BforeAI Terms and Conditions

General Terms and Conditions

These General Terms and Conditions (“GTC”) are a legally binding agreement between you and Predimya Inc. (“we”, “our”, “us”, and “Predimya”) for access to and use of our website (“Website”) and the PreCrime Brand and PreCrime Intelligence services (PreCrime Brand and PreCrime Intelligence, collectively, “PreCrime Services”), and our provision of certain support services (“Support Services”) and professional services (“Professional Services”) provided or requested in connection with the PreCrime Services. The Website, PreCrime Services, Support Services and Professional Services are referred to collectively as the “Services”. You and Predimya are referred to separately as a “Party” and collectively as the “Parties”.

Each part, specific feature, or subdomain of our Services may have different rules governing its use and access. In the event of conflicting rules, the specific rules governing that part of the Services will supersede the GTC for that part. Collectively, we will refer to these specific rules, including, without limitation, the General Service Terms and the Order Form, together with the GTC, as the “Agreement”. For the avoidance of doubt, in case of conflicting terms, the Order Form governs over the General Service Terms and GTC, and the General Service Terms govern over the GTC.

Our Services and this Agreement may change from time to time. If they do, we will provide you with an update. Some parts of our Services may require that you create an account and some parts may require that you make payment to use or access these. Your access will be contingent thereon.

Your access to our Services is subject to our approval, which may be revoked at any time, subject to the terms and conditions of the Agreement. By accessing or using the Services, you agree to be bound by the terms and conditions of this Agreement and our Privacy Policy (“Privacy Policy”), whether or not you are a registered user of our Services. If any of these terms are unacceptable to you or in the event that any future changes are unacceptable to you, do not use the Services. Your continued use of the Services now, or following a notice of any changes in this Agreement, will indicate acceptance and agreement by you of such change.

You must have reached the age of eighteen or of majority in your state of residency to use the Services.

1. ACCESS TO AND USE OF OUR SERVICES

1.1. Access and use. Your access and use of our Services is regulated by this Agreement and your continuous access and use in the future is subject to your compliance to the terms and conditions hereunder and, if applicable, to any provisions from an additional agreement for any part of the Services. We reserve the right to restrict or temporarily or permanently prohibit your access or use of any part of or the entire Services.

1.2. Availability of Services. We will use commercially reasonable efforts to perform maintenance of our Services outside of business hours on [East Standard Time]. You acknowledge that we do not promise and do not give a guarantee to continuous and uninterrupted performance of the Services. The Website may be not accessible at a given time for a certain period of time that we can perform maintenance work on the Website. Further, you understand that access to our Website may be limited or interrupted as a result of circumstances beyond our control, which include internet connections and devices used to access the Services, for which we are not responsible and any unavailability arising thereof is not considered non-provision of our Services.

1.3. Support related to the Services. In the event that you encounter an error in access or use with the Website, you can reach out to [Email] during regular business hours. We will reply within a reasonable time. We cannot promise to fix your request support, but promise to use commercially reasonable efforts.

1.4. Export Controls. The Services may not be used in or for the benefit of, exported, or re-exported (a) into any U.S. embargoed countries (collectively, “Embargoed Countries”) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Person’s List or Entity List, or any other restricted party lists. You represent and warrant that you are not located in any Embargoed Countries and not on any such restricted party lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly.

2. YOUR ACCOUNT

2.1. Setting Up An Account. If access to features of our Services requires an Account, you will be able to set up an account (“Account”) if you complete our sign-up form, accept this Agreement and, if applicable, any additional agreement necessary for your use of our Services, and provide the required information in the sign-up form.

2.2. Account Rules. If your access to our Services requires an Account, the following rules apply to you in addition to such stipulated throughout this Agreement:

  • (a) The information you provide has to be information about you as well as accurate and truthful. We are not responsible for any error in the provision of our Services if this error is based on inaccurate or false information that you provide. You will be able to change your username, password, and your personal information. Such changes can result in a temporary restriction of your Account access and we reserve the right in the event of such changes to request payment of a fee, but only after we give you prior notice to such action.
  • (b) You can only register one Account per unique email address and person and you can only access this Account with your email address and or username and password. You are responsible to keep your password confidential, for any activity performed by the Account, and it constitutes a breach of this Agreement if you sell, transfer or allow any other person to access your Account or offer to do so. If you become aware of an unauthorized access to your account by another party, you are prompted to immediately inform us.
  • (c) Your use of your Account is subject to this Agreement and a breach of the Agreement can be a reason for us to terminate your Account. We reserve the right to determine whether or not you are in breach of the Agreement at our sole discretion.
  • (d) If your Account is deactivated, for example because of cancellation, we will not delete your Account information, unless required by law, regulation, stated by our Privacy Policy, or requested by you and you will not receive any notices by us to your email address that you provide for your registration.
  • (e) If your Account is required to access paid Services, refund of payments, if any, is subject to the specific terms and conditions for such purchase or subscription.

 

2.3. Payment Terms. We may demand payment of one or several separate fees (“Service Fee”) for creating an Account and / or using specific Services accessible through your Account. The Service Fees are payable in the currency displayed at the time of your payment and are less taxes, if any. Payment will be processed through a third party service provider. We are not responsible for your relationship with that provider and are not liable for the processing of payment. We may change the Service Fee, charge late fees and collection fees if you do not pay the Service Fee, and pay a refund for your Service Fee at our sole discretion, for example, in the event that you cannot access your Account or use our Services for an indefinite period of time or you or we terminate your Account before the term of the Account ends.

2.4. Term and Termination. Your Account is effective until terminated by us or you. We can terminate your Account any time without prior notice and without limitation, which we may conclude at our sole discretion. You can terminate your Account any time by sending an email to [Email].

  • (a) With termination of your Account and the information provided during your Account registration and any other Account related information accumulated through your use of the Account, e.g. profile information, content posts and your Content (defined below), will not be deleted but stored on our servers, unless otherwise agreed to hereunder or required pursuant to the Privacy Policy or law.
  • (b) Subject to governing rules under our Privacy Policy, you may reactivate your Account at any time after termination, but we reserve the right to decline such a request at our sole discretion.
  • (c) We caution you, and you agree and acknowledge, that in the event of termination, any access to features of our Services or promises by us reliant on your Account access are non-retrievable or non-refundable, or made accessible for you by us, unless agreed to otherwise in an additional agreement.
  • (d) If your Account is required to access paid Services, you are not entitled to a refund of payments, unless expressly stated otherwise in the Agreement.

3. CONTENT OWNERSHIP THROUGHOUT OUR SERVICES

3.1. Ownership and License of Materials. All Services and parts thereof (including, without limitation, text, design, graphics, logos, icons, images, audiovisual clips, downloads, interfaces, code, software, and the selection and arrangement thereof, interviews, portfolio photos, if commissioned or created by us, any improvements, enhancements, or modifications of Services and parts thereof, any software, applications, inventions, or other technology developed in connection with the implementation of Services or support, and all intellectual property rights related to any of the foregoing), is our property (including our subsidiaries), our licensors’ or of third parties, such as but not limited to materials on websites linked to by the Services or materials by other users of the Services, and is protected by copyright, trademark, and other applicable laws. By default, you may access, copy, download, print, publicly display, and distribute the material contained in our Services for your personal and non-commercial use, unless we expressly grant you either more extensive rights or restrict these rights. Any other use of material contained in the Services, including but not limited to any commercial use, and the modification, distribution, transmission, performance, broadcast, publication, uploading, licensing, reverse engineering, transfer or sale of, or the creation of derivative works from, any content, information, or software obtained from the Services is prohibited.

3.2. We, our licensors and third parties, such as but not limited to websites linked to by the Services or other users of the Services, retain full and complete title to the material provided on the Services, including all associated intellectual property rights, and provide this material to you under a license solely for your use of the Services and which is revocable at any time in our sole discretion. We neither warrant nor represent that your use of materials contained in the Services will not infringe rights of third parties. You may not use contact information, and any other personal information (as defined here), provided through the Services for unauthorized purposes, including marketing or for other personal or commercial purposes.

3.3. Trademarks. Trademarks, logos, and service marks displayed through Services are our registered and unregistered trademarks, or of our subsidiaries, our licensors or content providers, or of other third parties. All of these trademarks, logos, and service marks are the property of their respective owners. Nothing in our Services shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo, or service mark displayed during the Services without our or the owner’s prior written permission, except as otherwise described herein.

3.4. Your Content. You are responsible for any communications, images, sounds, or other material and info that you upload or transmit through our Service or transmitted through third party websites to our Service (your “Content”). Unless expressly stated otherwise, the following rules govern our use of your Content.

  • (a) You grant us, from the time of uploading or transmission of your Content, a worldwide, perpetual, irrevocable, sub-licensable, transferable, assignable, non-exclusive and royalty-free right and license to use, reproduce, distribute, adapt, modify, translate, create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import your Content, including, all copyrights, trademarks, trade secrets, patents, industrial rights and all other intellectual and proprietary rights related thereto, in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without any compensation to you. You waive any moral rights you may have in your Content to the maximum extent permitted by the laws of your jurisdiction.
  • (b) We reserve the right to modify and moderate your Content (including the deletion thereof).

 

3.5. Third Party Links. Our Services may contain links to other websites, which may be operated by us or its affiliates or third parties (e.g. Instagram, Linkedin, or other portfolio platforms). We are not responsible for the content of those or any other websites or any products or services that may be offered through those or any other websites. A link to another website does not constitute an endorsement of that other website, or of any product or service offered on that website, by us or our licensors. If you encounter a link that does not comply with the terms and conditions of this Agreement, you are prompted to immediately inform us.

3.6. Further Specific Terms. Other terms and conditions for ownership of content, material and information provided through or to our Services will govern in place of the foregoing terms to the extent these are applicable.

3.7. You hereby grant us a non-exclusive, non-transferable, and royalty-free license to use your trademarks for the limited purposes set forth in this Agreement, including as necessary for our performance under this Agreement, to deliver the Services in accordance with this Agreement, and in marketing materials related to the Services.

3.8. Portfolio License; Attribution. You agree that we may publicize your use of the Services and your name and the products in connection therewith. Any public-facing material or media, including websites, reports, case studies, and press releases that reference the Services, shall attribute credit to Predimya.

4. REPRESENTATIONS, WARRANTIES, DISCLAIMER, INDEMNIFICATION

4.1. Your General Representations and Warranties related to the Services. You warrant that

  • (a) you have the full right and power to enter into this Agreement and perform any of the actions mentioned throughout our Services;
  • (b) you comply with the entire Agreement and, if applicable, any additional agreement;
  • (c) you comply with all applicable federal, state, and local laws, ordinances, and regulations, including, without limitation, any applicable export control laws, as they relate to the Agreement;
  • (d) you do not undertake any action which infringes third party rights or constitutes a breach of any contractual obligation to a third party, in particular any third party service providers;
  • (e) any and all information you submit or communicate to us through our Services is truthful, not false, misleading, inaccurate, or constitutes a deceptive or fraudulent act;
  • (f) your use of the Services complies with all applicable data protection and privacy laws and regulations, and you will not expose Predimya to any information or data that could result in a breach of such laws or regulations;
  • (g) you omit any action designed to interfere with the proper function of any software, hardware, or equipment of ours, such as but not limited to uploading software viruses, malware, code, or programs;
  • (h) none of the your Content will be subject to any obligation, whether of confidentiality, attribution or otherwise, on our part and we will not be liable for any use or disclosure of your Content, and that your Content shall not violate any third-party rights; and
  • (i) you do not undertake any of the following actions: (a) damage or get unauthorized access to any system, data, password, or other information on; (b) impose an unreasonable load on our infrastructure, or on our third-party providers, whereas we reserve the right to determine what’s reasonable; (c) use any kind of software or device, whether it’s manual or automated, to “crawl” or “spider” any part of the Services; (d) take apart or reverse engineer any aspect of the Services, if applicable in an effort to access things like source code, underlying ideas, or algorithms.

 

4.3. Indemnification. Subject to the terms, conditions, express representations and warranties provided in the Agreement, you agree to indemnify, save and hold us harmless from any and all damages, liabilities, costs, losses or expenses (including reasonable attorneys’ fees and costs) which may be incurred as the result of any claim, suit or proceeding brought or threatened against us (each a “Claim”) based on allegations which are inconsistent with any of your representations and warranties made herein, or any breach of the Agreement, except in the event any such Claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or willful misconduct of us.

4.4. DISCLAIMER. TO THE MAXIMUM PERMITTED BY APPLICABLE LAW AND EXCEPT AS SPECIFICALLY PROVIDED IN A SEPARATE AGREEMENT, THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND MADE BEYOND THE TERMS AND CONDITIONS OF THE AGREEMENT.

  • (a) WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, QUALITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE.
  • (b) WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, WE DO NOT GUARANTEE ANY SPECIFIC RESULTS OR SUCCESS IN THE OUTCOME OF USING THE PRECRIME SERVICES, INCLUDING BUT NOT LIMITED TO THE PREVENTION OR IDENTIFICATION OF THREATS OR ILLEGAL ACTIVITIES, OR SUCCESS WITH TAKEDOWN REQUESTS.
  • (c) WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, WE DO NOT WARRANT THE ACCURACY, RELIABILITY OR COMPLETENESS OF ANY INFORMATION PROVIDED BY US OR THROUGH OUR SERVICES; THAT THE PLATFORMS AND THE SERVICES ARE NONINFRINGING; THAT ACCESS TO THE PLATFORM AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE PLATFORM AND THE SERVICES WILL BE SECURE; THAT THE SERVER THAT MAKES THE PLATFORM AVAILABLE WILL BE VIRUS-FREE. IF YOU DOWNLOAD ANY MATERIALS FROM THE PLATFORM, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIALS. ANY GOODS PURCHASED AND SHIPPED ARE SHIPPED AT YOUR EXPENSE AND RISK.

 

4.5. LIMITATION OF LIABILITY. IN NO EVENT, AND TO THE FULLEST EXTENT PERMITTED BY LAW, SHALL WE BE LIABLE TO YOU, OR ANY OTHER PERSON OR ENTITY FOR ANY PERSONAL INJURY OR DAMAGES TO PROPERTY, DAMAGES FOR LOSS OF BUSINESS PROFITS OR OTHER PECUNIARY LOSS, INCLUDING ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR SIMILAR DAMAGES, ARISING OUT OF YOUR OR ANOTHER USERS ACCESS OR USE OF THE WEBSITES OR SERVICES, YOUR USE OF THE WEBSITE, AND SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WE INSTRUCT YOU THAT IN CERTAIN JURISDICTIONS, THE LAW MAY NOT PERMIT THIS LIMITATION OF LIABILITY, OR A CERTAIN EXTENT, CATEGORY, OR BASIS OF LIMITATION, SO THE ABOVE MAY NOT APPLY TO YOU IN FULL OR IN PART. IN THE EVENT THAT ALL OR PART OF THE FOREGOING LIMITATIONS DO NOT APPLY TO YOU, OUR LIABILITY IS LIMITED TO OUR GROSS NEGLIGENCE WITH A FULL EXCEPTION FOR DEATH, HEALTH AND BODILY HARM.

4.6. Mitigation of Losses. You have an affirmative obligation to take all reasonable steps to mitigate any losses, damages, or claims (howsoever arising) that may be recoverable from us under or in connection with this Agreement. You shall use commercially reasonable efforts to reduce or avoid any loss or damage for which you seek compensation from us. You acknowledge that failure to mitigate such losses may affect the extent of recovery under this Agreement.

5. RIGHTS AND REMEDIES

5.1. Rights and Remedies. You acknowledge that due to the unique nature of Predimya’s assets, including, but not limited to, intellectual property and confidential information, monetary damages alone would be inadequate to compensate Predimya for any breach or threatened breach of this Agreement. Accordingly, Predimya shall be entitled to seek immediate injunctive relief, without the necessity of posting a bond, in addition to any other legal or equitable remedies available. All rights and remedies conferred upon Predimya by this Agreement or by law are cumulative and may be exercised singularly or concurrently, as necessary to prevent further harm.

6. MISCELLANEOUS

6.1. Amending this Agreement. This Agreement and this Section 6.1 cannot be modified by you. We may amend this Agreement at any time for the future. An amendment will come into effect with your receipt of our notice of the change and your continuous use of the Services or part of the Services.

6.2. Force Majeure. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, quarantines, terrorism, acts of God, or other similar or different occurrences beyond the reasonable control of the Party so defaulting or delaying in the performance of this Agreement, for so long as such force majeure event is in effect. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within no later than five business days of its occurrence, which notice shall include a description of the force majeure event and an estimate of the length of time such event will delay or prevent performance hereunder.

6.2. Whole Agreement. This Agreement represents the entire understanding between the parties, superseding all prior and outside agreements between the parties with respect to the subject matter contained herein, unless expressly stated otherwise.

6.3. Assignment. Any rights granted hereunder are intended for the benefit of the parties to this Agreement and shall not be exercisable by any person who is not a party to this Agreement. You may not assign this Agreement; we may freely assign this Agreement without your consent and at our discretion.

6.4. Governing Law, Venue. Any dispute under the Agreement, and your relationship with us under the Agreement, shall be governed by the laws of New York, U.S., without regard to its conflict or choice of laws provisions and any dispute related to the Agreement shall be exclusively resolved in the state, federal, and/or administrative courts in the State of New York. The Parties expressly consent to the exclusive jurisdiction of the foregoing courts and waive any jurisdictional or forum non-conveniens defenses each may have. You expressly waive your right hereunder to seek a jury trial or to seek equitable relief.

6.5. Severability. If any provision in the Agreement is invalid or unenforceable or contrary to applicable law, such provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity or unenforceability or the conflict with applicable law, and all other provisions of this Agreement shall remain in effect.

6.6. Responsible Party. The following Party is the holder of the Services and responsible for your use and access of the Services pursuant to the terms and conditions of these GTC; and you can reach us at [Email].

PreCrime Guarantee

Schedule

 
Contract Number:
Guarantee Holder Name:
Guarantee Holder Address:
Guarantee Period: Effective Date:
Expiration Date: [Effective date + maximum 12 months]
Guaranteed Thresholds: False Positive Threshold: 0.5%
False Negative Threshold: 6%
Brand add-on (if applicable) Brand False Positive Threshold: 0.5%
Brand False Negative Threshold: 6%
Guarantee Limit: For the Intelligence Product, the lower of 10x the Annual Service Fee or EUR1,200,000
And, if applicable:
For the Brand Product, the lower of 10x the Annual Service Fee or EUR240,000
In any event, the total Limit of this Guarantee is EUR1,440,000

General Provisions

The Parties understand and acknowledge that the General Terms and Conditions attached hereto are incorporated herein by reference, deemed a part of this Performance Guarantee and are binding and enforceable provisions of this Performance Guarantee. References to “this Performance Guarantee” or the use of the term “hereof” shall refer to this Performance Guarantee and the General Terms and Conditions attached hereto, taken as a whole.

 

This Performance Guarantee is an addendum to the Service Agreement (“Contract”) between BforeAI and Guarantee Holder. Words and phrases that have a meaning in the Contract will have the same meaning in this Performance Guarantee.

 

Throughout this Performance Guarantee, the words “you” and “your” refer to the Guarantee Holder indicated in the Performance Guarantee Schedule. The words “we”, “us” and “our” refer to BforeAI. 

 

No coverage is provided under this Performance Guarantee for any loss or event that took place prior to the issuance of this Performance Guarantee. Unless otherwise indicated, this Performance Guarantee shall be in effect during the time period that the Contract is in effect. However, we may amend or discontinue this Performance Guarantee when we renew or extend the Contract.

Condition Precedent

The Service Fees have been received in full by us as set forth in the Contract before we have any liability to make any payments under this Performance Guarantee.

Coverage Summary

The following coverage applies for 12 months from the service start date as set forth on the invoice for the Contract. If the Performance Guarantee naturally expires, the Performance Guarantee may be mutually extended for another 12-month period. Any termination of the Contract automatically terminates the Performance Guarantee. 

This Performance Guarantee assumes your cooperation. This Performance Guarantee does not cover loss arising from your failure to use due diligence and all reasonable means.

 

PERFORMANCE GUARANTEE INTELLIGENCE

 

We warrant to you that, over the term of the Guarantee Period, the Intelligence Product’s:

  • False Positive Rate will not exceed the False Positive Threshold; and 
  • False Negative Rate will not exceed the False Negative Threshold. 

 

A breach of the False Positive Threshold or a breach of the False Negative Threshold shall respectively be a False Positive Covered Event or a False Negative Covered Event. 

 

If at the end of the Guarantee Period, subject to the terms and conditions of this Performance Guarantee, you suffer: 

  • A False Positive Covered Event, then we shall refund you [a multiple of] the Annual Service Fee; and/or
  • A False Negative Covered Event, then we shall refund you [a multiple of] the Annual Service Fee. 

 

The determination of whether a Domain is malicious or benign will be made at the time it is assessed by the Product.



PERFORMANCE GUARANTEE BRAND- OPTIONAL ADD-ON

 

We warrant to you that, for the Guarantee Period, the Brand Product’s: 

  • Brand False Positive Rate will not exceed the Brand False Positive Threshold; and 
  • Brand False Negative Rate will not exceed the Brand False Negative Threshold. 

 

A breach of the Brand False Positive Threshold or a breach of the Brand False Negative Threshold shall respectively be a Brand False Positive Covered Event or a Brand False Negative Covered Event. 

 

If at the end of the Guarantee Period, subject to the terms and conditions of this Performance Guarantee, your Customer suffers: 

  • A Brand False Positive Covered Event, then we shall refund you [a multiple of] the Brand Annual Service Fee; and/or
  • A Brand False Negative Covered Event, then we shall refund you [a multiple of] the Brand Annual Service Fee.

 

The determination of whether a Domain is malicious or benign will be made at the time it is assessed by the Brand Product.

 

Notwithstanding anything to the contrary, in no event during the Guarantee Period shall the Guarantee Holder receive from the Guarantee Provider in aggregate more than the Guarantee Limit for the Intelligence Product and for the Brand Product.

Reimbursment Request Process

  1. If, at the expiration of the Guarantee Period, you suffer a Covered Event, you shall notify us by sending an email to [email protected], including all relevant evidence from the log of your security system, such as screenshots or files (“Notification”). We shall proceed to review the collected data and within 30 (thirty) business days after the Expiration Date of the Guarantee, subject to the terms and conditions of this Guarantee: 
    1. determine your eligibility to receive a pay-out;
    2. request additional evidence of the Covered Event, if needed; and
    3. if eligible, notify you of the pay-out for the Covered Event (“Payment”) and make such Payment within 30 business days after the required internal verifications of such request have been cleared and approved.  
  2. If a Notification arises out of an event that is later determined (i) to be inconsistent with the definitions of such events, or (ii) relates to any Exclusions in this Performance Guarantee, you shall immediately reimburse us in full for all Payments made by us.

Specific Exclusions

This Performance Guarantee shall not apply with respect of any of the following:

    1. False Negatives or False Positives, Brand False Negatives or Brand False Positives,  related to, or arising from or in connection with a Pre-Existing Incident. 
    2. False Negatives or False Positives, Brand False Negatives or Brand False Positives in connection with Domains which had been expressly identified as legitimate by the Guarantee Holder or where access to a Network was granted by representatives of the Guarantee Holder.
    3. The False Negatives or False Positives, Brand False Negatives or Brand False Positives related to, or taking place: 
      • Within a Guarantee Holder’s Network, Customer’s or Guarantee Holder’s Customer Network, Protected Domains or Customer’s Protected Domains which is not protected by the Product or Brand Product
      • Where the Product or Brand Product is not fully implemented or installed.
      • Where the interface to the security system is not correctly configured.
      • Where the Product or Brand Product was not installed, used, or maintained in accordance with the Contract and any documentation provided to you.
  • Any Material Change caused or contributed to  by the Guarantee Holder, or Customer, unless agreed to by BforeAI in writing.
  1. False Negatives or False Positives, Brand False Negatives or Brand False Positives caused or exacerbated by a failure of the Guarantee Holder to follow BforeAI’s instructions or mitigation requests.

 

Technical Definitions

INTELLIGENCE GUARANTEE 

 

  • “Annual Service Fee” means the yearly fee paid by the Guarantee Holder as consideration for the Product, according to the Contract.
  • “Domain” means an indicator shared by the Intelligence Product, e.g. domain.com as a format.  
  • “False Positive” means an error in binary classification in which the Product incorrectly indicates the presence of a Malicious Domain in the Guarantee Holder’s Protected Domains when it in fact was benign. 
  • “False Negative” means a Malicious Domain in the Guarantee Holder’s Protected Domains not alerted by the Product.
  • “False Positive Rate” means the sum of all False Positives during the Guarantee Period (provided that no exclusions apply), divided by the total number of benign Domains in the Protected Domains during the Guarantee Period. 
  • “False Negative Rate” means the sum of all False Negatives during the Guarantee Period (provided that no exclusions apply), divided by the total number of Malicious Domains in the Protected Domains during the Guarantee Period.
  • “Malicious Domain” means a Domain that is created and/or used for nefarious purposes as set forth in Annex 2 of this document. 
  • “Material Change” means any change in the installation, configuration or use of Network, Protected Domains, and/or the Products which materially increases the risk in probability, degree or frequency of a Covered Event.
  • “Network” means interconnected electronic, wireless, web or similar systems used to process Data or information in analogue, digital, electronic, or wireless format including, but not limited to, computers, computer devices, data storage devices, back-up facilities, operating systems, control systems, network systems, Hardware, websites, email systems, intranet, Industrial Control Systems, SCADA Systems, and mobile devices.
  • “Pre-Existing Incident” means any unauthorized access to the operating system or Network, or an endpoint connected to either another endpoint or the Network, resulting in the implantation of an attack in the Network that occurs either (1) before such Network is protected by the Product; or (2) before the Guarantee Holder’s inception of the Guarantee Period.
  • “Product” means the BforeAI PreCrime Intelligence solution.



BRAND GUARANTEE 

 

  • “Brand Annual Service Fee” means the yearly fee paid by the Guarantee Holder as consideration for the Brand Product, according to the Contract.
  • “Brand False Positive” means an error in one of either (a) the binary classification in which the Brand Product incorrectly indicates the presence of a Malicious Domain in the Protected Domains when it in fact was benign or (b) the binary classification in which the Brand Product incorrectly attributes (attribution to be solely determined by us) a Malicious Domain to the Guarantee Holder when in fact it should not have been attributed to the Guarantee Holder. 
  • “Brand False Negative” means one of either (a) a Malicious Domain in the Protected Domains not alerted by the Product or (b) a Malicious Domain incorrectly not attributed to the Guarantee Holder (attribution to be solely determined by us).
  • “Brand False Positive Rate” means the sum of all Brand False Positives during the Guarantee Period (provided that no exclusions apply), divided by the total number of (a) benign Domains in the Customer’s Protected Domains during the Guarantee Period and (b) Domains not attributed to the Customer during the Guarantee Period. 
  • “Brand False Negative Rate” means the sum of all Brand False Negatives during the Guarantee Period (provided that no exclusions apply), divided by the total number of (a) Malicious Domains in the Customer’s Protected Domains identified during the Guarantee Period and (b) Domains attributed to the Customer during the Guarantee Period.
  • Brand Product” means the BforeAI PreCrime Brand solution.

“Protected Domains” means the Guarantee Holder’s group of Domains fully visible to and protected by the Product, functioning in accordance to BforeAI’s instructions. Any Domain that is not declared to the Product is not part of Guarantee Holder’s Protected Domains.

Performance Guarantee – Annex 1

General Exclusions

This Performance Guarantee does not apply for losses that directly or indirectly caused by the following events:



  • A total or partial interruption or reduction in performance or use of power, heating, lighting, water, electricity, utility, internet or any other telecommunication including cable or satellite, 
  • Any malicious, reckless, fraudulent or intentional misbehavior, misconduct, whether by omission or commission of the Guarantee Provider or its representatives, including any grossly negligent breach of any applicable laws and regulations;
  • Any radioactive, toxic, explosive or other hazardous or contaminating properties of any radioactive matter or any nuclear installation, reactor or other nuclear assembly or nuclear component thereof, including any weapon or device employing atomic or nuclear fission and/or fusion or other like reaction or radioactive force or matter or any chemical, biological, bio-chemical or electromagnetic weapon;
  • Terrorism;
  • War, invasion, acts of foreign enemies, hostilities or war-like operations (whether war be declared or not), civil war, rebellion, revolution, insurrection, civil commotion, military or usurped power, strike, riot, vandalism, malicious mischief;
  • Cyber Incident;
  • A Communicable Disease or the fear or threat (whether actual or perceived) of a Communicable Disease; all regardless of any other cause or event contributing concurrently or in any other sequence to the loss, damage, costs or liability;
  • Any natural catastrophes or events caused by natural forces, including but not limited to flood, drought, hail, extreme and unusual heat, solar flares, extreme and unusual cold, snow/frost/ice, windstorm, lightning, tornados, other extreme weather events, tsunamis, rising or falling water levels, earth movement, volcanic eruption, wildfires, and other natural catastrophes.

Additional Conditions To The Performance Guarantee

  • Termination

This Performance Guarantee shall be terminated with immediate effect if one or more of the following events occur:

  1. You become bankrupt or file for bankruptcy;
  2. You make or have made a knowingly false or fraudulent Notification under this Performance Guarantee;
  3. You are more than ten (10) working days late in any of your payment obligations to us. 

 

  1. Rights of Recovery 

  The rights of recovery apply. 

 

  1. Transferability

Neither party may assign its rights or obligations under this Guarantee without the prior written consent of the other party, which consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, this Guarantee may be assigned by either party in connection with a merger, consolidation, sale of all of the equity interests of the party, or a sale of all or substantially all of the assets of the party to which this Guarantee relates. This Guarantee is binding upon and inures to the benefit of the Parties and their respective successors and assigns..

 

  1. Merger Clause

This Performance Guarantee constitutes the entire agreement between you and us concerning the subject matter of this Performance Guarantee and it supersedes any prior or concurrent proposals, agreements, understandings, or other communications between the parties, oral or written, regarding such subject matter. For the avoidance of doubt, this Performance Guarantee is in addition to the Contract and except as expressly set forth herein, nothing in this Performance Guarantee is intended to supersede, modify or amend the Contract.


  • Limitation of Liability

IN NO EVENT WILL WE OR OUR SUPPLIERS BE LIABLE (UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STATUTE, TORT OR OTHERWISE) FOR ANY LOST PROFITS, LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, LOST DATA, DATA RESTORATION, OR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES OR SUCH DAMAGES OR LOSSES WERE REASONABLY FORESEEABLE; AND IN NO EVENT SHALL OUR LIABILITY UNDER OR ARISING FROM THIS PERFORMANCE GUARANTEE EXCEED THE LIMITS AS SET FORTH IN THE GUARANTEE SCHEDULE ABOVE FOR THE GUARANTEE PERIOD.

 

  1. Law/Jurisdiction

This Performance Guarantee will be governed by and construed in accordance with the laws of England and Wales without giving effect to any principles of conflict of laws.  Any legal action or proceeding arising under this Performance Guarantee will be brough exclusively in the federal or state courts located in England and Wales and the Parties irrevocably consent to the personal jurisdiction and venue therein

Used Terms And Their Definitions

  • “Communicable Disease” means any disease which can be transmitted by means of any substance or agent from any organism to another organism where: 
    • the substance or agent includes, but is not limited to, a virus, bacterium, parasite or other organism or any variation thereof, whether deemed living or not; and 
    • the method of transmission, whether direct or indirect, includes but is not limited to, airborne transmission, bodily fluid transmission, transmission from or to any surface or object, solid, liquid or gas or between organisms; and 
    • the disease, substance or agent can cause or threaten damage to human health or human welfare or can cause or threaten damage to, deterioration of, loss of value of, marketability of or loss of use of property.
  • “Computer System” means any computer, hardware, information technology and communications system or electronic device − including any similar system or any configuration of the aforementioned and including any associated input, output or Electronic Data storage device, networking equipment or back up facility − owned or used by the Guarantee Provider. 
  • Contract” means either the Purchase Order (PO), Service Level Agreement (SLA), End User License Agreement (EULA) or any other agreement between BforeAI and Guarantee Holder to which this Performance Guarantee attaches.
  • “Cyber Incident” includes 
    • unauthorized, intentional or malicious acts or omissions (including by any employee of the Guarantee Provider), regardless of time and place, or the threat or hoax thereof involving access to, processing of, use of or operation of any Computer System and/or
    • Malware or Similar Mechanism and/or
    • any unintentional or unplanned – whole or partial – outage of the Guarantee Provider’s Computer System,
    • any unintentional or unplanned change to any Computer system or any Electronic Data;
    • affecting access to, processing of, use of or operation of any Computer System or any Electronic Data by any person or group(s) of persons
  •  “Electronic Data” means facts, concepts and information converted to a form useable for communications, interpretation or processing by electronic and electromechanical data processing or electronically controlled equipment and includes programs, software and other coded instructions for the processing and manipulation of data or the direction and manipulation of such equipment owned or used by the Guarantee Provider.
  • “Malware or Similar Mechanism” means any program code, programming instruction or other set of instructions intentionally constructed with the ability to damage, interfere with or otherwise adversely affect computer programs, data files or operations (whether involving self-replication or not), including but not limited to Virus, Trojan Horses, Worms, Logic Bombs or Denial of Service Attack.
  • “Terrorism” means an act, including but not limited to the use of force or violence and/or the threat thereof, of any person or group(s) of persons, whether acting alone or on behalf of or in connection with any organization(s) or government(s), committed for political, religious, ideological or similar purposes including the intention to influence any government and/or to put the public, or any section of the public, in fear.

Performance Guarantee – Annex 2

Definition Of Malicious Domain Purposes

Malware: Websites and other servers that host malicious software, drive-by downloads/ exploits, mobile threats, and more.

Command and Control (C2) Callbacks: Compromised devices get instructions and malware downloads by communicating with attackers’ infrastructure.

Phishing Attacks: Fraudulent websites that aim to trick users into handing over personal or financial information.

Cryptomining: Cryptomining allows organizations to control cryptominer access to mining pools and web miners.

Potentially Harmful Domains: Domains that exhibit suspicious behaviour and may be part of an attack.

Adware: Adware, or advertising-supported software, is any software package that automatically renders advertisements in order to generate revenue for the author. The advertisements may be in the user interface of the software or presented in the web browser. Adware may cause tabs to open automatically that display advertising, make changes to the home page settings in your web browser, offer ad-supported links from search engines, or initiate redirects to advertising websites.

Botnet: A botnet is a number of Internet-connected systems infected with malware that communicate and coordinate their actions received from command and control (C&C) servers. The infected systems are referred to as bots. The most typical uses of botnets are DDoS attacks on selected targets and the propagation of spam.

Browser Hijacker: A Browser Hijacker is any malicious code that modifies a web browser’s settings without a user’s permission, to inject unwanted advertising into the user’s browser or redirect to fraudulent or malicious sites. It may replace the existing home page, error page, or search page with its own. It can also redirect web requests to unwanted destinations.

Bulletproof Hosting: Bulletproof hosting is a service provided by some domain hosting or web hosting firms that allows their customer considerable leniency in the kinds of material they may upload and distribute. This type of hosting is often used for spamming, phishing, and other illegal cyber activities.

Cryptojacking: Cryptojacking is malicious cryptomining and the covert use of a systems computer resources to mine cryptocurrency. Cryptojacking is initiated by malware or through webcryptominers embedded in website code.

Drive-by Download: Any download that happens without a person’s consent or knowledge.

Dropper: A dropper is a program or malware component that has been designed to “install” some sort of malware (ransomware, backdoor, etc.) to a target system. The dropper may download the malware to the target machine once it is received from the command and control server or from other remote locations.

 

Exploit Kit: An exploit kit is a software kit designed to run on web servers with the purpose of identifying software vulnerabilities in client machines communicating with it, and discovering and exploiting vulnerabilities to upload and execute malicious code on the client.

 

Fast Flux Botnet: Fast flux is a DNS technique used by botnets to hide phishing and malware delivery sites behind an ever-changing network of compromised hosts acting as proxies. It can also refer to the combination of peer-to-peer networking, distributed command and control, web-based load balancing and proxy redirection used to make malware networks more resistant to discovery and counter-measures.

 

Information Stealer: An information stealer is a trojan that can harvest keystrokes, screenshots, network activity, and other information from systems where it is installed. It may also covertly monitor user behaviour and harvest personally identifiable information (PII) including names and passwords, chat programs, websites visited, and financial activity. It may also be capable of covertly collecting screenshots, video recordings, or have the ability to activate any connected camera or microphone. Collected information may be stored locally and later retrieved, or may be transmitted to a command and control server.

 

Loader: A loader is a type of malware or malicious code used in the loading of a second-stage malware payload onto a victim’s system. The loader is able to hide a malware payload inside the actual loader code instead of contacting a remote location to download a second-stage payload.

 

Malvertising: Malvertising involves injecting malicious or malware-laden advertisements into legitimate online advertising networks and webpages. Malvertising is often used in exploit kit redirection campaigns.

Mobile Trojan: A mobile trojan is a trojan designed to target and infect mobile phones running Android, iOS, Windows or other mobile operating systems.

 

Point-of-sale Malware: Point-of-sale malware (POS malware) is used by cybercriminals to target point of sale terminals with the intent to obtain credit card and debit card information by reading the device memory from the retail checkout point of sale system.

 

Ransomware: Ransomware is computer malware that installs covertly on a victim’s computer, encrypts files, and demands a ransom be paid to decrypt the files or to prevent the attacker from publishing the victim’s data publicly.

Remote Access Trojan (RAT): A Remote Access Trojan (RAT) is malware that allows covert surveillance or unauthorized access to a compromised system. RATs make use of specially configured communication protocols. The actions performed vary but follow typical trojan techniques of monitoring user behaviour, exfiltrating data, lateral movement, and more.

Rootkit: A rootkit is a collection of computer software, typically malicious, designed to enable access to a computer or areas of its software that would not otherwise be allowed (for example, to an unauthorized user) and often masks its existence or the existence of other software.

Scareware: Scareware is a form of malicious software or website that uses social engineering to give the perception of a threat in order to manipulate users into buying or installing unwanted software. Scareware misleads users by using fake alerts to trick them into believing there is malware on their computer and manipulates them into paying money for a fake malware removal tool or allowing an entity remote access to their system to clean the malware. Instead of remediation, the software or remote entity delivers malware to the computer.

 

Spam: Spam is an unwanted, unsolicited message that can be received through email or SMS texts. Spam is sent to many users in bulk. It is often sent through the means of a botnet. Spam can contain advertising, scams, or soliciting. In the case of malspam or malicious spam, it contains malicious attachments or links that lead to malware.

 

Spyware: Spyware gathers information about a person or organization without their knowledge. It may assert control over a computer without the user’s knowledge.

 

Trojan: A Trojan is malware which is used to compromise a system by misleading users of its true intent. Trojans typically create a backdoor, exfiltrate personal information, and can deliver additional malicious payloads.

 

Worm: A computer worm is malware that replicates itself in order to spread to other computers. Worms typically spread through the computer network or removable storage devices that are shared between systems, relying on security failures on the target computer.