Our Terms of Service

TERMS OF SERVICE

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Red Leaf Chicago, LLC d/b/a DigitalMint (“DigitalMint”, “Company,” “we,” “us,” “our”, referring collectively to Red Leaf Chicago, LLC and its subsidiaries and affiliates) operates the website digitalmint.io, as well as a variety of incident response services, including but not limited to services relating to pre-and post-incident response readiness, threat actor communications, dark web monitoring, threat intelligence, blockchain forensics and tracking, and ransomware payment assistance services (collectively, the “Services”).

These Terms of Service govern the business relationship between any person or entity legally entitled to use the Services, including but not limited to Client, Customer, Partner, or Purchaser (“You”, “Your”, “Client”), as these terms may be defined herein, or in such applicable Master Services Agreement (“MSA”), Statement of Work (“SOW”) and/or Purchase Agreement by and between You and DigitalMint (collectively “Parties” and each a “Party”).

By accessing or using the Services, You expressly acknowledge, consent and agree to be bound by these Terms of Service, and specific terms of any such applicable MSA, SOW and/or Purchase Agreement and subsequent modifications thereto, or any other agreement subsequently executed by and between You and DigitalMint (collectively, the “Agreement” or “Agreements”). These Terms of Service are binding as of the Effective Date, or as set forth on a fully executed Agreement between the Parties.

TERM AND TERMINATION

The term for each Agreement shall be set forth in the applicable executed Agreement. If an Agreement does not specify a term, the Agreement shall continue until the earlier of (i) DigitalMint completing the applicable Services; (ii) either Party terminating pursuant to the provisions outlined within an executed Agreement; or (iii) thirty (30) days after written notice of termination by either Party.

FEES AND EXPENSES

The fees for Services rendered by DigitalMint will be as set forth in such applicable Agreement. All fees are non-refundable, unless otherwise explicitly agreed to in writing by DigitalMint.

Client shall pay all taxes (including without limitation sales, use, excise, value added, and gross receipts) levied on the receipt of Services and Deliverables whether or not expressly stated in any Agreement, except taxes based on DigitalMint’s income. DigitalMint has the right to charge interest at the lesser of the maximum amount allowed by law or one and one-half percent (1.5%) per month on any amounts not timely paid pursuant to the applicable invoice. In any collection action or dispute relating to an Agreement, DigitalMint shall be entitled to recover its costs, including reasonable attorney’s fees, if it substantially prevails in such action. All invoices are due and payable in accordance with the terms set forth on the applicable invoice, but if not stated, all invoices shall be due and payable within thirty (30) days of receipt without right of set-off or deduction.

CONFIDENTIALITY OBLIGATIONS

Either Party may from time to time disclose (the “Disclosing Party”) confidential information (as defined below) to the other Party (the “Recipient”). As used herein, “Confidential Information” shall mean: (i) all nonpublic information concerning the business, finances, technology, products, services, internal structure and strategies of the Disclosing Party, specifically including, but not limited to, any designs, concepts, methodologies, inventions, source code, know-how, plans, records, files, layouts, documentation, data developments or procedures, and (ii) all such information clearly labeled by the Disclosing Party in writing as “confidential” prior to its disclosure or information for which Recipient knows, or reasonably should know, to be confidential. Recipient shall protect the confidential info using at least the same degree of care that it uses to protect its own confidential information of similar nature and importance, but in no event less than reasonable care. Recipient shall not disclose or disseminate, or permit any employee, agent or other person working under Recipient’s direction to disclose or disseminate the existence, source, content or substance of any Confidential Information to any other person, except that Recipient may disclose Confidential Information to the extent required by law, regulation, or valid court order, provided that Recipient gives the Disclosing Party prompt written notice and an opportunity to object to or limit such disclosure. The following information will not be considered Confidential Information: (i) information which was in the public domain prior to its disclosure; (ii) information which becomes part of the public domain by any means other than through violation of these Terms of Service or any such applicable agreement under which Confidential Information was disclosed.”; (iii) information which was independently developed by either Party without use of Confidential Information; (iv) information that was lawfully in Recipient’s possession prior to disclosure by the Disclosing Party; or (v) information received from a third party who was legally entitled to disclose such information without breach of any obligation of confidentiality. Upon the earlier of (i) the Disclosing Party’s written request or (ii) termination or expiration of the agreement under which Confidential Information was disclosed, Recipient shall promptly destroy all Confidential Information in Recipient’s possession or control, including all copies, summaries, and derivatives thereof; provided, however, that Recipient may retain Confidential Information to the extent required by applicable law, regulation, or its standard archival procedures, subject to continued compliance with the confidentiality obligations herein.

REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

DigitalMint represents and warrants that it shall perform the Services using personnel that are adequately trained and competent to perform the Services, and the Services shall be performed in a professional manner in accordance with any such applicable executed Agreement. Client’s exclusive remedies for breach of the warranties provided herein shall be the re-performance of the Services. Any claim for breach of warranty shall be made by providing written notice thereof to DigitalMint within thirty (30) calendar days following delivery of the applicable Services, together with a detailed explanation of the purported breach of warranty. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, THE DELIVERABLES, AND ANY ASSOCIATED WORK PRODUCT, DOCUMENTATION OR MATERIALS, INCLUDING ANY THIRD PARTY MATERIAL, DELIVERED UNDER THE AGREEMENT AND ANY SOW ARE PROVIDED “AS IS”, “AS AVAILABLE”, “WITH ALL FAULTS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, PERFORMANCE OR FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICES, NOT CONTAINED IN THESE TERMS OF SERVICE OR IN ANY APPLICABLE SOW SHALL BE DEEMED TO BE A WARRANTY. CLIENT ACCESSES AND USES THE SERVICES AND DELIVERABLES AT ITS OWN RISK, EXCEPT TO THE EXTENT SUCH DISCLAIMER IS PROHIBITED BY APPLICABLE LAW.

PRIVACY POLICY

Please review our Privacy Policy to understand our policies and practices regarding the processing of Your personal information. If You do not agree with our policies and practices, Your choice is not to use our Services.

GOVERNING LAW; JURISDICTION

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Illinois (and United States federal law, to the extent applicable), without giving effect to any choice of law or conflict of law provisions. Any controversy, claim or dispute arising out of or relating to this Agreement or the breach thereof shall be settled solely in the Circuit Court of Cook County or the United States District Court for the Northern District of Illinois, and rights of the Parties shall be governed by Illinois law. If a different governing law is set forth in an applicable Agreement executed between the Parties, such law and venue requirements shall govern that specific agreement.

DISPUTE RESOLUTION

Except for any breach of Agreement resulting from Client’s failure to deliver full payment for the Services or breaches relating to confidentiality obligations, for which DigitalMint may seek immediate injunctive relief, the Parties shall meet and confer in good faith to resolve any disputes, claims, questions, or disagreements arising out of an Agreement for a period not to exceed thirty (30) days before pursuing other remedies. If the dispute is not resolved by these negotiations, the Parties may consider and decide whether to submit the dispute to mediation, arbitration, or other forms of resolution. Nothing in this section shall preclude any Party’s right to seek redress in the courts at any stage of the dispute.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Use of the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and You agree that all agreements, notices, disclosures, and other communications we provide to You electronically and via email satisfy any legal requirement that such communication be in writing.

The requirements for all notices, requests, consents, claims, demands, waivers, and other communications shall be set forth in each applicable executed Agreement. In the absence of specific notice requirements in an Agreement, all legal notices must be in writing and delivered by: (i) certified mail, return receipt requested; (ii) nationally recognized overnight courier; or (iii) email with confirmation of receipt, to the email address specified in the applicable Agreement or such other email address as a Party may designate and acknowledge in writing.

METHOD OF PERFORMING SERVICES

DigitalMint shall have the right to determine the method, details, and means of performing the Services, provided that such methods comply with industry standards and any requirements as may be specified in such applicable Agreement, including the right to engage subcontractors or other third parties to assist in providing the Services, provided that DigitalMint remains responsible for compliance with such applicable Agreement and applicable laws. Nothing in these Terms of Service shall operate to create any employment relationship between You and DigitalMint or between You and DigitalMint’s personnel or subcontractors.

CHANGES TO OUR TERMS OF SERVICE

We reserve the right to make changes or modifications to these Terms of Service from time to time. We will notify You of any material changes by (i) updating the “Last updated” date above, and (ii) sending an email notification to the email address associated with Your account, should one have been provided by You, within a reasonable amount of time before such changes become effective, or as required by applicable law. For non-material changes, we will alert You by updating the “Last Updated” date above. Your continued use of the Services after the effective date of any changes constitutes Your acceptance of the modified terms. If You do not agree to the modified terms, You must discontinue Your use of the services. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Service by Your continued use of the Services after the date such revised Terms of Service are posted.

CONTACT US

To receive further information regarding our Services, please contact us.