AURA BENEFITS PROGRAM CUSTOMER AGREEMENT

Version Date:    December 30, 2021

 

THIS AURA BENEFITS PROGRAM CUSTOMER AGREEMENT (“AGREEMENT”) GOVERNS YOUR ACCESS AND USE OF AURA’S SERVICES (AS DEFINED BELOW). CAPITALIZED TERMS HAVE THE MEANINGS SET FORTH IN THIS AGREEMENT. THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE EARLIER OF THE DATE YOU (“CUSTOMER”) ENTER INTO THIS AGREEMENT AND THE DATE YOU FIRST ACCESS THE SERVICES.

 

BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING A GROUP APPLICATION FORM THAT REFERENCES THIS AGREEMENT, OR (3) USING THE SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.

 

  1. Definitions. In this Agreement:

 

Affiliate” means, in relation to a party, an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with that party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity.

 

Agreement” means this Aura Benefits Program Customer Agreement.

 

Applicable Data Protection Laws” means all data protection and privacy laws and regulations applicable to the processing of any personal information or data contained in the Customer Data.

 

Aura” means Aura Sub, LLC, a Delaware limited liability company with its principal place of business at 2553 Dulles View Dr., Suite 400, Herndon, Virginia 20171 and its Affiliates.

 

Aura Marks” means an Aura trademark, service mark, logo, or other mark or trade dress.

 

Aura Materials” means visual interfaces, graphics, design, compilation, information, data, computer code (including source code and object code), products, software, services, marketing materials and all other elements of the Services.

 

Beta Service” means a Service, or a feature of a Service, that is designated or presented to Customer as alpha, beta, experimental, pilot, limited release, developer preview, non-production, evaluation, provided prior to general commercial release, or similar.

 

CCPA” means the California Consumer Privacy Act of 2018.

 

Customer” means the entity entering into this Agreement and offering the Services to its employees, staff, members, or contractors.

 

Customer Data” means data means all Personal Data that Customer transmits to or through the Services or provides to Aura.

 

Fees” means any amounts payable to Aura for the Services as set forth in the Group Application.

 

 

Group Application” means any order form, group application or statement of work or similar document that Customer enters into with Aura that references or is made subject to this Agreement.

 

Personal Data” has the meaning given to such term (or a substantively equivalent term such as personal information or personally identifiable information) under Applicable Data Protection Laws.

 

Sanctions and Export Control Laws” means any law, regulation, statute, prohibition, or wider measure applicable to a party’s products, services, or to a party, relating to the adoption, application, implementation and enforcement of economic sanctions, export controls, trade embargoes, or similar restrictive measures. “Services” means the identity protection, privacy and device security services provided by Aura, from time to time.

 

Third Party Entity (TPE)” means any third-party entity a Customer enters into an agreement with to perform certain services such as billing or employee benefits management.

 

Services” means Aura’s identity protection, device protection and privacy services as may be offered by Aura from time to time.

 

USD” means United States dollars.

 

Usage Data” means any and all information reflecting the access or use of the Services by or on behalf of Users, including, but not limited to activity logs, device information and any statistical or other related analysis, information or data.

 

User” means an employee, staff, member, contractor, or agent of Customer or Customer’s Affiliate that uses the Services.

 

User Account” means an account assigned to a User that can be used to access the Services.

 

User Terms” means the User Terms of Service related to a User Account available at https://www.identityguard.com/legal/terms-of-use or https://www.aura.com/legal/service-terms, as applicable (or any successor URLs).

 

  1. Aura Benefit Program.

 

 

 

 

 

 

 

 

 

 

  1. Onboarding and Enrollment.

 

 

 

 

 

 

 

  1. Payment Terms and Fees.

 

 

 

 

 

 

 

 

 

 

  1. Free Trials and Beta Services

 

 

 

  1. Intellectual Property

 

 

 

 

 

  1. Privacy and Security

 

 

 

 

  1. Confidentiality

 

 

 

 

 

 

  1. Trade Sanctions and Export Control

 

 

 

  1. Term and Termination

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  1. Representation and Disclaimers

 

 

 

 

  1. Limitations of Liability

 

 

 

 

 

  1. Governing Law and Jurisdiction. This Agreement shall be governed by and be construed in accordance with the laws of the State of New York. This Agreement shall be binding upon and ensure to the benefit of the parties and their respective successors and assigns. Neither party is liable for delays and failures in performing under this Agreement that result from any cause beyond the reasonable direct control of the party.
  2. Miscellaneous

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  1. S. Government Customers

 

If Customer is a U.S. government entity or if this Agreement otherwise becomes subject to the Federal Acquisition Regulations (FAR), Customer acknowledges that elements of the Services constitute software and documentation and are provided as “Commercial Items” as defined in 48 C.F.R. 2.101 and are being licensed to U.S. government Customer as commercial computer software subject to restricted rights described in 48 C.F.R. 2.101, 12.211 and 12.212. If acquired by or on behalf of any agency within the Department of Defense (“DOD“), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement (“DFARS“) and its successors. This Section is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data.

 

 

 

Archived Versions

 

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