create, in writing or otherwise, any obligation of any kind, express or implied, in the name of or on behalf of the other party.

5. Assignment and Subcontracting

Except in the case of a merger and acquisition, bona fide corporate reorganization, or in case of a sale of all or parts of its assets, neither party may assign parts or all of these Terms without the other party’s prior written consent. Any attempt to assign these Terms in violation of this Section will be null and void. These Terms are binding upon successors and permitted assignees.