Introduction
This Master Platform and Services Agreement ("Agreement") outlines the terms and conditions
governing the use of AFTRDRK LLC's ("AFTRDRK") cyber threat intelligence platform, DRKCACHE,
and related services. By accessing or using the DRKCACHE platform or services, you agree to be
bound by the terms and conditions of this Agreement.
ARTICLE 1: DEFINITIONS
For the purposes of this Agreement, the following definitions shall apply:
● "DRK_CACHE" means the cyber threat intelligence platform provided by AFTRDRK.
● "Services" means the threat intelligence services provided by AFTRDRK, including but
not limited to Threat Actor Engagement, Data Acquisition, and Investigative Services.
● "Order Form" means the document that outlines the specific services and fees
associated with this Agreement.
● "Statement of Work" means the document that outlines the scope of work, timelines,
and deliverables for specific services.
ARTICLE 2: DESCRIPTION OF SERVICES
2.1 Threat Actor Engagement: AFTRDRK shall provide unbiased and transparent threat actor
engagement and ransom payment services to assist Customer in recovering from intrusion
events such as ransomware attacks, data theft, and denial of service attacks. The goal of this
service is to assist Customer in achieving Customer's objectives, which may include reducing the
ransom demand, preventing sensitive data disclosure, obtaining a decryptor for data
restoration, and gathering intelligence from the threat actors.
2.2 Data Acquisition: AFTRDRK's Data Acquisition Service is a critical component of its
comprehensive threat intelligence offering. AFTRDRK's experienced operatives shall leverage
their deep understanding of the cybercrime underworld to acquire sensitive data from a variety
of sources, including criminal marketplaces, dark web forums, leak sites, and other illicit
channels. The Data Acquisition process shall begin with identifying the specific data required to
support Customer's threat intelligence needs, which may involve researching publicly available
data, monitoring for data breaches, or utilizing AFTRDRK's extensive network of trusted sources.
Once a potential data source is identified, AFTRDRK's operatives shall conduct a thorough risk
assessment to determine the legitimacy and reliability of the information being offered. If the
data is deemed to be of value and the risk is deemed to be acceptable, AFTRDRK's operatives
shall work to negotiate the terms of the data acquisition, which may involve purchasing the data
directly from the source, validating the data to ensure it is authentic and complete, or acquiring
copies of the data that have been leaked or published. In all cases, AFTRDRK's goal shall be to
ensure that the data is obtained in a secure and operationally sound manner.
2.3 Investigative Services: AFTRDRK's Investigative Services shall provide a longer, in-depth
investigation conducted by AFTRDRK to thoroughly understand and analyze a complex cyber
threat or cybercrime. This type of investigation shall be typically initiated by Customer who has
been a victim of a cyber attack or has identified a particularly malicious cyber actor that
requires further information and investigative leads, or to pursue obtaining information about
an event or emerging threat. AFTRDRK shall conduct a thorough investigation, which may
include gathering and analyzing evidence, identifying and tracking threat actors, and providing
recommendations for mitigation and remediation.
ARTICLE 3: LICENSE RESTRICTIONS
3.1 AFTRDRK grants to Customer a non-exclusive, non-transferable license to access and use the
DRK_CACHE platform and Services, solely for Customer's internal business purposes.
3.2 Customer shall not: * Use the DRK_CACHE platform or Services for any purpose other than
as specifically authorized in this Agreement; * Share or disclose any information or data
obtained from the DRK_CACHE platform or Services to any third party, except as specifically
authorized in this Agreement; * Modify, reverse engineer, or attempt to derive the source code
of the DRK_CACHE platform or Services; * Use the DRK_CACHE platform or Services in a way
that could damage, disable, overburden, or impair the platform or services.
ARTICLE 4: INTELLIGENCE SHARING
4.1 Customer grants AFTRDRK the ability to share anonymized intelligence provided by
Customer.
4.2 AFTRDRK shall not disclose any confidential information of Customer to any third party,
except as specifically authorized in this Agreement.
ARTICLE 5: FEES AND PAYMENT TERMS
5.1 Customer shall pay AFTRDRK the fees outlined in the Order Form.
5.2 Payment terms shall be as set forth in the Order Form.
5.3 AFTRDRK reserves the right to change its pricing and payment terms at any time, upon
written notice to Customer.
ARTICLE 6: FORCE MAJEURE
6.1 If AFTRDRK is unable to provide services due to a cyberattack on its platform or systems, a
natural disaster, or a widespread outage or disruption of critical infrastructure, AFTRDRK shall
notify the customer in writing and shall use its best efforts to mitigate the impact of the event.
6.2 The customer shall not be entitled to terminate this agreement or claim damages due to
such an event, unless the event continues for a period of more than 30 days. In such case, the
parties shall negotiate a new agreement or terminate the contract.
6.3 This clause shall not apply to events that are within the customer's control, such as a
cyberattack on the customer's own systems or infrastructure.
ARTICLE 7: ATTRIBUTES AND DETECTIONS
7.1 Definition: "Attribute" means a set of indicators defined by Customer to meet a specific
objective, such as identifying compromised users on the dark web, emerging threats, data
breaches, and leaks.
7.2 Detection: AFTRDRK's platform shall detect and identify Attributes as defined by Customer.
Upon detection, AFTRDRK shall generate a Course of Action as outlined in Article 8.
7.3 Customer Responsibility: Customer is responsible for defining and maintaining its Attributes,
ensuring they are accurate and up-to-date.
7.4 AFTRDRK's Role: AFTRDRK shall use its AI technology to detect and identify Attributes as
defined by Customer. AFTRDRK shall not be responsible for the accuracy or completeness of
Customer's Attributes.
ARTICLE 8: COURSES OF ACTION
8.1 Definition: "Course of Action" means a recommendation or proposed action provided by
AFTRDRK, which may be generated by AFTRDRK's AI technology or recommended by AFTRDRK's
experts, as a result of a detection made by the platform, including but not limited to
recommended actions to be taken by Customer or tasks to be performed by AFTRDRK.
8.2 Disclaimer: Customer acknowledges that Courses of Action are provided "as-is" and
"as-available" without warranties of any kind, express or implied. AFTRDRK does not guarantee
the effectiveness or appropriateness of any Course of Action.
8.3 Customer Responsibility: Customer is responsible for reviewing and evaluating each Course
of Action to determine its suitability and feasibility. Customer shall not rely solely on AFTRDRK's
Courses of Action and shall use its own judgment and expertise in making decisions.
8.4 AFTRDRK's Role: AFTRDRK's role is limited to providing Courses of Action as
recommendations. AFTRDRK shall not be responsible for the implementation or execution of
any Course of Action, unless explicitly agreed upon in writing by the parties, which may include,
but is not limited to, a written agreement, an email, or an acceptance of a Course of Action
through the platform.
8.5 Limitation of Liability: AFTRDRK shall not be liable for any damages or losses arising from or
related to the use of Courses of Action, including but not limited to any errors, omissions, or
inaccuracies contained therein.
ARTICLE 9: AI-GENERATED CONTENT
9.1 Definition: "AI-Generated Content" means any content, including but not limited to text,
images, audio, and video, that is generated or created by AFTRDRK's AI technology, including
but not limited to summarization, translations, sentiment analysis, analytic interpretation,
optical character recognition, and other AI-powered features.
9.2 Disclaimer: Customer acknowledges that AI-Generated Content is provided "as-is" and
"as-available" without warranties of any kind, express or implied. AFTRDRK does not guarantee
the accuracy, completeness, or reliability of AI-Generated Content.
9.3 Limitation of Liability: AFTRDRK shall not be liable for any damages or losses arising from or
related to the use of AI-Generated Content, including but not limited to any errors, omissions,
or inaccuracies contained therein.
ARTICLE 10: LIMITATION OF LIABILITY
10.1 LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR
INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND
INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, PROFIT, REPUTATION OR GOODWILL
WITH RESPECT TO CLAIMS ASSERTED ON THE BASIS OF CONTRACT, TORT OR ANY OTHER
THEORY OF LIABILITY, ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT
(“CLAIMS”), REGARDLESS OF WHETHER A PARTY WAS ADVISED OF OR HAD REASON TO KNOW
OF OR ACTUALLY KNEW OF THE POSSIBILITY OF SUCH DAMAGES. WITH THE EXCEPTION IN
INDEMNITY OBLIGATIONS, NEITHER PARTY’S AGGREGATE LIABILITY WITH RESPECT TO A CLAIM,
REGARDLESS OF THE CAUSE OF ACTION, SHALL EXCEED THE AMOUNTS PAID AND PAYABLE TO
AFTRDRK BY CUSTOMER IN CONNECTION WITH THE SERVICES DURING THE TWELVE- MONTH
PERIOD PRECEDING THE DATE THAT A CLAIM ARISES. THESE LIMITATIONS OF LIABILITY SHALL
APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
NONE OF THE EXCLUSIONS OR LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9 SHALL
APPLY TO CUSTOMER’S INDEMNIFICATION OBLIGATIONS SET FORTH HEREIN OR TO CLAIMS
ARISING OUT OF BREACHES OF SECTIONS ??
ARTICLE 11: WAIVER OF TRIAL BY JURY
11.1 WAIVER OF TRIAL BY JURY. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, IRREVOCABLY
AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, OR RELATING TO, THIS AGREEMENT
AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.
ARTICLE 12: WAIVER OF CLASS ACTION TYPE RELIEF
12.1 WAIVER OF CLASS ACTION TYPE RELIEF. ALL CLAIMS BROUGHT BY CUSTOMER OR AN
AUTHORIZED USER MUST BE BROUGHT IN THE CUSTOMER’S OR AUTHORIZED USER’S
INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER OR PLAINTIFF IN ANY PURPORTED CLASS
ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER
REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS
AFTRDRK AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE
CUSTOMER’S OR AUTHORIZED USER’S CLAIMS.
ARTICLE 13: INDEMNIFICATION
13.1 AFTRDRK shall defend, indemnify and hold harmless Customer and its directors, officers,
employees, successors and assigns from and against all liabilities, damages, losses and costs,
including reasonable attorneys’ fees (“Losses”) arising out of third-party claims, actions or
proceedings (“Actions”) to the extent based on an allegation that the Subscription Services
infringe or misappropriate such third party’s intellectual property rights; provided, that the
foregoing obligations shall not apply with respect to any (i) Claims or Losses arising from
Customer’s breach of this Agreement or (ii) Claims or Losses for which Customer provides
indemnification in this Section 10 below.
13.2 Customer shall defend, indemnify and hold harmless AFTRDRK and its directors, officers,
employees, successors and assigns from and against all Claims or Losses arising out of or
relating to Customer’s breach of this Agreement, Customer’s combination of the Services with
any other product or services, Customer’s use of the Services other than in strict compliance
with this Agreement or related instructions including the Documentation and Intelligence, or
Customer’s violation of law, or fraud or willful misconduct.
ARTICLE 14: DISCLAIMER OF WARRANTIES
14.1 WITHOUT PREJUDICE TO ANY REPRESENTATIONS OR WARRANTIES SET FORTH IN THIS
AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND AFTRDRK MAKES
NO WARRANTY WITH RESPECT TO THE SUBSCRIPTION SERVICES OR IN CONNECTION WITH THIS
AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED OR STATUTORY
WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY,
NON-INFRINGEMENT, FITNESS FOR ANY PARTICULAR PURPOSE, ACCURACY, COMPLETENESS,
TIMELINESS, ERROR-FREE OPERATION AND ANY WARRANTIES ARISING FROM A USAGE OF
TRADE, COURSE OF PERFORMANCE OR COURSE OF DEALING. TO THE EXTENT THAT AFTRDRK
MAY NOT DISCLAIM ANY WARRANTY AS A MATTER OF LAW, THE SCOPE AND DURATION OF
SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED BY LAW.
ARTICLE 15: PUBLICITY
15.1 Customer agrees that AFTRDRK may identify Customer as a customer and use Customer’s
logo and trademark in AFTRDRK’s promotional materials. Customer may request that AFTRDRK
stop doing so by submitting an email to marketing@aftrdrk.io at any time. Customer
acknowledges that it may take AFTRDRK up to 30 days to process such request. Notwithstanding
anything herein to the contrary, Customer acknowledges that AFTRDRK may disclose the
existence and terms and conditions of this Agreement to its advisors, actual and potential
sources of financing and to third parties for purposes of due diligence.
ARTICLE 16: GOVERNING LAW
16.1 This Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, without giving effect to any principles of conflicts of law. Any disputes arising
out of or related to this Agreement shall be resolved through binding arbitration in accordance
with the rules of the American Arbitration Association, as amended from time to time, with one
arbitrator appointed by mutual agreement of the parties. The arbitration shall be conducted in
the English language and shall take place in Delaware. The arbitrator's decision shall be final and
binding upon the parties