General
These Terms of Service (“Terms of Service”) govern your use of the services and of our website fraud.net and its subdomains (“Website”) as provided by Fraud.net Inc., a Delaware corporation, and its affiliates, successors, and/or assigns (“Fraud.net” or “we”). Fraud.net provides online businesses (our “Customers” or “you”) with services that help Customers detect and address fraud and other malicious behavior on their digital properties. In doing so, we collect and analyze information about how Internet users (“Customers’ Consumers” or “Users”) interact with our Customers’ digital properties such as websites and mobile applications (their “Customer Sites”). Any content, functionality, and services offered on or through our cloud-based, machine-learning platform (or Website) that is used to analyze, predict or prevent fraudulent activity, as well as any of Fraud.net’s other products, services and terms that may be incorporated herein through separate Purchase Order(s) signed by you and Fraud.net (“Purchase Order”), are referred to collectively as the “Fraud.net Services.”
Please read the Terms of Service carefully before using the Fraud.net Services or Website because they contain provisions that affect your rights and obligations including mandatory arbitration provisions, limitation on liability claims and treatment of confidential information. By using the Fraud.net Services (or Website), you acknowledge and confirm that you agree to be legally bound by the following and will abide by these Terms of Service, including any related Purchase Order(s), our Services Privacy Policy, and our Website Privacy Policy, which are incorporated herein by reference. If you do not agree with these Terms of Service, you must not access or use the Fraud.net Services or Website.
Fraud.net provides access to its Fraud.net Services and Website subject to the following conditions:
General Commercial Terms
Fraud.net helps Customers detect, identify, and prevent fraud by collecting and analyzing information about how Users interact and submit transactions through Customer Sites. Customers submit information about Users to Fraud.net through our application programming interface or through our online portal (“API”), software development kits (“SDKs”), and/or Fraud.net-provided JavaScript code.
Customers may submit Customer Data (as defined in the Service Privacy Policy) through our application programming interface or through the API. Customers own their Customer Data, but Fraud.net owns the Fraud.net Services and Analytical Results (as defined in the Service Privacy Policy). Each Customer decides the types and format of the Customer Data they wish to submit for analysis using the Services.
The Fraud.net Services and Analytical Results are intended to identify patterns, using custom and global models that leverage both the specific Customer Data provided by Customers and data provided by all other Customers, enabling Customers to (i) streamline the review of User’s activities, (ii) prevent misuse of their assets and services and (iii) identify and track fraud risk and fraud trends.
Fraud.net grants you a revocable, non-exclusive, nontransferable, limited and non-assignable license to access and use the Fraud.net Services in accordance with these Terms of Service and for your internal business purposes. You are not permitted to resell or distribute to third-parties the Fraud.net Service or Analytical Results unless expressly authorized in writing by Fraud.net. All other rights not expressly granted to you are reserved by Fraud.net.
You are not permitted to copy, reproduce, distribute, republish, display, post or transmit, in any form or by any means, any part of the Fraud.net Services, including the Analytical Results. You agree not to access the Fraud.net Services by any means other than through the interfaces that are provided by Fraud.net. You agree not to license, rent, sell, lease, transfer, assign, distribute, display, host, outsource, disclose, or otherwise commercially exploit or make the Fraud.net Services available to any third party, including using the Fraud.net Services to improve the information discovery for any website other than your own. You agree not to upload, post, reproduce or distribute any information regarding the Fraud.net Services, software or other material protected by copyright or any other intellectual property right (including rights of publicity and privacy) without first obtaining the permission of the owner of such rights. You agree that you will ensure that any use of the Fraud.net Services by you, your employees and affiliates is in accordance with the terms and conditions of the Terms of Service. You agree not to directly or indirectly cause Fraud.net to violate the Fair Credit Reporting Act 15 USC § 1681 et seq., as may be amended, or that might classify Fraud.net as a consumer reporting agency thereunder.
By using the Fraud.net Services, you acknowledge and agree (i) that Analytical Results are owned and will be retained by Fraud.net in aggregated form that is not associated with any individual Customer (except in the Customer’s account portal and reporting portal); (ii) that Fraud.net owns all right, title and interest in the Analytical Results, including all intellectual property rights therein; and (iii) that if you provide feedback to Fraud.net in using the Fraud.net Services (“Feedback”), you grant Fraud.net a worldwide, unlimited, irrevocable, royalty-free license to publicly and privately use (including as part of the Analytical Results), distribute, modify, offer for sale or exploit any Feedback you make relating to the Services, with no obligation to pay you royalties or any other compensation. Fraud.net agrees not to distribute or publish any Analytical Results in a manner that renders individual Customers readily ascertainable as the source of Customer Data used in the Analytical Results.
Upon termination of the Fraud.net Services, the Customer may request deletion of the Customer Data by providing written notice to Fraud.net. Fraud.net will delete the Customer Data from your account within ninety (90) days. Notwithstanding such termination, the Analytical Results shall remain the sole and exclusive property of Fraud.net.
Payment Fees and Terms
Customers will pay the fees described at Fraud.com/Pricing or as provided for under a Purchase Order signed by both Customer and Fraud.net (“Fees”). A minimum monthly Fee may be collected at the commencement of Fraud.net Services based on projected volume. All Fees, including any monthly minimum Fees paid by Customer, are non-refundable. Minimum Fees paid may not be rolled into any future time period. Fees based on usage will result in a debit or credit to your account at the end of each month. Any late payments will be subject to a service charge equal to 1.5% of the amount due (calculated on a monthly basis) or the maximum amount allowed by law, whichever is less. If the Customer pays by credit card, our third-party payment processor collects that information (we do not store full credit card information).
In addition to the other amounts payable under the Terms of Service, you agree to pay all applicable customs, duties, sales, use, value added or other taxes, federal, state or otherwise, however, designated, which are levied or imposed by reason of the transactions contemplated by the Terms of Service, excluding only taxes based on Fraud.net net income. You agree to hold Fraud.net harmless from all claims and liability arising from your failure to report or pay any such taxes, duties or assessments.
Term and Changes to and Termination of Services
We are constantly changing and improving our Fraud.net Services and may update the content, functionality, and user interface of the Fraud.net Services or modify the Fraud.net Services temporarily or permanently from time to time at our sole discretion. We reserve the right to add or remove functionalities or features of the Fraud.net Services, and we may suspend or stop a Fraud.net Service altogether, including, for example, if you do not comply with these Terms of Service or if we are investigating suspected misconduct. We may also stop providing Fraud.net Services to you, add or create new limits to our Fraud.net Services, or restrict your access to all or a part of the Fraud.net Services at any time and for any reason without notice or liability. We will not be liable if for any reason all or any part of the Fraud.net Services are unavailable at any time or for any period. The right to access and use the Fraud.net Services is revoked in jurisdictions where it may be prohibited if any.
You can terminate use of the Fraud.net Service at any time by submitting 5 business days written notice to Fraud.net. Following termination of your account and/or use of the Fraud.net Services, Fraud.net may immediately deactivate your account and may delete your account and you will have no rights to continue use of the Fraud.net Services. Fraud.net has no obligation to maintain, store, or transfer your information or data that you have posted on or uploaded to the Fraud.net Services. Fraud.net will not be liable to you or to any third party whatsoever as a result of the termination of your access to the Fraud.net Services and/or the deletion of Customer Data submitted through your account.
The disclaimer of warranties, limitation of liability, jurisdictional, limitation of time to file claims, indemnification and arbitration provisions survive any termination or expiration of the Services.
Proprietary Rights
The Fraud.net Services and all past, present and future content of the Fraud.net Services, including all software, hardware and technology used to provide the Fraud.net Services (including our proprietary code and third-party software), user interfaces, materials displayed or performed on the Fraud.net Services, such as text, graphics, articles, photographs, images, illustrations and the design, structure, sequence and “look and feel” of the Fraud.net Services, and all other intellectual property, including all trademarks, service marks, logos, or any other trade name, trademarks, service marks and other distinctive or proprietary brand features of Fraud.net (including user rank and product names) (collectively, “Fraud.net Marks”), are (i) owned by Fraud.net, its licensors or other providers of such material, (ii) protected by the United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws, (iii) are intended solely for the personal, non-commercial use of our users, and (iv) may only be used in accordance with these Terms of Service.
Fraud.net generates analysis and results using the Customer Data (as defined in our Privacy Policy), whether alone or in combination with other sources, and creates risk profiles for users, risk assessments, a risk score and a substantiation of that score, and aggregated insights and analytics reports based on the Customer Data that are created through Fraud.net’s proprietary modeling and analysis (“Analytical Results”). Customers own their Customer Data, but Fraud.net owns the Fraud.net Services and Analytical Results.
Using the Fraud.net Services does not give you ownership of any intellectual property rights in the Fraud.net Services, Analytical Results, or any content on or output of the Fraud.net Services. These Terms of Service do not grant you the right to use any of Fraud.net’s technology or intellectual property. You may not remove, obscure, or alter any copyright or other legal notices displayed in or along with the Fraud.net Services. You will have the right to identify Fraud.net by name and logo as may be agreed to by Fraud.net.
No right, title or interest in or to the Fraud.net Services or any content on the Fraud.net Services is transferred to you, and all rights not expressly granted are reserved by Fraud.net. Any use of the Fraud.net Services not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark and other laws.
Your logo and other trademark and service marks and service names remain you your marks and sole property. Fraud.net will have the right to identify you by name and logo within marketing materials and customer lists.
Confidential Information
For purposes of these Terms of Service, “Confidential Information” shall mean information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), either directly or indirectly, whether in writing or otherwise, that is clearly identified in writing at the time of disclosure as confidential or that could have been reasonably understood, given the nature of the information or the circumstances surrounding its disclosure, to be confidential. Customers’ Confidential Information includes the Customer Data and Fraud.net’s Confidential Information, including APIs, the Analytical Results, and all documentation provided to the Customer hereunder. Confidential Information does not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, not due to any fault of yours, subsequent to disclosure; or (4) you become aware of from a third party not bound by nondisclosure obligations and with the lawful right to disclose such information to you.
The Receiving Party agrees to use the Confidential Information solely as contemplated by this Terms of Service and will only disclose such information to its employees, agents, vendors, and contractors who are bound by obligation at least as strict as those contained in this Provision. The Receiving Party will protect the confidentiality in the same manner as it protects the confidentiality of similar information and data of its own, at all times exercising at least reasonable care.
Confidential Information is and will remain the exclusive property of the Disclosing Party. Subject to the terms and conditions of this Agreement, the Receiving Party will, upon written request, destroy all copies of the Disclosing Party’s Confidential Information that is in its possession or control. The Receiving Party may also disclose Confidential Information to the extent that such disclosure is requested or required by law or order of a court or other governmental authority. You agree to give us prompt notice of the receipt of any subpoena or other similar requests that you receive for disclosure of Confidential Information.
Third Party Links
The Fraud.net Services may link to independent third-party websites. Such links are provided for your reference and convenience only. Fraud.net is not liable for the availability or accuracy of such third party sources, and you assume all risk in using them. When you link to them, these third party sites or services may place cookies and other tracking technologies on your computer and may have different rules for using or sharing any personal information you submit to them. We encourage you to read their privacy policies before submitting your personal information. Fraud.net is not responsible for the actions, content, information, data, practices, or policies of any third party.
Disclaimer of Representations and Warranties
In connection with the Fraud.net Services, Fraud.net will provide you with information to promote your successful utilization of the Fraud.net Services, which may include providing you with user guides, knowledge bases, online help, optional and paid training classes, and/or customer support and professional services consultation. You acknowledge that Fraud.net has extensive experience helping Customers improve utilization and realization of benefits of the Fraud.net Services and that not following the advice of Fraud.net in these areas may substantially undermine your successful utilization of the Fraud.net Services. The Fraud.net Services are intended to allow Customers to identify fraudsters, enable faster manual reviews, reduce chargebacks, prevent and contain data breaches, and approve good orders. However, by using the Fraud.net Services, you acknowledge and agree that Fraud.net does not in any way guarantee any particular result or results will be achieved by using the Fraud.net Services.
Fraud.net does not represent (i) that your use of the Fraud.net Services will be secure, timely, uninterrupted or error-free; (ii) that the Fraud.net Services will meet your requirements or that all errors in the Fraud.net Services and/or documentation will be corrected; or (iii) that the system that makes the Fraud.net Services available will be free of viruses or other harmful components.
THE FRAUD.NET SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND IS FOR COMMERCIAL USE ONLY, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER FRAUD.NET NOR ANY PERSON ASSOCIATED WITH FRAUD.NET MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE FRAUD.NET SERVICES OR ANY ASSOCIATED CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER FRAUD.NET NOR ANYONE ASSOCIATED WITH FRAUD.NET REPRESENTS OR WARRANTS THAT THE FRAUD.NET SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, UPDATED OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE FRAUD.NET SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE FRAUD.NET SERVICES WILL OTHERWISE MEET YOUR NEEDS, REQUIREMENTS, OR EXPECTATIONS. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE FRAUD.NET SERVICES OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSES.
Limitation of Liability
YOUR USE OF THE FRAUD.NET SERVICES AND ANY CONTENT ON THE FRAUD.NET SERVICES IS AT YOUR SOLE RISK AND DISCRETION. You may not assert claims for damages arising from the Fraud.net Services or any associated content against Fraud.net, its affiliates, intermediaries, licensors or service providers, or our respective employees, contractors, officers, directors and agents. Fraud.net, its affiliates, licensors and service providers, and our respective employees, contractors, officers, directors and agents shall not be liable for any direct, indirect, special, exemplary, incidental, consequential or punitive damages, including but not limited to personal injury, pain and suffering, emotional distress, or loss of revenue, profits, goodwill or data, loss of Customer Data, revenue, profits, use or other economic advantage, whether caused by tort (including negligence), breach of contract or otherwise, or any other legal or equitable theory arising under or in connection with these Terms of Service, even if we knew or should have known of the possibility of such damages, arising out of or in connection with (i) your use, or inability to use, the Fraud.net Services or any associated content, (ii) any information offered or provided within or through the Fraud.net Services, or (iii) any other matter relating to the Fraud.net Services.
In no event shall Fraud.net, its affiliates, licensors or service providers, or our respective employees, contractors, officers, directors, and agents be liable to you in the aggregate (for all potential claims by you) for any damages incurred in excess of one hundred dollars ($100). Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the extent permitted by law.
Indemnification
You are solely legally liable if your use or misuse of the Fraud.net Services or any associated content causes damage to the Fraud.net Services, to you, or to someone or something else. You agree to defend, indemnify, and hold harmless Fraud.net, its affiliates, licensors and service providers, and our respective employees, contractors, officers, directors and agents from and against all liabilities, claims, damages, judgment, awards, losses, costs, expenses, fines or fees (including attorney’s fees and investigation costs), that arise from or relate to your use or misuse of the Fraud.net Services; use, transmission, or processing by the Fraud.net Services; infringement or misappropriation of any intellectual property rights or other rights; violation of these Terms of Service; related to or arising out of the operation of any Customers’ Websites; and/or violation of a third party’s rights or other harm to a third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor.” And, if you are not a California resident, you waive any applicable state statutes of a similar effect.
Limitation on Time to File Claims
Any cause of action or claim you may have arising out of or relating to these Terms of Service or the Fraud.net Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action is permanently barred.
Choice of Law
The Terms of Service shall be governed in accordance with the laws of the State of New York and U.S. federal law, without regard to New York’s conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Binding Arbitration
In the rare event, you have a dispute with Fraud.net, we encourage you to contact us immediately so we can work together toward a satisfactory resolution. If we cannot come to a resolution, you agree that any claims, disputes, demands, counts, controversies, or causes of action between you and Fraud.net arising out of or relating to these Terms of Service, the Fraud.net Services, including the enforceability of these Terms of Service or our Privacy Policy or information practices will be finally and exclusively resolved by binding arbitration on an individual basis only (except as stated below). The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding.
YOU UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHT TO HAVE YOUR CLAIMS HEARD IN COURT BY A JUDGE OR JURY. AN ARBITRATION AWARD IS AS ENFORCEABLE AS A COURT ORDER AND IS SUBJECT TO ONLY LIMITED REVIEW BY A JUDGE. YOU ALSO UNDERSTAND AND AGREE THAT THIS ARBITRATION PROVISION PREVENTS YOU FROM PARTICIPATING AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
Arbitration will be subject to the Federal Arbitration Act and shall be commenced and conducted by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes, as amended by this provision, by one arbitrator that is acceptable to both parties. You can find out more AAA and how to file an arbitration claim at www.adr.org or by calling 800-778-7879. The Arbitration will be held in the County of New York, in the State of New York.
Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA rules and, where appropriate, limited by the AAA Consumer Rules.
The arbitration will be conducted through written submission unless the arbitrator determines that a telephonic hearing is required. Except as otherwise provided in these Terms, you and Fraud.net may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. In the event, this arbitration provision is held unenforceable by a court, or in the event AAA refuses to arbitrate the dispute, all controversies, disputes, demands, counts, claims, or causes of action between you and Fraud.net shall be exclusively brought in the state or federal courts of New York, New York.
Despite this provision, you may file a claim in a small claims court in New York, New York, if you provide Fraud.net with written notice of your intention do so. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.
You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR FRAUD.NET WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claim(s) and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
Severability and Integration
These Terms of Service, our Privacy Policy, and any supplemental terms, policies, rules, and guidelines posted on the Fraud.net Services, and the Purchase Order constitute the entire agreement between you and Fraud.net. If any part of the Terms of Service, Privacy Policy, or Purchase Order(s) is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
If there are applicable Purchase Order(s) and there is any conflict between the terms of these Terms of Service, the Service Privacy Policy, the Website Privacy Policy, the terms of the Purchase Order(s) will control.
General Provisions
You may not assign these Terms of Service without Fraud.net’s prior written approval. Fraud.net may assign these Terms of Service without your consent to (i) a subsidiary or affiliate; (ii) an acquirer of Fraud.net’s business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you and Fraud.net as a result of these Terms of Service or your use of the Fraud.net Services. Our failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Fraud.net in writing.
Contact Information and Notices
You agree to receive legal notices, statements, and other communications through email and information concerning Fraud.net or the Fraud.net Services electronically, including notice to any email address that you agree to provide.
The Fraud.net Services are operated by Fraud.net. All feedback, comments, requests for technical support and other communications relating to the Fraud.net Services should be directed to us at:
Fraud.net Inc.
Attn: Legal Department
244 Fifth Avenue Box #2383
New York, NY 10001
legal@fraud.net