Spider AF
Terms of Service

These “Spider AF Terms of Service” (hereinafter referred to as these “Terms”) set forth the termsand conditions whereby you (hereinafter referred to as the “User”) use our ad fraud preventiontool, “Spider AF” (including incidental services, hereinafter referred to simply as “Spider AF”),which is owned by Spider Labs, Ltd. (hereinafter referred to as “Spider Labs”).

Regardless of whether you have applied for the service, if you use Spider AF, you will be deemedto have accepted these Terms. Accordingly, please fully review these Terms before using theservice. For this purpose, the “use” of Spider AF refers to an action of viewing any informationprovided by Spider AF, any provision of information to Spider Labs regarding Spider AF, and anyother activities relating to Spider AF or taken through Spider AF.

Article 1. (These Terms)

  1. 1.1 The User should apply for the use of Spider AF in Spider Labs’s prescribed manner upon accepting these Terms. Please note that individual terms, fee schedules, manuals, specifications, rules, FAQs, etc., provided by Spider Labs in relation to Spider AF constitute part of these Terms and will apply to the User as integral parts of these Terms (if there is any conflict between the foregoing and these Terms, the foregoing individual terms, etc., shall prevail). Accordingly, please fully review the foregoing in advance.
  2. 1.2 The use license agreement for Spider AF (hereinafter referred to as the “Service Agreement”) between User and Spider Labs under these Terms shall be formed when the application under the preceding paragraph is accepted by Spider Labs.
  3. 1.3 The User may only use Spider AF in accordance with the Service Agreement containing the substance of these Terms. Please note that, if there is a conflict between the provisions of these Terms and the agreement made between the User and Spider Labs before the User starts using Spider AF, these Terms shall prevail and apply.

Article 2. (Notice from Spider Labs)

  1. 2.1 All notices to be given by Spider Labs to the User in respect of Spider AF will be given, in principle, on the Spider AF website (including Spider AF applications, etc.; the same shall apply hereinafter) or by email addressed to the email address which the User has provided to Spider Labs, and such notice shall take effect when such notice is sent by Spider Labs. If there is any change in the information which the User has provided to Spider Labs, then in advance or immediately after the occurrence of such change, the User must notify Spider Labs to that effect in a manner prescribed by Spider Labs.
  2. 2.2 If any notice is given in any manner of notification other than pursuant to the preceding paragraph, such notice shall take effect upon the passage of a reasonable period required for such notice to be delivered to the User.
  3. 2.3 Notices under the preceding two paragraphs shall take effect regardless of whether the User actually receives or becomes aware of such notice.

Article 3. (Licensing)

  1. 3.1 Spider Labs grants to the User a license to use Spider AF (including any alteration, change, modification, etc., to Spider AF after the User commences the use thereof; the same shall apply hereinafter) in accordance with these Terms and other terms of use set forth by Spider Labs and on condition that the User provides Spider Labs the necessary information required by Spider Labs for the use of Spider AF.
  2. 3.2 Notwithstanding the preceding paragraph, Spider Labs may permit the use of Spider AF even where, due to specifications, etc., of a system used by the User, the User is not able to provide all the information required by Spider Labs, in which case, however, the User shall acknowledge in advance that there may be a restriction in the functionality of Spider AF, loss or diminishment of the reliability of the results, or such other detriment, and that Spider Labs shall not be liable for such detriment in any way whatsoever.
  3. 3.3 In using Spider AF, the User must, at its own expense and responsibility, comply with the Act on the Protection of Personal Information and other relevant laws and regulations applicable to the User.
  4. 3.4 To the extent permitted in the preceding three paragraphs, the User may, upon obtaining Spider Labs’s prior approval, grant to the User’s customers or other third parties a sublicense to use Spider AF (the User’s customers to whom such sublicense has been granted as approved by the Spider Labs shall be referred to hereinafter as “Sublicensees”); provided that, in granting a sublicense, the User must have its customers go through Spider Labs’s examination in accordance with the procedures prescribed by Spider Labs and must ensure that its customers comply with these Terms and other terms of use provided by Spider Labs, and the User shall be liable for any and all acts of the Sublicensees as if they were the User’s.

Article 4. (Service Period)

  1. 4.1 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.
  2. (1) In the case of the service on a monthly basis (hereinafter referred to as the “Monthly Service”): the period from the service commencement date through the last day of the month to which such date belongs (and if extended, the one-month period from the first day of the next following month; the same shall apply thereafter);
  3. (2) In the case of the service for more than one month such as one (1) year (hereinafter referred to as the “Yearly Service, etc.”): the relevant period from the service commencement date.
  4. 4.2 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 to which the date of notice of such intention belongs.
  5. 4.3 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).
  6. 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 implementation (trial) period.

Article 5. (Service Fees)

  1. 5.1 Spider AF service fees shall be indicated by Spider Labs in a separate fee schedule, based on the volume of data to be analyzed, advertisement method, scope of service to be provided by Spider Labs, and other elements to be determined by Spider Labs.
  2. 5.2 In the case of Monthly Service, the service fees shall be calculated on a daily basis only when the service commencement date is a day in the middle of a month, and the service fees shall not be calculated on a daily basis even if the service end date is a day in the middle of a month. 。
  3. 5.3 In the case of Monthly Service, if the User changes the plan (including where the plan is changed automatically pursuant to the conditions set forth in the fee schedule) in the middle of a month and the service fee is increased, then the service fee so increased shall be payable for such month. If the User changes the plan in the middle of a month and the service fee is reduced, then the payment based on the reduced service fee shall start with the service fee for the next following month.
  4. 5.4 In the case of Yearly Service, etc., if the User wishes to change the plan during the service period, and if Spider Labs separately provides, the User shall pay a charge for the plan change.
  5. 5.5 Spider Labs may, upon giving advance notice to the User, revise its service fees (including the rules for calculation thereof) due to a diversification and complication of advertisement methods, change to the scope of services to be provided by Spider Labs, economic conditions, or other circumstances. Additionally, the User agrees in advance that, if the User uses Spider AF after Spider Labs gives such notice (including the case where the User does not terminate the Service Agreement; the same shall apply hereinafter), the revised service fees shall become applicable on and after the date of revision specified by Spider Labs.
  6. 5.6 If the User changes or intends to change the plan in accordance with the conditions set forth in the fee schedule, the User must notify Spider Labs to that effect on each occasion. Additionally, if the User evades payment of all or part of the service fees by failing to give such notification, then the difference between the service fee that should have been payable and the service fee already paid, together with a late payment charge payable for the period up to the date of payment, shall become immediately payable by the User to Spider Labs.

Article 6.(Infrastructure, Facilities, etc.)

  1. 6.1 The User shall prepare, set up, and maintain, at its own responsibility and expense, any and all infrastructure and facilities such as the installation, setup and configuration of servers and application tools necessary for the use of Spider AF as prescribed by Spider Labs. Additionally, the User agrees in advance that Spider Labs shall not be liable for any harm whatsoever caused to the User or its customers, etc., due to the User’s breach of such obligations.

Article 7. (Prohibited Matters, etc.)

  1. 7.1 Spider Labs prohibits the User from taking any of the actions set forth in the items below in using Spider AF. Furthermore, the User agrees that, on condition that Spider Labs gives prior written notice to the User, Spider Labs is entitled to conduct an audit of the User for the purpose of confirming the User’s compliance with these Terms, and the User shall accommodate Spider Labs’s audit.
  2. (1) To use Spider AF in a manner or form other than as specified by Spider Labs in manuals, etc.;
  3. (2) To reproduce or alter any part of Spider AF unless expressly permitted in these Terms or unless permitted by Spider Labs in writing;
  4. (3) To reverse engineer, disassemble, decompile, trace, or debug any part of Spider AF unless expressly permitted in these Terms or unless permitted by Spider Labs in writing;
  5. (4) To remove Spider AF’s intellectual property notice or trademark;
  6. (5) To disclose information included in Spider AF to a third party (except for Sublicensees) without obtaining Spider Labs’s prior written consent;
  7. (6) To have a third party (except for Sublicensees) use Spider AF, for a fee or free of charge, through a lease, rental, assignment, quotation, sublicense, resale, or any other way without Spider Labs’s permission;
  8. (7) To use Spider AF for the benefit of a third party (except for Sublicensees) or make Spider AF available to an unspecified number of people for secondary use for commercial purposes, or display or disclose Spider AF, without obtaining Spider Labs’s prior written consent.
  9. 7.2 If it turns out that the User falls under any of the categories in the following items, Spider Labs may terminate the User’s use of Spider AF:
  10. (1) The User is not an existing person or entity;
  11. (2) The User violated a service agreement for Spider Labs’s products, including Spider AF, in the past;
  12. (3) Information provided by the User is false, erroneous or insufficient;
  13. (4) The User is a minor, adult ward, person under curatorship, or person under assistance, and the procedures to commence the service were not taken by the guardian of such adult ward, or the consent of the legal representative, curator or assistant was not obtained for the commencement of the service;
  14. (5) The User’s use of Spider AF obstructs Spider Labs’s business from the operational or technological perspective;
  15. (6) Any of the User’s officers, employees, or customers (including the customer’s officers and employees if the customer is an entity) falls under any of the following categories: an organized crime group (boryokudan); a member of a boryokudan; a person for whom five (5) years have not elapsed since the time the person ceased to be a member of a boryokudan; a quasi-member of a boryokudan; a company associated with a boryokudan; an organization associated with a boryokudan; a corporate racketeer; a hoodlum disguised as a supporter of a social movement, etc.; or a white-collar crime group; or any other person similar to the foregoing (hereinafter referred to as “Anti-social Forces”). 5

Article 8. (Warranty)

  1. 8.1 Spider AF shall be provided to the User on an as-is basis, and Spider Labs makes no warranty, representation, or promise, express or implied, to the User in respect of Spider AF, including warranty as to the operability; warranty for non-existence of defects or errors; warranty as to the fitness for a particular use, equipment, etc.; warranty for the appropriateness or reliability of results obtained through use; warranty for the accuracy of results from any filtering, integration or conversion by Spider AF; warranty that Spider Labs’s classification, etc., will meet the User’s requirements; warranty that the Internet connection will not be suspended or interrupted; and warranty for non-infringement of third party rights.

Article 9. (Changes to Specifications)

  1. 9.1 Even after the User starts using Spider AF, Spider Labs may, at its own discretion, change the specifications of Spider AF (including, but not limited to, change of design, rewriting of the program, and change to data specifications), change the content of service, or make such other changes.
  2. 9.2 With regard to changes, etc., to the specifications under the preceding paragraph, Spider Labs shall not be obligated to obtain the consent of the User or the User’s customers, etc., and shall notify the User of the content, time, etc., of any such change in such manner as deemed appropriate by Spider Labs.
  3. 9.3 With regard to changes, etc., to the specifications under Paragraph 1, if agreed upon separately through consultation, Spider Labs will make changes to the specifications as so agreed upon, and the User shall pay costs, remuneration, etc., as separately determined.
  4. 9.4 Spider Labs shall not be liable in any way for any harm caused to the User or the User’s customers, etc., as a result of any change, etc., to the specifications under this Article.
  5. 9.5 Spider Labs may, at its own responsibility, delegate to a third party all or part of the tasks relating to Spider AF to be provided under the Service Agreement.

Article 10. (Data Processing)

  1. 10.1 The User shall be responsible for making a backup of data which the User deems important among data, contents, usage history and all other information which the User provides in relation to Spider AF (hereinafter referred to simply as “Data”), and Spider Labs shall not be obligated to make a backup of Data.
  2. 10.2 When the Service Agreement ends, or upon the elapse of a retention period to be separately prescribed by Spider Labs, Spider Labs may, at its own discretion, delete all or part of Data. Spider Labs shall not be liable for any harm caused to the User or customers, etc., as a result of the actions taken under this paragraph.
  3. 10.3 Spider Labs will improve the services by using, among the Data to be provided by the User, server domain information for the site which is determined to be ad fraud; text, image, audio, and html information; and user agent information in respect of users who accessed such website (such as IP addresses, terminal information, and referrer); and information for actions such as clicks, views and installation, among others, and by adjusting parameters and updating databases. Furthermore, Spider AF so improved shall also apply to transactions with third parties, and any and all rights relating to the parameters, databases, etc., so adjusted or updated shall belong to Spider Labs as a matter of course, and the User shall not acquire any right whatsoever. Additionally, to the extent necessary for Spider Labs to operate the service, including Spider AF, Spider Labs may view, use, or otherwise handle information provided by the User and other data, such as records, etc., of the use of Spider AF by the User, free of charge and permanently even after the effective term of the Service Agreement ends, and the User acknowledges the foregoing in advance.
  4. 10.4 The User acknowledges in advance that Spider Labs may post or reprint the following in websites, newspapers, magazines, books, and various other media or use the following for Spider Labs’s other business activities: information regarding entities and organizations, information and Spider AF usage conditions by which individuals, as the subject of personal information, cannot be identified, and statistical data, analytical data, etc., generated by Spider Labs based on the foregoing information.
  5. 10.5 To the extent necessary in order to achieve the purpose of delegation, Spider Labs may provide Confidential Information and information concerning the User including their personal information to third parties to whom all or part of the services relating to Spider AF were delegated, and the User acknowledge the foregoing in advance.
  6. 10.6 To fulfill the requirements of Article 28 of the GDPR, to which the User can be obliged, please access to the Annex I “Data Protection Agreement”.

Article 11.(Temporary Discontinuance and Suspension)

  1. 11.1 Upon the occurrence of any of the events in the following items, Spider Labs may temporarily discontinue or suspend the provision of Spider AF to the User and the User’s customers, etc., without giving prior notice:
  1. (1) When a failure occurs with computers, servers, systems, and telecommunication facilities relating to Spider AF (hereinafter referred to as the “Systems”);
  1. (2) When it is necessary for the purpose of maintenance, inspection, etc., of the Systems;
  1. (3) When the telecommunications carrier temporarily discontinues or suspends the provision of telecommunication services;
  1. (4) When the provision cannot be made due to a force majeure event such as an earthquake, lightening strike, fire, storm, flood, or other act of God;
  1. (5) When a failure of the Systems or a third party’s unauthorized access, etc., to the Systems occurs;
  1. (6) When Spider AF or the Systems cannot be used pursuant to an action due to any law or regulation, the government’s order, etc.; or
  1. (7) When Spider Labs otherwise determines that it is necessary to temporarily discontinue or suspend Spider AF or the Systems.
  1. 11.2 If the provision is to be temporarily discontinued or suspended due to any of the events set forth in Paragraph 1, Spider Labs shall make efforts to notify the User in advance; provided that the foregoing shall not apply in the case of emergency.
  1. 11.3 Spider Labs shall not be liable for any harm caused to the User or their customers, etc., as a result of the temporary discontinuance, etc., due to any of the events set forth in Paragraph 1.

Article 12. (Termination)

  1. 12.1 If the User or its customer, etc., falls under any of the categories in the following items, Spider Labs may immediately terminate the Service Agreement without giving notice or making a demand:
  2. (1) When the User (including its customer, etc.; the same shall apply in this paragraph) violates any of the provisions of these Terms;
  3. (2) When the User commits a material contractual violation or takes an act of disloyalty, such as presentation of false information and non-payment of service fees, as a result of which it becomes difficult to continue the Service Agreement;
  4. (3) When the User violates any of the relevant laws and regulations or commits any act offensive to public order and morals;
  5. (4) When the User is suspended from making payments or becomes insolvent; when a petition is filed for the commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, or special liquidation; when it becomes subject to a disposition of suspension of transactions by a clearing house; or when an order or notice of provisional attachment, preservative attachment or attachment is issued to the User as an obligor;
  6. (5) In addition to the preceding items, when a change occurs in respect of the User’s assets, creditworthiness, operation, organization or structure, and it is considered that it may become difficult to perform the obligations under the Terms;
  7. (6) When it is considered that the User has a relationship with Anti-social Forces;
  8. (7) When a situation arises which is considered to make it difficult for Spider Labs to continue the Service Agreement.
  9. 12.2 When the User falls under any of the categories in the respective items in the preceding paragraph, any and all monetary obligations owed by the User to Spider Labs shall be accelerated and become immediately due and payable by the User.

Article 13. (End of Service Agreement)

  1. 13.1 If the Service Agreement ends for any reason whatsoever, the license granted to the User in respect of Spider AF shall be revoked, and the User shall immediately cease and cause the User’s customers, etc., to cease the use of Spider AF and shall not use Spider AF thereafter. In such event, as instructed by Spider Labs, the User shall immediately return, destroy, delete or take other actions in respect of any and all software, data, materials, and Spider AF and related reproductions.
  1. 13.2 If Spider Labs determines that it is inappropriate to operate Spider AF continuously, Spider Labs may, at its own discretion, end the operation thereof, and in such event, the Service Agreement shall end simultaneously as a matter of course; provided that, if the operation is to end, Spider Labs shall give prior notice to the User.
  1. 13.3 Even if the Service Agreement ends during the service period, the service fees already paid shall not be refunded to the User for any reason whatsoever.

Article 14. (Intellectual Property, etc.)

  1. 14.1 The website is a registered website and the Service provided by the website itself is the responsibility of Spider Labs. Intellectual property rights, including copyrights and all such other rights in respect of Spider AF shall belong to Spider Labs
  2. 14.2 The User acknowledges that the Service contains confidential information and is protected by Copyright and Related Rights, industrial property and other applicable legislation.
  3. 14.3 The User acknowledges that any content contained is protected by the laws relating to copyright and related rights, the laws relating to industrial property and other laws for the protection of property and that any use of such content may only occur under the express authorization of the respective owners.
  4. 14.4 The User undertakes to fully respect the rights referred to in the previous paragraph, in particular by refraining from any acts that may violate the law or the aforementioned rights, such as the reproduction, commercialization, transmission or making available to the public of these contents or any other unauthorized acts that have the same object.
  5. 14.5 Additionally, if the User raises an objection in respect of the attribution, validity, etc., and contests the same directly or indirectly for any reason and in any method whatsoever, Spider Labs may immediately terminate the Service Agreement without giving notice or making a demand.
  6. 14.6 The User agree that all reproductions of Spider AF shall bear the same intellectual property notice as those indicated on Spider AF.
  7. 14.7 Except for the rights expressly granted under these Terms, no right in Spider AF shall be granted to the User, and Spider Labs shall reserve all the rights that are not explicitly granted and all other rights.
  8. 14.8 Spider Labs may transfer or assign to a third party Spider Labs’s status under the Service Agreement and Spider Labs’s rights and obligations under the Service Agreement, and to the extent necessary for such transfer or assignment, Spider Labs may provide to such third party information concerning the User and its customers, etc.

Article 15. (Confidential Information)

  1. 15.1 For the purpose of these Terms, “Confidential Information” means any and all information which is disclosed by Spider Labs to the User in relation to the Service Agreement and the disclosure of which may cause harm to Spider Labs; provided that any information which falls under any of the categories set forth in the following items shall not be included in Confidential Information:
  2. (1) information which was already in the public domain at the time of disclosure thereof to the User;
  3. (2) information which enters the public domain through no fault of the User after the disclosure thereof to the User;
  4. (3) information which was already lawfully obtained by the User at the time of disclosure thereof to the User;
  5. (4) information which is independently developed by the User without relying on Confidential Information;
  6. (5) information which was lawfully provided by a third party to the User without the User’s being obligated to keep it confidential.
  7. 15.2 The User shall not, without obtaining Spider Labs’s prior written consent, disclose, provide or divulge Confidential Information to a third party (including, but not limited to, Spider Labs’s competitors), and the User shall not use or reproduce Confidential Information beyond the minimum necessary extent for the use of Spider AF.
  8. 15.3 When the User discloses or provides Confidential Information to a third party, the User shall impose on such third party the obligations equivalent to those imposed on the User under these Terms and shall ensure that such third party will comply with the same, and the User shall be liable for any and all acts on the part of such third party.
  9. 15.4 At the end of the Service Agreement or upon Spider Labs’s request, the User shall, at Spider Labs’s option, either return to Spider Labs or destroy or delete Confidential Information (including all reproductions and alterations) immediately.
  10. 15.5 Notwithstanding to all the aforementioned, whenever the Recipient has received confidential information that falls under the definition of trade secret for the purposes of Directive (EU) 2016/943 of the European Parliament and of the Council of 8 June 2016, all provisions of this Agreement shall survive for as long as that confidential information still falls under that definition.

Article 16. (Disclaimer)

  1. 16.1 Spider Labs shall not be liable in any way for any damage suffered by a User or a third party in relation to these Terms or the use of Spider AF (including, but not limited to, lost profit, business interruption, loss of data, or other monetary damage) for non-performance, tort or any other legal cause of action and regardless of the foreseeability of the occurrence of such damage.
  1. 16.2 The preceding paragraph shall also apply to damage arising from Spider Labs’s action or failure to take an action under these Terms; damage arising from a third party’s claim for infringement in respect of Spider AF; damage due to any defect in Spider AF; damage arising from the User’s improper operation of Spider AF; damage arising from a failure of any equipment or device installed, maintained or managed by the User, Spider Labs or a third party; damage arising due to a third-party program; damage arising due to a virus, hacking, or other unauthorized act; damage arising from the suspension or interruption of the Systems; and damage caused by a third party such as a telecommunications carrier or an Internet service provider.
  1. 16.3 Spider Labs shall not be liable for any dispute between a User and a third party arising from the use of Spider AF or results therefrom, including acquisition, viewing, etc., by the User of the third party’s personal information and correspondence. The User shall, at its own expense and responsibility, resolve such dispute and immediately indemnify and hold harmless Spider Labs for any damage caused to Spider Labs (including any costs incurred in order to recoup the reputation of Spider AF, attorneys’ fees, litigation costs, and damages to third parties). Furthermore, upon Spider Labs’s request, the User shall cooperate with Spider Labs in order to resolve such dispute.

Article 17. (Injunctive and Other Relief)

  1. 17.1 The User agrees in advance that Spider Labs may suffer irreparable damage as a result of a breach of these Terms, and accordingly, in addition to monetary damages and other remedies under the law, Spider Labs shall be entitled to seek specific performance or injunctive relief as a remedy for a breach or threatened breach of these Terms without providing a guarantee or other security, or presenting a ground for the damage.

Article 18. (Other Conditions)

  1. 18.1 These Terms shall be governed by the laws of Japan (including procedural laws), and with regard to any dispute arising in relation to the use of Spider AF or results therefrom, the Tokyo District Court shall have exclusive jurisdiction as the court of first instance.
  2. 18.2 Neither party shall be held liable for any delay in performance or non-performance of all or part of these Terms due to an act of God or other force majeure.
  3. 18.3 Even if any portion of these Terms is found illegal, invalid or unenforceable by a competent court, such portion shall remain applicable by being replaced with a valid provision of these Terms which is the most approximate to the intent of such portion which was found illegal, invalid or unenforceable or by interpreting such portion in a reasonable manner so that the such portion will serve as a valid provision in the most approximate way. Furthermore, the remaining provisions shall remain valid thereafter. Additionally, even if any portion of the disclaimer is found illegal, invalid or unenforceable by a competent court, Spider Labs’s liability for damages to the User or a third party shall be limited to direct and ordinary damages actually suffered (excluding lost profits), and regardless of the scale of an action causing such damages, Spider Labs’s maximum liability shall not exceed the amount equal to three (3) months’ fees calculated based on the average monthly service fee during the most recent twelve (12) months following the month during which such action occurred (or if the relevant period is less than twelve   (12) months, the average monthly service fee during such period).
  4. 18.4 The English version of these Terms shall be controlling, and even if these Terms are translated into any language other than English, such translation shall be prepared for reference purposes only, and the controlling English version shall be binding on the User and Spider Labs.
  1. 18.5 Spider Labs may amend these Terms as necessary without giving advance notice to the User, and the Terms so amended shall take effect at the time of notification to the User (or if the effective date is prescribed, as from such effective date). If the User uses Spider AF after such amendment to these Terms takes effect, the User shall be deemed to have accepted the amended Terms in their entirety.
  2. 18.6 With regard to any matter not set forth in these Terms or any doubt arising as to the performance under these Terms, the User and Spider Labs shall make efforts to amicably resolve the same through good faith consultation between the User and Spider Labs.

ANNEX I – Data Protection Agreement


The customer and its company is 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".


(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:

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.

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 according with applicable law and Spider AF policies and promptly inform in writing to Data Controller that it has done so.

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.

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.

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

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.