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Domain > agreement.choosedarwin.com
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More information on this domain is in
AlienVault OTX
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DNS Resolutions
Date
IP Address
2021-04-21
13.227.41.17
(
ClassC
)
2021-04-21
13.227.41.3
(
ClassC
)
2021-04-21
13.227.41.41
(
ClassC
)
2024-07-02
99.84.66.37
(
ClassC
)
Port 80
HTTP/1.1 301 Moved PermanentlyServer: CloudFrontDate: Tue, 02 Jul 2024 21:47:14 GMTContent-Type: text/htmlContent-Length: 167Connection: keep-aliveLocation: https://agreement.choosedarwin.com/X-Cache: Redirect from cloudfrontVia: 1.1 e5af640ced3aa8764b82c4bc3f7af38e.cloudfront.net (CloudFront)X-Amz-Cf-Pop: HIO50-C1X-Amz-Cf-Id: YRlVuGUxsciEIGZYy9aJilkqH-cyU_dX3Mw2mX5Rdfh7NCLwKFdpLg html>head>title>301 Moved Permanently/title>/head>body>center>h1>301 Moved Permanently/h1>/center>hr>center>CloudFront/center>/body>/html>
Port 443
HTTP/1.1 200 OKContent-Type: text/htmlContent-Length: 22736Connection: keep-aliveDate: Tue, 02 Jul 2024 21:47:15 GMTLast-Modified: Fri, 22 Apr 2022 15:12:31 GMTETag: 520bf4d1b52f5a3aef14fc67fb1ba4adx-amz-version-id: LThb9cyYNtW3L7sUwx6f7kTsGkBxi0FtAccept-Ranges: bytesServer: AmazonS3X-Cache: Miss from cloudfrontVia: 1.1 efe54e8b68e074d39b2ecd249f85100a.cloudfront.net (CloudFront)X-Amz-Cf-Pop: HIO50-C1X-Amz-Cf-Id: wV35M_PzuiE9jHlGqt36fkwO5wGqwWB26NDHMsGmMFFGjyQJHZnklw !DOCTYPE html>html langen>head>meta charsetutf-8>meta nameviewport contentwidthdevice-width, initial-scale1.0, shrink-to-fitno>title>Darwin Software/title>link relapple-touch-icon typeimage/png sizes180x180 hrefassets/img/cropped-darwin_fav-180x180.png?h2239a9b3e055815328eadd47b36ced25>link relicon typeimage/png sizes32x32 hrefassets/img/cropped-darwin_fav-32x32.png?h64d29c7a53c525cb523a3f0606501f07>link relicon typeimage/png sizes32x32 hrefassets/img/cropped-darwin_fav-32x32.png?h64d29c7a53c525cb523a3f0606501f07>link relicon typeimage/png sizes180x180 hrefassets/img/cropped-darwin_fav-180x180.png?h2239a9b3e055815328eadd47b36ced25>link relicon typeimage/png sizes192x192 hrefassets/img/cropped-darwin_fav-192x192.png?he15a6c786be36ae07736db6267173e1e>link relicon typeimage/png sizes270x270 hrefassets/img/cropped-darwin_fav-270x270.png?h44d3e2572ed939dc6ef02069c9337b0c>link relstylesheet hrefhttps://cdnjs.cloudflare.com/ajax/libs/twitter-bootstrap/4.6.0/css/bootstrap.min.css>link relstylesheet hrefhttps://fonts.googleapis.com/css?familyPoppins:300,400,500,600,700>link relstylesheet hrefassets/css/styles.min.css?h3385804e80cc63b9214e59e6a5d907cd>!-- Facebook Pixel Code -->script>!(function (f, b, e, v, n, t, s) {if (f.fbq) return;n f.fbq function () {n.callMethod? n.callMethod.apply(n, arguments): n.queue.push(arguments);};if (!f._fbq) f._fbq n;n.push n;n.loaded !0;n.version 2.0;n.queue ;t b.createElement(e);t.async !0;t.src v;s b.getElementsByTagName(e)0;s.parentNode.insertBefore(t, s);})(window,document,script,https://connect.facebook.net/en_US/fbevents.js);fbq(init, 271106477518275);fbq(track, PageView);/script>noscript>imgheight1width1styledisplay: nonesrchttps://www.facebook.com/tr?id271106477518275&evPageView&noscript1/>/noscript> !-- Global site tag (gtag.js) - Google Analytics -->script async srchttps://www.googletagmanager.com/gtag/js?idUA-115867242-3>/script>script>window.dataLayer window.dataLayer || ;function gtag(){dataLayer.push(arguments);}gtag(js, new Date());gtag(config, UA-115867242-3);/script>/head>body>header>nav classnavbar navbar-light navbar-expand-md fixed-top nav>div classcontainer-fluid>a hrefhttps://darwinsoftware.io/>img classnav-logo srcassets/img/darwin_black.svg?h13359537f467349b0c56d290556a7c4b width95 height23 altlogo>/a>/div>/nav>/header>main classmain-page>section classhero-section>div classcontainer-fluid>div classrow>div classcol-12 col-md-7 col-lg-7 offset-xl-0 hero-agreement>h1 classdarwin-heading nda-heading mb-3 text-center text-md-left>90 Day Extended Trial Agreement/h1>h2 classdarwin-subheading text-gray mb-5>Darwin and span classclient-name>Client/span>/h2>p classtext-left mb-5>The purpose of this electronic agreement is to allow you to evaluate Darwin for a 90 day period. The agreement will auto renew every 90 days without written cancellation./p>h2 classmb-4>Agreement Terms/h2>div classnda-terms>p>strong>Darwin AI Software & Services Agreement /strong>br>br>This SaaS Services Agreement (“Agreement”) is entered into on span classdate-span>{date}/span> (the “Effective Date”) between Darwin AI (“Company”), and span classclient-name>Client/span> (“Customer”)(each a “party”, collectively, the parties”). This Agreement includes and incorporates the attached Terms and Conditions and contains, among other things, warranty disclaimers, liability limitations and use limitations. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof.br>br>strong>Platform and Services:/strong>Creative Analytics with option to purchase Creative Studio creditsbr>br>Darwin Software is a creative analytics platform designed to achieve business objectives through data driven creative insights.br>br>strong>Initial Term:/strong> Three (3) months from date of contract signature, auto-renewing at the three-month anniversary on a rolling basis. br>br>strong>Monthly Software Services Fees:/strong> $3,500 billed via credit card at the start of each month of service.br>br>Customer will receive 8 free creative credits at the start of the agreement. Creative support can be purchased for an additional $6,500 per month for 16 creative credits. More details on creative credits can be found in Appendix A. br>br>strong>TERMS AND CONDITIONS/strong>br>br>1. strong>SAAS SERVICES AND SUPPORT/strong>br>br>1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to ensure that Services provided to Customer will be of a professional quality, conforming to generally accepted industry standards and practices for similar Services. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.1.2 Subject to the terms hereof, Company will provide Customer with any and all reasonable technical support services necessary to provide the Services in accordance with Section 1.1. of this Agreement.1.3 Managed services will be performed in accordance with Appendix A to this Agreement.br>br>2. strong>RESTRICTIONS AND RESPONSIBILITIES/strong>br>br>2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. 2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation reasonable costs and attorneys’ fees)(collectively, “Losses”) incurred in connection with any claim or action made against Company by a third party which arises out of, or is related to, Customer’s gross negligence or willful misconduct in performing its obligations under this Agreement. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may, upon sufficient notice to Customer, which shall be no less than thirty (30) days, prohibit any use of the Services it finds are in violation of the foregoing. Subject to this Agreement, Company shall at its expense, defend, indemnify and hold Customer harmless from and against any actual or threatened action or proceeding by a third party (a Claim): a) that arises out of or results from Company’s reckless misconduct, gross negligence, willful misconduct and/or fraud in performing its obligations pursuant to this Agreement; or (b) Company’s violation of Section 3 (“Confidentiality; Proprietary Rights”) of this Agreement. All Losses incurred by Customer shall be included in Company’s indemnification obligation. Notwithstanding the above, neither party will be required to defend or indemnify any party to the extent the other party’s Losses or expenses are caused by that party’s own negligence or willful misconduct. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.2.4 Company hereby agrees to indemnify and hold harmless Customer against any damages, losses, liabilities, settlements and expenses (including without limitation reasonable costs and attorneys’ fees)(collectively, “Losses”) incurred in connection with any claim or action made against Customer by a third party which arises out of, or is related to, Company’s gross negligence or willful misconduct in performing its obligations under this Agreement. br>br>3. strong>CONFIDENTIALITY; PROPRIETARY RIGHTS/strong>br>br>3.1 The parties’ Confidentiality obligations shall be governed by the Mutual Non-Disclosure Agreement, entered into and effective span classdate-span>{date}/span>. Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. 3.2 Notwithstanding anything to the contrary, Company shall have a limited, revocable, non-exclusive, non-sublicensable, limited license to use any content information, material, technology, data, and/or systems provided by or made available by Customer to Company (“Customer Materials”) for the sole purpose of providing the Services contemplated hereunder. Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. br>br>br>4. strong>PAYMENT OF FEES/strong>br>br>4.1 Customer will pay Company the then applicable fees described in the Agreement for the Services in accordance with the terms therein (the “Fees”).4.2 Company may choose to bill through an invoice, in which case, full payment for any undisputed fees set forth in an invoice in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts for undisputed fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.br>br>5. strong>TERM AND TERMINATION/strong>br>br>This Agreement is for the Term as specified in the Agreement. Auto-renewal can be cancelled any time before the next auto-renewal date.br>br>6. strong>WARRANTY AND DISCLAIMER/strong>br>br>Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Managed Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.br>br>7. strong>LIMITATION OF LIABILITY/strong>br>br>NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, NEITHER PARTY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND THAT PARTY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY WITH RESPECT TO ANY LIABILITY ARISING OUT OF OR RELATING TO THE OTHER PARTY’S (i) RECKLESS MISCONDUCT, (ii) GROSS NEGLIGENCE, (iii) WILLFUL MISCONDUCT, (iv) FRAUD, (v) A BREACH OF SECTION 3 (CONFIDENTIALITY) OR, (vi) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 2.3. br>br>8. strong>MISCELLANEOUS/strong> br>br>If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without Customer’s consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has the authority to bind the other party in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Illinois without regard to its conflict of laws provisions. Customer agrees to reasonably cooperate with Company to serve as a reference account upon request.br>br>9. strong>DISPUTE RESOLUTION/strong>br>br>Customer will notify Company of any actual or alleged errors that Customer becomes aware of in any invoice, billing or Fee statement within thirty (30) days of receipt thereof. In such notice Customer shall advise what amounts of the invoice the Customer is disputing and the basis for disputing those amounts. Customer and Company agree that senior management shall discuss the problem and negotiate in good faith in an effort to resolve any such bona fide billing or Fee disputes without necessity of any formal proceeding relating thereto. Any undisputed portion of any invoice, billing or Fee statement shall be paid in accordance with the terms of this Agreement. Company shall not exercise its termination rights herein if, and to the extent Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. If a mutually agreed resolution cannot be obtained within ten (10) days of senior management’s first communication, the matter shall be escalated to and mutually reviewed by an executive officer of each Party in an attempt to settle the dispute. br>br>strong>Appendix A: Darwin Platforms and Services/strong>br>br>strong>Overview: /strong>The purpose of this testing services appendix is to outline roles and responsibilities of both parties involved in using Company technology and services. br>br>strong>New creative assets:/strong> Customer reserves the rights to all creative produced and owned by it and relinquishes no rights to its own creative assets as part of this agreement. From time to time Company will create and/or modify creative assets with Customer’s prior approval, which approval shall not be unreasonably delayed.br>br>strong>Creative Analytics:/strong> Client will receive access to the Darwin Software platform designed to provide actionable creative intelligence. br>br> Facebook Platform: The scope of the initial agreement is for the Facebook platform with the following limitations: br>br> -- Unlimited campaigns for a single objective (down funnel event) br> -- Last 6 weeks of data pulled nightly br> -- 10 Custom Categories br> -- Up to 5 user logins br> -- Monthly creative report demonstrating actionable insights (service)br> -- Monthly training on new features and functionality (service)br> -- Unlimited training of new employees on Darwin functionality (service)br>br> Note any of the above can be expanded as needed for additional fee(s) br>br> strong>Creative Studio:/strong> Client will receive 8 creative credits at the start of the contract to evaluate the Darwin creative network. The client can purchase additional creative credits in blocks of 16 creative credits per month for $6,500. Client can upgrade or downgrade each month with 7 days notice before billing.br>br>strong>Creative Credits:/strong> These can be new themes or changes to existing images or videos with new elements (colors, calls to action, etc.). Note that “raw” files from our contractors cannot be shared with the Client. br> br> A “creative credit” is an image asset or video asset (up to 10 seconds) in up to 3 ratios with music and unlimited revisions. br>br> Any services outside of this scope (UGC actors, photo shoots, etc.) will be an additional amount and will need to be agreed upon before work begins. br>br> strong>Customer Responsibilities: /strong> Customer agrees to work with Company platform services to communicate advertising campaign goals, relevant KPIs, and overall marketing objectives. br>/p>/div>/div>div classcol-12 col-md-5 col-lg-5 hero-form>h1 classdarwin-heading nda-heading mb-0 text-center text-md-left>Company Signature/h1>form idtrial-form actionhttps://formspree.io/f/xnqlnjwp methodpost>div classform-group hero-form-group>label>Your Name/label>input classform-control typetext nameFull Name of Client Signing Agreement required>/div>div classform-group hero-form-group>label>Your Title/label>input classform-control typetext nameTitle of Client Signing Agreement required>/div>div classform-group hero-form-group>label>Email Address/label>input classform-control typeemail nameEmail Address of Client Signing Agreement required inputmodeemail>/div>input classform-control typehidden valueNotification of Accepted Trial Agreement name_subject>input classform-control typehidden idclient-date nameDate of Electronic Signature from Client>input classform-control typehidden valueJohn Bauschard nameFull Name of Darwin Employee Signing Agreement>input classform-control typehidden nameTitle of Darwin Employee Signing Agreement valueCEO>input classform-control typehidden nameEmail Address of Darwin Employee Signing Agreement valuejohn@darwinsights.com>input classform-control typehidden iddarwin-date nameDate of Electronic Signature from Darwin Employee>textarea classform-control agreement-text nameAgreement Details hiddentrue>/textarea>button classbtn form-btn w-100 mt-5 mb-4 typesubmit>Agree/button>/form>p classnda-disclaimer text-gray>By clicking Agree, you agree to the agreement terms outlined/p>/div>/div>/div>/section>/main>script srchttps://cdnjs.cloudflare.com/ajax/libs/jquery/3.6.0/jquery.min.js>/script>script srchttps://cdnjs.cloudflare.com/ajax/libs/twitter-bootstrap/4.6.0/js/bootstrap.bundle.min.js>/script>script srcassets/js/script.min.js?hd789a54cf62d22fa1373b04e0073f08a>/script>/body>/html>
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