Spider AF
Terms of Service

These SPIDER AF TERMS OF SERVICE (including any individual terms and conditions, fee schedules, manuals, specification rules, FAQs, etc., as set forth by the Company in any document, hereinafter referred to as the “Terms of Service”) are, in principle, the terms of service for customers (hereinafter referred to as the “User”) to use SpiderAF (including all supplementary services, hereinafter referred to simply as “SpiderAF”), an ad-fraud prevention tool owned by Spider Labs Corporation  (hereinafter referred to as the “Company”).

By using SpiderAF, regardless of whether or not you have applied for use, you are deemed to have agreed to these Terms of Service, so please read them carefully before using SpiderAF. Use of SpiderAF means any act of viewing any part of the information provided by SpiderAF, providing information to the Company regarding SpiderAF, and any other activities related to or through SpiderAF.

Article 1. (Term and Conditions)

  1. 1. The User shall apply for the use of SpiderAF in the manner prescribed by the Company upon agreeing to the terms and conditions herein. Any individual terms and conditions, fee schedule, manuals, specification rules, FAQs, etc. set forth by the Company with respect to SpiderAF shall constitute a part of these Terms of Service and shall be governed by these Terms of Service. In the event of any conflict with these Terms of Service, the content of such individual terms and conditions shall take precedence.
  2. 2 The license agreement for the use of SpiderAF (hereinafter referred to as the “Usage Agreement”), which is formed between the User and the Company, shall be formed at the time of the Company’s acceptance of the User’s application as set forth in the preceding paragraph.
  3. 3 The User may use SpiderAF only in accordance with the Usage Agreement which contains these Terms of Service. If the contents of these Terms of Service conflict with any agreement made between the User and the Company prior to the start of use of SpiderAF by the User, these Terms of Service shall prevail, except where such agreement is specified in the application form.

Article 2. (Notice from Spider Labs)

  1. 1. In principle, any and all notices from the Company to the User regarding SpiderAF shall be sent to the User on the SpiderAF website (hereinafter deemed to include any applications, etc. related to SpiderAF) or to the User’s email address as provided by the User to the Company. The notification shall take effect at the time the Company sends the notification. In the event of a change in the information provided to the Company, the User must notify the Company of the change in advance or immediately after the change in the manner prescribed by the Company.
  2. 2. In the event that a notification method other than the notification prescribed in the preceding paragraph is used, the notification shall become effective when the period reasonably necessary for such notification to reach the User has elapsed.
  3. 3. The notices set forth in the preceding two paragraphs shall become effective regardless of whether or not the User actually receives or acknowledges the notice.

Article 3. (Grant of License)

  1. 1. The Company grants to the User a license to use SpiderAF (including any modification, alteration or amendment to SpiderAF after the User starts using SpiderAF) on the condition that the User complies with these Terms of Service and other conditions of use stipulated by the Company and provides the Company with information required by the Company for the use of SpiderAF. The same shall apply hereinafter.
  2. 2. Notwithstanding the preceding paragraph, we may grant the User permission to use SpiderAF even if we are unable to provide all of the information requested by the User due to the specifications of the system used by the User. In such a case, the User acknowledges that the User may suffer disadvantages due to the limitation of SpiderAF functions or the reduction of reliability of the results. In such a case, the User agrees in advance that the Company shall not be liable for any disadvantage caused thereby.
  3. 3. The User shall, in using SpiderAF, comply with the relevant laws and regulations applicable to the User, such as the Act on the Protection of Personal Information, all at the User’s own expense and responsibility.
  4. 4. The User may sublicense the use of SpiderAF to the User’s customers or other third parties with the prior consent of the Company only to the extent permitted in the preceding three paragraphs (the User’s customers to whom the Company has granted such consent are hereinafter referred to as the “Sublicensee”). In the event of sublicensing, however, the User shall have the User’s customers go through the Company’s screening process in accordance with the procedures prescribed by the Company and comply with these Terms of Service and other conditions of use stipulated by the Company. The User shall be liable for any and all acts of the Sublicensee as if they were the User’s own acts.

Article 4. (Term of Use)

  1. 1. The service period of Spider AF shall be as set forth below. Please note that the User may not cancel the service during the service period unless otherwise specifically set forth in these Terms.
    (1) In the case of service on a monthly basis (hereinafter referred to as the “Monthly Service”): the period from the service commencement date through the same day of the following month to which such date belongs (and if extended, the one-month period from the service commencement date day of the next following months; the same shall apply thereafter);
    (2) In the case of service for more than one month, such as a service period of one (1) year (hereinafter referred to as the “Yearly Service, etc.”): the relevant period from the service commencement date.
  2. 2 .Unless either the User or Spider Labs expresses its intention to terminate the Service Agreement at least one (1) month prior to the expiration of the service period, the service period shall be automatically extended for the same period under the same terms and conditions, and the same shall apply thereafter. If such intention is expressed, the Service Agreement shall end on the date of expiration of the service period next following the service period that includes the date of notice of such intention.
  3. 3. Notwithstanding the preceding two paragraphs, the User may not end the service period until the expiration date of the service period during which the first twelve-month period following the service commencement date passes, with such first twelve-month period being the minimum service period; provided that, by paying, in a lump sum, the service fees payable up to the date on which the Service Agreement would otherwise end in accordance with the main text of this paragraph, the User may immediately cease the use of Spider AF (which means the termination of the Service Agreement; the same shall apply hereinafter). Additionally, the monthly service fee in this case shall be calculated by using the average monthly service fee during the most recent twelve (12) months (if the relevant period is less than twelve (12) months, then the average monthly service fee during the relevant period).
  4. 4. Notwithstanding the preceding three paragraphs, Spider Labs may designate, as an initial implementation period (trial period), a period of no less than two (2) weeks but no more than one (1) month following the commencement date of the Service Agreement. In such event, the User may cease the use of Spider AF upon the expiration of such period only by paying the service fees during such period (only where such service fees are payable). Additionally, if such period is designated, the “Service Commencement Date” shall be the full-scale commencement date, which is the day next following the end date of such initial trial period.

Article 5. (Usage Fee)

  1. 1.The usage fee for SpiderAF shall be determined separately by the Company in the fee schedule in accordance with the amount of data to be analyzed, advertising methods, the scope of services provided by the Company, and any other reasons determined by the Company, in addition to the fee schedule specified in the application form.
  2. 2. The usage fee shall not be prorated (even if the service termination date is in the middle of a month). However, this shall not apply if otherwise specified in the application form.
  3. 3.In the event that the User wishes to change plans in the middle of the usage period (including cases where the plan is automatically changed in accordance with the conditions set forth in the fee schedule), in principle, if the usage fee is increased, the User shall pay the increased fee from the calculation period that includes the date of the increase, and if the usage fee is decreased, the User shall pay the reduced fee from the calculation period that includes the date of the decrease. However, this shall not apply if otherwise specified in the application form.
  4. 4.If the User wishes to change plans during the usage period and the Company separately stipulates such change, the User shall pay a plan change fee.
  5. 5. The Company may change the usage fees (including the rules for calculating usage fees) based on diversification and complexity of advertising methods, changes in the scope of services provided by the Company, economic conditions, and other circumstances, with prior notice to the User. If the User uses SpiderAF after the Company’s notification of a change in usage fees (including any case where the User has not terminated the Usage Agreement; the same shall apply hereinafter), the User agrees in advance that the User shall be subject to the post-change usage fees from the date of change as determined by the Company.
  6. 6. The User shall report to the Company each time a plan change occurs or is expected to occur, in accordance with the conditions set forth in the fee schedule. In the event that the User fails to so report and does not pay all or part of the usage fees, the User shall immediately pay to the Company the difference between the usage fees that were originally due and those that have already been paid, together with any late payment penalties up to the date of payment.

Article 6.(Infrastructure and Facilities)

  1. The User shall prepare, install and maintain at its own responsibility and expense all infrastructure and facilities, including but not limited to servers, and installation and configuration of application tools, which are required for the use of SpiderAF as specified by the Company. The Company shall not be liable for any damages incurred by the User or its customers in the event that the User violates such obligations, and the User hereby agrees to this in advance.

Article 7. (Prohibited Matters)

  1. 1.The Company prohibits the User from committing any of the following acts when using SpiderAF. In addition, the User agrees that the Company has the right to conduct an audit of the User to confirm compliance with these Terms of Service, provided that the Company notifies the User in writing in advance, and the User shall comply with the Company’s request for such audit.
    (1) Use of the service in a method or manner not specified by the Company in its manual.
    (2) Copy or modify SpiderAF, in whole or in part, except as expressly permitted in these Terms of Service or as otherwise authorized in writing by the Company.
    (3) Reverse engineer, disassemble, decompile, trace, or debug SpiderAF, except as expressly permitted in this Agreement or as otherwise permitted by the Company in writing.
    (4) Remove any intellectual property notices or trademarks of SpiderAF.
    (5) Disclose any information contained in SpiderAF to any third party (excluding Sublicensees) without the prior written consent of the Company.
    (6) Lease, rent, assign, quote, sublicense, resell or otherwise use SpiderAF with respect to any third party (excluding Sublicensees) without the Company’s prior written consent, whether with or without compensation.
    (7) Use SpiderAF for the benefit of a third party (excluding Sublicensees) or conduct secondary use or display or disclosure for commercial purposes to an unspecified number of people without the prior written consent of the Company.
  2. 2.The Company may suspend the use of SpiderAF by the User if it is found that the User falls under any of the following items:
    (1) The user is not a real person or organization.
    (2) The user has a history of violating any agreement for the use of our products including SpiderAF.
    (3) The information provided to us is false, erroneous or insufficient.
    (4) The User is a minor, an adult ward, a person under curatorship or a person under assistance, and the procedure for commencement of use has not been performed by the adult guardian, or the consent of the legal representative, curator or assistant has not been obtained at the time of commencement of use.
    (5)The use of SpiderAF by the User causes any hindrance to the Company’s business performance or technical difficulties.
    (6) The User’s directors, employees or customers (including directors and employees of a corporation if the customer is a corporation) are members of an organized crime group (“bouryokudan”), a bouryokudan member, a person for whom five years have not passed since ceasing to be a bouryokudan member, an associate member of a bouryokudan, a bouryokudan-related company, a bouryokudan-related organization, shareholder extortionist, a socially motivated group, a special intelligence violence group or the like, or any other person equivalent to any of the foregoing (collectively, “bouryokudan”).

Article 8. (Warranty)

  1. SpiderAF is provided to the user on an “as is” basis. The Company disclaims all warranties, representations, undertakings, express or implied, including but not limited to the warranty of non-existence of defects or errors, warranty of fitness for a particular purpose of use or equipment, warranty of eligibility or reliability of results of use, warranty of accuracy of filtering, integration or conversion results by SpiderAF, warranty that the category classification specified by SpiderAF will meet the requirements of the user, warranty that Internet connection will not be interrupted or terminated, and warranty of non- infringement of third party rights.

Article 9. (Changes to Specifications)

  1. 1.The Company may, at its own discretion, change the specifications of SpiderAF (including but not limited to design changes, program rewriting, database specification changes, etc.), service contents or other changes, even after the User has started using SpiderAF.
  2. 2. With regard to the specification changes in the preceding paragraph, the Company shall not be obligated to obtain the consent of the User and its customers, but shall notify the Users of the content and timing of the changes in a manner the Company deems appropriate.
  3. 3.In the event that the Company agrees to the specification changes in Paragraph 1 upon separate consultation, the Company shall make the specification changes and the User shall pay the separately determined costs and remuneration to the Company.
  4. 4.The Company shall not be liable for any losses incurred by Users or clients as a result of specification changes based on this Article 9.
  5. 5. The Company may sub-contract all or part of the work related to SpiderAF provided under the Usage Agreement to a third party under our responsibility.

Article 10. (Handling of Data)

  1. 1. The User shall back up at his/her own responsibility any and all data, contents, usage records and other information provided in connection with SpiderAF (hereinafter simply referred to as “Data”) which the User deems important, and the Company shall not be obligated to back up the Data.
  2. 2. The Company may delete all or part of the Data at its discretion when the Usage Agreement is terminated or after a storage period separately determined by the Company has elapsed. The Company shall not be liable for any losses incurred by the User or its customer as a result of the measures described in this paragraph.
  3. 3. Based on Data provided by the User, for any website where the Company detects ad-fraud, the Company may collect server/domain information, text, image, audio, html information, user agent information (IP address, terminal information, referrer, etc.) of the user who accessed the website and click, browse, and installation behavior information of the user in order for the Company to provide more accurate services of Spider AF by adjusting parameters, updating databases, etc. The Company will apply the data collected to improved accuracy of SpiderAF in transactions with third parties. All rights to the adjusted and updated parameters, databases, etc. are deemed the sole property of the Company, and the User shall not hold any rights in the same. The Company shall be able to view and use any such information provided by the User and other data such as usage records of SpiderAF by the User to the extent necessary for the operation of the services provided by the Company free of charge and on a permanent basis after the expiration of the term of the User Agreement, and the User hereby consents to such use in advance.
  4. 4. The User agrees that the Company may use the information of corporations and organizations, information that cannot easily identify individuals who are the subjects of personal information, the usage status of SpiderAF, or statistical data, analysis data, etc. created by the Company based on such information, for publication or reproduction on its website, newspapers, magazines, books and other various media, or for use in the Company’s other business activities.
  5. 5. The Company may provide any third party to whom the Company has outsourced all or part of the business related to SpiderAF with information regarding the User including confidential information and personal information to the extent necessary to achieve the purpose of the outsourcing, and the User hereby consents to such provision in advance.
  6. 6. To fulfill the requirements of Article 28 of the GDPR, to which the User may be subject, please refer to the Annex I “Data Protection Agreement”.

Article 11.(Suspension and Cessation)

  1. 1. The Company may suspend or cease to provide SpiderAF to the User and the User’s customers without prior notice in any of the following cases:
    (1) In the event of failure of computers, servers, systems and telecommunication facilities, etc. (hereinafter referred to as the “System”) related to SpiderAF
    (2) When necessary for maintenance, inspection, etc. of the System
    (3) When telecommunications carriers suspend or stop providing telecommunications services
    (4) When the service cannot be provided due to force majeure such as earthquake, lightning, fire, windstorm, flood, power outage, natural disaster, etc.
    (5) In the event of a malfunction of this system, unauthorized access to this system by a third party, etc.
    (6) In the event that SpiderAF or the System is unavailable due to legal or government orders, etc.
    (7) In any other cases where the Company deems it necessary to suspend or discontinue SpiderAF or the System
  2. 2. The Company shall endeavor to notify the User in advance when the Company suspends the provision of SpiderAF or the System for any of the reasons set forth in the preceding paragraph. However, this shall not apply in case of emergency.
  3. 3. The Company shall not be liable for any losses incurred by the User or customers as a result of the suspension of service for reasons stipulated in Paragraph 1 above.

Article 12. (Cancellation)

  1. 1. Mid-term cancellations are not permitted during the contract period.
    2. The Company may immediately terminate the Usage Agreement for use without any notice or demand if any of the following items applies to the User or its customer:
    (1) The User or customer violates any of the provisions of these Terms of Service.
    (2) When the User commits a serious breach of contract or breach of trust that makes it difficult to continue the contract, such as providing false information or not paying the usage fee
    (3) When the User violates related laws and regulations or commits an act that offends public order and morals
    (4) When there is a suspension of payment, when the User falls into a state of insolvency, when a petition is filed for commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, or special liquidation, when a suspension of transactions by a clearing house is received, or when an order or notice of provisional seizure, provisional attachment, or seizure is issued or sent with the User as the debtor
    (5) In addition to the preceding item, when there is a change in assets, credit, business, organization, or system, etc., and the Company determines that there is a risk of difficulty in fulfilling obligations based on these Terms of Service
    (6) When other circumstances arise that make it difficult for the Company to continue the Usage Agreement.
    3. When any of the items in the preceding paragraph applies, or when cancellation based on the following Article 13 is made, the User shall lose the benefit of waiting until the end of the Term and shall immediately repay any and all monetary obligations owed to the Company.
    4. To cancel the contract, the user must contact the company’s support team by email at least 30 days before the end of the contract period.
    5. If no notice of cancellation of service is received at least one month prior to the end of the service period, the subscription will automatically renew for another term under the same conditions as the previous contract.
    6. The renewed contract term cannot be terminated before the end of the contract term.

Article 13. (Exclusion of Anti-Social Forces)

  1. 1. The User and the Company agree as follows regarding the refusal of relations with Anti-Social Forces.
  1. 2.Anti-Social Forces” means any person who falls under any of the following items:
    (1) Boryokudan (organized crime group) as defined in Article 2, Item 2 of the Law Concerning Prevention of Unjust Acts by Boryokudan Members and their affiliated organizations
    (2) Members of the Boryokudan and its affiliated organizations as defined in the preceding item
    (3) Groups or individuals such as shareholder extortionists, social movement advocacy groups, political movement advocacy groups, and special intelligence violent groups
    (4) Organizations or individuals for whom five years have not passed since they ceased to be any of the preceding three items.
    (5) In addition to any of the preceding items, organizations or individuals that make unreasonable demands using violence, force, threatening language, or fraudulent methods in pursuit of financial gain
    (6) Any organization or individual that makes unreasonable demands by suggesting that it has a relationship with any of the foregoing organizations, members or individuals, and pursues economic benefits
    (7) Any entity or individual who is equivalent to any of the foregoing entities, members, or individuals.
  1. 3. The User and the Company shall represent and warrant to the other party regarding the following items.
    (1) Officers, key employees, or major shareholders are not organized crime groups, members of organized crime groups, companies affiliated with organized crime groups, or their related parties, or other antisocial forces.
    (2) No cooperation or involvement in the maintenance or operation of antisocial forces.
    (3) Not be involved in the management of antisocial forces.
    (4) not to use antisocial forces.
  2. 4. In the event that the User or the Company discovers a violation of the preceding paragraph, the applicable party shall immediately report such fact to the other party, and in the event that a party is requested by the other party to provide information or take corrective measures, etc. upon showing reasonable grounds therefor, such as being necessary to confirm the exclusion of anti-social forces or the suspicion that the other party is in violation of the preceding paragraph, the party shall immediately provide the information requested by the other party or take corrective measures immediately. However, if the other party’s request is unreasonable, a response that the party deems reasonable shall be sufficient.
  3. 5. In the event that the other party violates or is reasonably deemed to violate any of the preceding two paragraphs, the User and the Company may immediately terminate all or part of the contract or agreement with the other party without the need for notice or any other procedures.
  4. 6. The party who exercises the right of termination in the preceding paragraph shall not be liable for any damages incurred by the other party as a result of such exercise.

Article 14. (Termination of Usage Agreement)

  1. 1. In the event of termination of the Usage Agreement for any reason whatsoever, the User’s license with respect to SpiderAF shall cease to exist, and the User shall immediately stop using SpiderAF, including the User’s customers, etc., and shall not use SpiderAF thereafter. In this case, the User agrees to immediately return, dispose of or remove any and all software, data, materials, reproductions related to SpiderAF, etc. provided by the Company in connection with the User Agreement in accordance with the instructions of the Company.
  2. 2. The Company may, at its discretion, terminate the User’s operation of SpiderAF if the Company deems that the continuous operation of SpiderAF is inappropriate, in which case the User Agreement shall terminate at the same time. However, in the event of such termination, the Company shall give prior notice to the User.
  3. 3. In the event of termination of the Usage Agreement during the term of use, no prepaid usage fees shall be refunded to the User, regardless of the reason.

Article 15. (Ownership of Rights, etc.)

  1. 1.Intellectual property rights including copyrights and all other rights related to SpiderAF shall belong to the Company. In the event that the User directly or indirectly, for any reason or in any manner, disputes the ownership or validity of the rights, the Company may terminate the Agreement immediately without notice.
  2. 2.The User agrees that all copies of SpiderAF shall bear the same intellectual property rights as those displayed on SpiderAF.
  3. 3. The User is not granted any rights with respect to SpiderAF other than the rights expressly granted in these Terms of Service, and all rights not expressly granted and all other rights are reserved by the Company.
  4. 4.The Company may transfer or assign to a third party the Company’s position under the Usage Agreement or the Company’s rights or obligations under the Usage Agreement, and to the extent necessary for such transfer or assignment, the Company may provide such third party with information on the User or its customers.

Article 16. (Confidential Information)

  1. 1. “Confidential Information” as used in these Terms of Service means any information disclosed by the Company to the User in connection with the Usage Agreement, the disclosure of which may cause disadvantage to the Company. However, the information specified in each of the following items is not included in Confidential Information.
    (1) Information that was already public knowledge at the time the user received the disclosure
    (2) Information that became public knowledge through no fault of the User after the user received the disclosure
    (3) Information that was already legally obtained by the User at the time the User received the disclosure
    (4) Information that is not confidential and was developed independently by the User
    (5) Information that was legitimately provided by a third party to the User without any obligation to maintain confidentiality.
  1. 2. The User shall not disclose, provide or divulge Confidential Information to any third party (including, in particular, but not limited to, our competitors) without our prior written consent, and shall not use or reproduce the Confidential Information beyond the minimum extent necessary for the use of SpiderAF.
  1. 3. If the User discloses or provides the Confidential Information to a third party, the User shall impose on such third party an obligation equivalent to its own obligation under these Terms of Service and shall make such third party comply with such obligation.
  2. 4. Upon termination of the Agreement or upon our request, the User shall immediately return to us, or dispose of or remove the Confidential Information (including any and all copies, altered materials, etc.) at our option.

Article 17. (Injunctive and Other Relief)

  1. 1.The Company shall not be liable for any damages (including but not limited to loss of business profits, business interruption, loss of data or other monetary damages) incurred by the User or any third party in connection with this Agreement or use of SpiderAF, regardless of the cause of action, including but not limited to default of obligation, tort liability or any other legal claim. We shall not be liable for any such damages, irrespective of the foreseeability of the occurrence of such damages.
  2. 2.The Company shall not be liable for any damages arising from the Company’s taking or failing to take any measures in accordance with these Terms of Service, damages arising from claims of infringement of a third party’s rights against SpiderAF, damages arising from a malfunction of SpiderAF, damages arising from a user’s failure to operate SpiderAF, damages arising from failure of equipment installed and maintained by the User, the Company or a third party. The Company shall not be liable for damages caused by the failure of equipment installed, maintained, or managed by the User, the Company, or a third party, damages caused by a third party's program, damages caused by a virus, hacking, or other illegal access, damages caused by the suspension or interruption of this system, and damages caused by a third party such as a telecommunications carrier, Internet service provider, or the like.
  3. 3.he Company shall not be liable for any dispute between the User and a third party arising out of or as a result of the User’s use of SpiderAF, including but not limited to the acquisition or viewing of a third party’s personal information and communication contents. The User shall handle and resolve such disputes at his/her own expense and responsibility and shall immediately compensate the Company for any damages (including costs required to restore the image of SpiderAF, attorney's fees, litigation costs and compensation for damages to third parties) incurred by the Company, and shall not cause any inconvenience to the Company. In addition, the User shall cooperate with the Company at our request in order to resolve such disputes.

Article 18. (Injunction and Other Remedies)

  1. In the event of noncompliance with these Terms of Service, the Company may suffer irreparable damage. Therefore, in addition to monetary compensation and other remedies based on law, the User agrees in advance that the Company shall be entitled to specific performance or injunctive relief as remedy for breach or threatened breach of these Terms of Service without warranty, other security provision or grounds for damage.

Article 18. (Other Conditions)

  1. 1.The laws of Japan (including procedural laws) shall apply to these Terms of Service, and the Tokyo District Court shall have exclusive jurisdiction in the first instance over any dispute arising from or in connection with the use of SpiderAF and its results.
  2. 2.Neither party shall be liable for any delay in performance of these Terms of Service or non-fulfillment of all or part of these Terms of Service due to a natural disaster or other force majeure.
  3. 3.Even if any part of these Terms of Service is determined to be illegal, invalid, or unenforceable, the effective provision that most closely matches the intent of such part shall be substituted for the part determined to be illegal, invalid, or unenforceable, or a reasonable interpretation shall be made so that the effective provision that most closely matches the intent of such part shall apply. The remaining provisions shall thereafter remain in full force and effect. Even in the event that any part of the provisions of the Company’s disclaimer is determined to be illegal, invalid, or unenforceable, the scope of damages for which the Company is liable to the User or a third party shall be limited to direct and ordinary damages (excluding lost profits) that have actually occurred. The maximum amount of damages shall be the amount equivalent to three (3) months’ worth of the average monthly usage fees (or the average monthly usage fees incurred during the relevant period if the period is less than twelve (12) months) for the twelve (12) months immediately preceding the month in which the causal act of the User occurred.
  4. 4. The English language is the official language of these Terms and Conditions, and even if a translation of these Terms of Service has been prepared in a language other than English, such translation shall be for reference purposes only, and only the English language version shall be effective between the User and the Company.
  1. 5.The Company may change the Terms of Service as necessary without prior notice to the User, and the amended Terms of Service shall take effect from the time of notification to the User (or from the effective date, if such date has been specified). If the User uses SpiderAF after the modification of these Terms of Service becomes effective, the User shall be deemed to have agreed to all the contents of these Terms of Service after the modification.
  2. 6. In the event that any matter is not stipulated in these Terms of Service, or any question arises concerning the implementation of these Terms of Service, the User and the Company shall consult with each other in good faith and attempt to reach an amicable settlement.

ANNEX I – Data Protection Agreement

THIS AGREEMENT IS MADE BETWEEN:

The customer and its company as a controller (hereinafter, the "Company/Data Controller")

SPIDER LABS PORTUGAL, UNIPESSOAL, LDA, with Tax Registration Number 516011626, and registered office in Rua dos Eucaliptos, Lote 63, Loja 3B Alfragide Amadora, 2610-069 Alfragide, represented by Eurico Jose Teodoro Doirado, duly empowered as General Manager (hereinafter the "Supplier/Data Processor") each a "party" and together the "parties".

BACKGROUND:

(A) The parties have agreed that it may be necessary for Supplier to Process certain Personal Data on behalf of Company as the Controller of certain Personal Data.

(B) In light of this Processing, the parties have agreed to enter into this Agreement to address the compliance obligations imposed upon Company pursuant to the Regulation (EU) 2016/679 (hereinafter “GDPR”).

(C) The Supplier is appointed by Company as a Processor to Process such Personal Data under instruction from Company solely to the extent necessary to provide the Services in accordance with the terms of this Agreement.

The Parties hereby agree as follows:


1. DEFINITIONS:
In this Agreement:
Personal data: means any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Data subject: means an individual who is the subject of personal data.
Process or Processing: means any operation or set of operations which is performed on Personal Data, whether or not by automated means, such as collecting, recording, organizing, structuring, storing, adapting or altering, retrieving, consulting, using, disclosing by transmission, disseminating or otherwise making available, aligning or combining, restricting, erasing or destroying.

Controller/Data Controller: means the Company which, alone or jointly with others, determines the purposes and means of the processing of Personal Data; where the purposes and means of such processing are determined by Union or Member State law, the controller or the specific criteria for its nomination may be provided for by Union or Member State law.

Processor/Data Processor: means a Supplier or authorized Sub-Processor, which processes Personal Data under instruction from the Data Controller.

Data Protection Authority: shall mean the relevant supervisory authority with responsibility for privacy or data protection matters in the jurisdiction where data processing is performed.

Service or Services: The specific services or set of services that Controller has procured from Processor for which Processing of Personal Data is necessary.

2. OBLIGATIONS OF THE DATA PROCESSOR:
The Data Processor and all its employees undertake to:
a. Use all Personal Data provided by Data Controller or as may be collected by Data Processor pursuant to the Service, only for the purpose of the Service. In no case shall Data Processor use Personal Data for a purpose other than the Purpose stated in Section 2.

b. Process Personal Data according to the instructions of the Data Controller. If the Data Processor believes that any of the instructions violate the GDPR, the Data Processor shall immediately inform the Data Controller.

c. Keep a written record of all categories of the Processing operations carried under instruction from the Data Controller.

d. When performing the services requires transfer of Personal Data outside the European Economic Area or in a territory that does not guarantee an adequate level of data protection recognized by the European Commission, transfer will be made according with Model Clauses included in the European Commission Decision of February 5th 2010 n.2010/87/UE or taking any other legal approved measures that guarantee the appropriate protection level.

e. Maintain written security policies for the security, integrity and protection of Personal Data against unauthorized disclosure, theft or loss. Data Processor’s security policies including administrative, technical and physical safeguards appropriate for Processor’s size, resources and types of Personal Data that it processes.

f. Not disclose Personal Data to third parties, unless with express authorization from Data Controller, when legally permissible.
The Data Processor may disclose Personal Data to third parties only pursuant to the Data Controller’s express instructions. In this case, the Data Controller shall identify, in writing and in advance, the entity whom Personal Data will be disclosed to, the Personal Data to be disclosed, and the security measures to be applied for disclosure.
If the Data Processor is obligated to transfer Personal Data to a third country or organization outside the EEA, they shall inform the Data Controller of that legal requirement beforehand, unless otherwise prohibited by law.

g. Provide Data Controller with reasonable assistance in conducting data protection impact assessments, when appropriate.

h. Provide Data Controller with reasonable assistance in sending prior consultations to control authorities, when appropriate.

i. Provide Data Controller with all the information necessary to demonstrate compliance with their obligations. Permit audits and inspections to be carried out by the Controller or another auditor authorized by them, at Controller’s cost, during business hours, and no more than once annually. Notwithstanding the aforementioned, such audits and inspections will only be conducted when there is a reasonable basis to do so, at the sole discretion of the Data Processor. Competitors of the Data Processor are explicitly excluded from acting as auditors. The Data Processor and Controller will discuss and agree in advance on the reasonable start date, scope, duration and confidentially controls applicable to any audit and Data Processor reserves the right to charge a fee (based on Data Processor reasonable cost) for any such audit.

j. Maintain the confidentiality of all Personal Data Processed under this Agreement, even after its termination.

k. Provide to relevant employees and representatives, appropriate training, regarding their responsibilities and obligations with respect to the processing, protection and confidentiality of Personal Data.

l. Collaborate with the Data Controller, in the scope of the Services, in responding to requests of a Data Subject to exercise their rights of:
a) Access, rectification, erasure and opposition
b) Restriction of Processing
c) Data portability
d) To not be subject to automated individual decisions (including profiling)


And further to inform the Data Controller when it receives a request from a Data Subject asking to exercise their rights as described above. Notification must be no later than 5 working days following receipt of the request, and must be accompanied, where appropriate, by other information that may be relevant to resolve the request.

m. Subcontracting

Processor is authorized to use subcontractors (“Sub-processors”) to perform the Services described under Section 2 herein. List of approved sub processors is attached as Schedule 2.
To subcontract with other companies, Data Processor must notify Controller in writing, clearly and unequivocally identifying the subcontractor and their contact details. Processing may be subcontracted if the Controller does not indicate their opposition in the period of 5 working days.
Sub-processor(s) will be considered a Data Processor for the purposes of this Agreement and equally obliged to comply with the obligations of Data Processor as set forth in this Agreement, as well as any instructions issued by the Data Controller as to the Processing of Personal Data. Data Processor undertakes to ensure that Sub-processor(s) will enter into a separate Data Processor Agreement on the same conditions (instructions, obligations, security measures, etc.) as set out herein and with the same formal requirements regarding adequate Processing of Personal Data and guaranteeing the rights of Data Subjects as set out under GDPR.

n. Data security breach notifications

Data Processor shall notify Data Controller, without undue delay, and in any case, before the maximum period of 72 hours, and via e-mail and phone confirmation, of any breach they are aware of to the security of the Personal Data they hold, together with all relevant information to document and report the incident.
This notification shall not be necessary when the data security breach is unlikely to entail a risk to the rights and freedoms of individuals.

The following minimum information shall be provided, if available:
a) Description of the nature of the Personal Data security breach including, when possible, the categories and approximate number of Data Subjects affected, and the categories and approximate number of Personal Data records affected.
b) The name and contact details of the individual responsible for data security or another point of contact to obtain more information.
c) Description of the possible consequences of the Personal Data security breach.
d) Description of the measures adopted or proposed to remedy the Personal Data security breach including, if appropriate, the measures adopted to mitigate possible negative effects.

If information cannot be provided simultaneously, and to the extent that it is not, the information will be gradually provided without undue delay.

Data Processor shall also report data security breaches to the appropriate Data Protection Authority in accordance with the relevant provisions of the GDPR.

o. Deletion or Return the Personal Data:
Upon expiry or termination of a Service, or if the Processing of Personal Data is no longer required for the purposes of the Services, unless Data Controller provides express direction, at Data Processor’s option, securely delete or return the Personal Data to Data Controller in accordance with applicable law and Spider AF policies and promptly inform in writing to Data Controller that it has done so.

3. OBLIGATIONS OF THE DATA CONTROLLER:
The Data Controller represents and warrants that they will:
a) provide the Data Processor with the Personal Data referred to in Section 2 of this document, facilitate the right to have the information processed and have all the necessary consents from applicable Data Subjects at the time of data collection.
b) conduct a data protection impact assessment for the processing operations to be carried out by the Data Processor.
c) carry out any relevant prior consultations with any applicable Data Protection Authority
d) provide direction and instruction to the Processor to ensure that they can comply with the GDPR prior to and during processing.

4. LIMITATION OF LIABILITY:
Data Controller’s remedies, including those of its Affiliates, arising from any breach by Data Processor of the terms of this agreement will be subject to any aggregate limitation of liability already existing between the parties, as permitted by law.

5. APPLICABLE LAW:
This Agreement shall be governed by and construed in accordance with the laws of Portugal and shall be subject to the exclusive jurisdiction of the Courts of Lisbon

6. MISCELLANEOUS:
I. Clauses and other headings in this Agreement are for convenience of reference only and shall not constitute a part of or otherwise affect the meaning or interpretation of this Agreement. Schedules to this Agreement shall form an integral part thereof.

II. Unless the context otherwise requires, in the Agreement:
● use of the singular includes the plural and vice versa;
● a reference to an Applicable Law shall be construed as referring to such Applicable Law as amended and in force from time to time and to any Applicable Laws which re-enact or consolidate;
● This Agreement, including the Schedules attached hereto and any subsequent properly executed Processing Appendices agreed between the parties, constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions of the parties.
● The provisions of this Agreement are severable. If any phrase, clause or provision is invalid or unenforceable in whole or in part, such invalidity or unenforceability shall affect only such phrase, clause or provision, and the rest of this Agreement shall remain in full force and effect.
● Any notice, letter or other communication contemplated by this Agreement shall be communicated in writing via letter or facsimile to the addresses set out on the first page of this agreement.