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ONLINE SUBSCRIPTION AGREEMENT

This Online Subscription Agreement (“Subscription Agreement”) is a legal agreement between Signifyd, Inc. (“Signifyd”) and Subscriber (“Subscriber”) including any Subscriber’s Affiliates entering into a separate Order that references this Subscription Agreement. By entering into an Order, Subscriber’s Affiliates agree to be bound by the terms of this Subscription Agreement as if it were an original party hereto. This Subscription Agreement, along with the Order, DPA, Acceptable Use Policy, and including and incorporating by reference the applicable Service Terms, and relevant policies, along with any ancillary agreements entered into between the parties and amendments to any of the foregoing, shall together mean the Agreement (“Agreement”).

Modification of Terms: From time to time, Signifyd may update or modify this Subscription Agreement at Signifyd's discretion. Such updates may be required to reflect enhancements to our Services. If Signifyd’s changes reduce Subscriber’s rights or increase Subscriber’s responsibilities, Signifyd will use commercially reasonable efforts to provide Subscriber with notice in accordance with the notices section. Any use of the Services after the Effective Date means Subscriber has accepted the updated Subscription Agreement. Subscriber’s sole and exclusive remedy in the event Subscriber does not accept the updated Subscription Agreement is to terminate and cease Subscriber’s access to the Services.

  1. SCOPE
    1. Signifyd provides a multi-tenant platform for certain Services as further described in an Order between the parties. The Agreement governs Subscriber’s access to and use of the Services and Professional Services, respectively. Each Order will include a description of the services to be provided by Signifyd, pricing, and any business terms related to Subscriber’s subscription as may be further described in the Documentation.
  2. SIGNIFYD’S PROVISION OF SERVICES
    1. Provision of Services. Signifyd will (i) make the Services and Content available to Subscriber and its Authorized Users to access the Services during the applicable subscription term, the Documentation, and the applicable Order, and (ii) provide the Services in accordance with all applicable laws and government regulations related to Signifyd’s business operations.
      1. Professional Services. Signifyd may offer certain Professional Services to Subscriber related to the Services as described in an Order. Signifyd retains all right, title and interest in and to any work product, code, deliverables and to any derivative, enhancement or modification thereof created by or on behalf of Signifyd.
      2. Service Terms. Subscriber’s subscription to or use of certain Services or features of the Services may be subject to additional terms, policies, rules, or guidelines that Signifyd may post on or link to from the Agreement (the “Service Terms”).
  3. SUBSCRIBER’S USE OF SERVICES
    1. Access and Use. Subject to Subscriber's compliance with the terms and conditions contained in the Agreement, Signifyd authorizes Subscriber and its Authorized Users to access and use the Services and Documentation during the applicable subscription period set forth in the Order., Subscriber agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Signifyd regarding future functionality or features.
    2. Subscriber Responsibilities and Restrictions. Subscriber and its Authorized Users will use Services and Content only in accordance with the Agreement and Signifyd’s Acceptable Use Policy available at https://www.signifyd.com/legalcenter/ (hereby incorporated into the Agreement) and any applicable laws and government regulations. Subscriber and its Authorized Users will only use the Services and Content for Subscriber’s own internal business purposes (and not for the benefit of a third party). This right does not grant to Subscriber or any other third party any right to comply, modify, enhance, or transfer the Services otherwise disclose any Content or Confidential Information disclosed by Signifyd to any third party. Signifyd’s Acceptable Use Policy available at https://www.signifyd.com/legalcenter/ (hereby incorporated into the Agreement) and any applicable laws and government regulations. No other rights in or to any Services or Content, express, implied or otherwise, are granted to Subscriber other than expressly set forth herein.
    3. Authorized Users. Subscriber is solely responsible for all activities that occur under Authorized User accounts. Without limiting the foregoing, Subscriber expressly agrees to:
      1. Use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, by its Authorized Users or otherwise and notify Signifyd promptly of any such unauthorized access or use;
      2. Protect Subscriber’s account and passwords and/or keys or other access protocols that have been provided or that are generated in connection with the use of the Services.
  4. THIRD PARTY SERVICES. Subscriber may choose to enable integrations or exchange Subscriber Data with Third Party Services. Subscriber’s use of Third Party Services is governed by its agreement with the relevant provider of the applicable Third Party Service, not this Agreement. Subscriber agrees that (i) Signifyd is authorized to disclose Subscriber Data to providers of the Third Party Services as required for the interoperation of the Services with the Third Party Services, provided that (ii) Signifyd is not responsible for any transmission, collection, disclosure, security, modification, use or deletion of Subscriber Data by or through Third-Party Services, and (iii) Signifyd has no obligation to support any integration or interoperability of Third Party Services with the Services and may cease any integrations or interoperability of Third Party Services at any time, in Signifyd’s sole discretion. Subscriber acknowledges that it is solely responsible for evaluating and ensuring the security, reliability and suitability of any Third Party Services it enables or integrates with.
  5. OWNERSHIP
    1. Reservation of Rights. As between the parties, Signifyd, its Affiliates, and its licensors reserve all right, title, and interest (including all Intellectual Property Rights) to the Services and Content, all related and underlying technology and any updates, enhancements, improvements, upgrades, modifications, patches, workarounds, and fixes thereto, all derivative works or modifications to any of the foregoing (including those made in connection with the provision of Services and the exercise of rights granted hereunder), as well as any current or new features and functionality thereto. Notwithstanding the foregoing, as between the parties, (i) the Subscriber shall retain all right, title, and interest to all Subscriber Data subject to the “Subscriber Data” section below, and (ii) Signifyd will retain all right, title, and interest, in and to all improvements, including of machine learning models and algorithms, to the Services, Signifyd’s other products or services arising of or in connection with the Agreement .
    2. Feedback. Subscriber grants to Signifyd and its Affiliates a nonexclusive, worldwide, perpetual, irrevocable, sublicensable, royalty-free and fully-paid up license to use, disclose, reproduce, distribute, make, sell, offer for sale, import, or otherwise exploit any Feedback, provided that Signifyd will not identify Subscriber as the source of such Feedback and further provided that the foregoing is not a license under any of Customer’s patents. Notwithstanding the foregoing, any Feedback is provided by Subscriber “AS-IS” without representation or warranty of any kind.
    3. Usage Data. Signifyd may collect and analyze information relating to Usage Data and may use Usage Data to develop and improve the Services and other Signifyd offerings, including disclosure of such Usage Data to third parties in an aggregated or anonymized format such that no Subscriber Data is disclosed. As between Signifyd and Subscriber, Signifyd retains all rights, title, and interest in and to the Usage Data.
  6. SUBSCRIBER DATA
    1. Subscriber’s Subscriber Data Obligations.
      1. Subscriber hereby grants to Signifyd a non-exclusive, worldwide, perpetual, irrevocable, royalty-free and fully paid up right and license to use, store, host, improve, and otherwise process Subscriber Data as necessary to provide the Services or any derivatives and as otherwise provided under the terms of the Agreement.
      2. Subscriber agrees and acknowledges that Signifyd (a) may use techniques such as machine learning in order to provide, maintain and improve the Services, provided that no Subscriber Data will ever be shared with any other subscriber and (b) that Signifyd may provide Subscriber Data to third party vendors as reasonably necessary order for such vendors to provide services to Signifyd.
      3. Subscriber is solely responsible for obtaining all necessary consents, approvals, and/or waivers with respect to its provision of the Subscriber Data, and will provide or make available such Subscriber Data to Signifyd, and the Services in accordance with the Agreement.
      4. Subscriber represents and warrants that its provisions of Subscriber Data to Signifyd in connection with the Services does not violate any third-party rights or any laws, regulations, or obligations imposed by any third party (which may include but not be limited to for the use of automated decision making). Subscriber acknowledges that it has ownership of any Subscriber Data it provides to Signifyd, or otherwise has legal rights to provide such Subscriber Data. Signifyd’s possession and/or use of the Subscriber Data, as contemplated hereunder, will not violate any contract, statute, regulation, or other third-party rights.
    2. Signifyd’s Subscriber Data Obligations. Signifyd will maintain industry standard administrative, physical, organizational, and technical safeguards designed to protect the security and confidentiality of Subscriber Data, identify unauthorized access and risks, and minimize security risks through assessments and testing. Signifyd shall not materially decrease the protections provided by the controls as described in Documentation.
    3. Data Privacy. Signifyd's Data Processing Addendum (“DPA”) and Privacy Policy describes the use of Subscriber Personal Data. By using the Services, Subscriber consents to the use as detailed in the Privacy Policy and the DPA. The DPA is available at Signifyd.com/legalcenter, and is incorporated into the Agreement by reference.
  7. FEES AND PAYMENT
    1. Fees. Subscriber will pay all fees as specified in any Orders. Fees are non-cancelable and non-refundable. Subscriber is responsible for all applicable taxes (other than those taxes based on Signifyd’s income) or other governmental charges.
    2. Invoicing and Payment. Signifyd will electronically invoice Subscriber and Subscriber must pay as agreed in the Order. Payment obligations are non-cancelable and, except as expressly stated herein, fees paid are non-refundable. Subscriber will remit payments electronically and is responsible for providing complete and accurate billing and contact information to Signifyd and notifying Signifyd of any changes to such information. Payment processing fees charged by third parties such as Subscriber’s bank or credit card provider are the sole responsibility of Subscriber.
    3. Overdue Charges. Failure to pay any undisputed invoices within 5 days after the invoice due date, without limiting Signifyd’s rights or remedies, may (i) accrue a late charge of 1.5% interest of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower and (ii) unpaid fees may be accelerated so that all such obligations become immediately due and payable. If Subscriber disputes an invoice in good faith, the parties will seek to resolve the dispute within a fifteen (15) day discussion period. If the dispute is not resolved within this discussion period, either party may pursue any available remedy. All amounts payable by Subscriber under the Agreement will be made without setoff and without any deduction or withholding.
    4. Taxes. Subscriber is responsible for any sales, use, GST, value-added, withholding or similar taxes or levies that apply to its Orders, whether domestic or foreign (“Taxes”), other than Signifyd’s income tax. Fees and expenses are exclusive of Taxes. Taxes shall be assessed based on the billing address provided by the Subscriber.
  8. TERM, SUSPENSION AND TERMINATION
    1. Term of Agreement. The Agreement commences on the Effective Date of the last date signed below and continues for six (6) months after all Orders have expired or have been terminated.
    2. Term of Subscription. The subscription term will be set forth in the Order.
    3. Suspension of Services: Signifyd reserves the right to suspend Subscriber’s use and access to the Services, and/or may terminate the Agreement as set forth in this clause, upon written notice to Subscriber if any of the following occur: (i) Subscriber fails to make any payment due within the terms of the Agreement and Subscriber is not disputing the applicable payment obligations as set forth in Overdue Charges Section above, (ii) Subscriber’s use of the Service in a manner that causes or is likely to cause significant harm to Signifyd or the Service or otherwise threatens the security, integrity or availability of the Service, or (iii) violation of Subscriber’s Use of Services.
    4. Cure Period. Signifyd will use commercially reasonable efforts under the circumstances to provide Subscriber with notice and an opportunity to remedy such violation or threat prior to any such suspension and will promptly restore Subscriber’s access to the Service in accordance with the Agreement when the issue has been resolved.
    5. Termination for Breach. Either party may terminate the Agreement upon written notice to the other party in the event the other party commits any material breach of the Agreement and fails to cure such breach (or, if the breach is not capable of being cured, discontinued with appropriate changes to ensure that it is not repeated) within thirty (30) days after its receipt of written notice of such breach. Either party may terminate the Agreement immediately in the event of insolvency affecting the other party under which such party: (i) is unable to pay its debts when due; (ii) makes any assignment or composition for the benefit of creditors; (iii) has appointed or suffers the appointment of a receiver or trustee for its business, property or assets; (iv) files or has filed against it any petition under the bankruptcy or insolvency laws of any jurisdiction; (v) is adjudicated bankrupt or insolvent.
    6. Effect of Termination. Upon the earlier of the expiration or termination of the Agreement, the rights and licenses granted to Subscriber hereunder will immediately terminate, Subscriber will cease access and use of the Services and Content. In no event will termination relieve Subscriber of its obligation to pay any fees payable to Signifyd for the period prior to the effective date of termination.
  9. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
    1. Representations. Each party represents that it has validly entered into the Agreement and has the legal power to do so.
    2. Signifyd Warranties and Exclusive Remedies. Signifyd warrants that during an applicable subscription term that (i) the Services will materially conform to the applicable Documentation, (ii) Signifyd will not materially decrease the overall security of the Services, (iii) subject to the Third Party Services section above, Signifyd will not materially decrease the overall functionality of the Services, and (iv) any Professional Services will be provided in a professional and workmanlike manner. Signifyd will use commercially reasonable efforts to correct a verified breach of these warranties reported by Subscriber. If Signifyd fails to correct a verified breach of warranty within 30 days after Subscriber's report, then either party may terminate the Agreement and Order. Signifyd will refund to Subscriber any pre-paid, unused fees of the applicable Services attributable to the defective Service or the non-conforming Professional Services from the date Signifyd received such notice. To receive these remedies, Subscriber must notify Signifyd in reasonable detail within 30 days after discovering the defect in the Services or 30 days after delivery of the relevant Professional Services. The foregoing remedies are Subscriber’s exclusive remedies and Signifyd’s sole liability for breach of this Section 9.2.
    3. Disclaimers. Except as expressly provided herein, Signifyd is providing the services “As-Is” and “As Available” and to the maximum extent permitted by applicable law, makes no warranty of any kind, whether express, implied, statutory or otherwise, and specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement. Except as otherwise explicitly set forth in the agreement, Signifyd makes no warranty that the Service or any Content will meet Subscriber’s requirements or expectations; that any results, data, information, or content obtained or derived through the use of the Service or any of the Content will be timely, accurate, complete, error-free, legal, or safe; or that any errors will be corrected, including errors in: (i) the Service; or (ii) any results, data, information, or content obtained or derived through the use of the Service. Signifyd will not be liable for delays, interruptions, service failures and other problems inherent in the use of the internet, electronic communications systems, or other systems outside its reasonable control.
  10. INDEMNIFICATION
    1. Indemnification by Subscriber. Subscriber shall defend Signifyd, its Affiliates and their respective directors, officers, and employees (collectively, “Signifyd Indemnitees”) against any third-party Claims, and indemnify Signifyd Indemnitees against any related costs, damages, expenses, and liabilities (including reasonable attorneys’ fees) finally awarded against Signifyd Indemnitees as a result of, or for amounts paid by Signifyd Indemnitees under a settlement approved by Subscriber in writing for, a Claim arising out of or related to: (i) Subscriber’s use of the Service and any Content in an unlawful manner or any payment network rule or in violation of the Agreement, any Order, and the Documentation; (ii) Subscriber Data or Subscriber’s provision of any Subscriber Data to the Services that violates any right, law, regulation, or contractual obligation applicable to such Subscriber Data; or (iii) allegations that Subscriber’s combination of a Third-Party Service used with the Services, infringes or misappropriates such third party’s intellectual property rights.
    2. Indemnification by Signifyd. Signifyd shall defend Subscriber, its Affiliates, and their respective directors, officers, and employees (collectively, “Subscriber Indemnitees”) from and against any third-party Claims, and indemnify Subscriber Indemnitees against any related costs, damages, expenses, and liabilities (including reasonable attorneys’ fees) finally awarded against Subscriber Indemnitees as a result of, or for amounts paid by Subscriber Indemnitees under a settlement approved by Signifyd in writing for a Claim arising out of or related to Subscriber’s use of the Service or Content in accordance with the Agreement that infringes any Intellectual Property rights of a third party. Signifyd shall have no liability or obligations to the extent the Claim arises from: (i) Subscriber’s provision of Subscriber Data to Signifyd in violation of applicable law; (ii) the use of the Service or Content in combination with any other software, hardware, content or materials; (ii) modifications to the Services or Content not made or authorized by Signifyd; (iii) Subscribers’s access or use of the Service or Content that is inconsistent with, or contrary to, the terms of the Agreement; or (iv) Subscriber’s breach of the Agreement, any Order, or the Documentation.
    3. Mitigation. If Subscriber’s use of the Services is subject to a third-party infringement Claim, Signifyd shall have the right to, at its sole discretion: (i) offer a replacement Service at no cost to Subscriber, which replacement shall be substantially equivalent to the applicable Service, (ii) procure, at no cost to Subscriber, the right to continue to use the Service, or (iii) if Signifyd determines that neither (i) nor (ii) is commercially practicable, terminate Subscriber’s use of the Service and refund of any fees prepaid by Subscriber covering the remainder of the terminated term.
    4. Indemnification Procedures. Each party’s obligations under this Indemnification Section are conditioned on the party seeking indemnification (the “Indemnitee”) (a) promptly notifying the other party (the “Indemnitor”) in writing of any Claim, (b) cooperating with the Indemnitor at the Indemnitor’s sole cost and expense, and (c) providing the Indemnitor sole control of the defense and investigation of such Claim. The Indemnitee’s failure to perform any obligations under this Section will not relieve the Indemnitor of its obligations under this Indemnity Section except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not enter into any settlement that admits or implies fault of, or imposes any non-indemnified liability on, the Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.
    5. Exclusive Remedy. This Indemnification Section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section.
  11. LIMITATION OF LIABILITY
    1. Applicability. The limitations in this Limitation of Liability Section will apply whether an action is in contract, tort, warranty, negligence or any other theory of liability, provided that such limitations shall not limit Subscriber’s and its Affiliates’ payment obligations under the Fees and Payment Section above.
    2. Disclaimer of Indirect and Related Damages. In no event will a party will be liable for any indirect, incidental, punitive, special, consequential, or exemplary damages, or damages for loss of business, revenue, information, profits, goodwill, use, data, or other intangible losses (even if advised of the possibility of these damages or if a party’s or its Affiliates’ remedy otherwise fails of its essential purpose), arising out of or relating to the Agreement, any Order, or Subscriber’s access to or use of, or Subscriber’s inability to access or use, of the Services or Content. The foregoing disclaimer will not apply to the extent prohibited by law.
    3. Limitation of Liability. In no event will the maximum aggregate liability of either party and its Affiliates arising out of or related to the Agreement exceed, and shall be limited to, recovery of direct damages in an amount paid by Subscriber and its Affiliates hereunder for the Services in the six (6) months preceding the first incident out of which the liability arose. Such party’s total aggregate for amounts payable arising under a party’s obligations under the Indemnification Section shall be uncapped.
  12. CONFIDENTIALITY
    1. Definition of Confidential Information. Confidential Information includes the Agreement and all Orders (including pricing), and either parties business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of the Agreement by the Receiving Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without restriction and without breach of any confidentiality obligation, (iii) is received by the Receiving Party from a third party without restriction and without knowledge of any breach of any confidentiality obligation, or (iv) was independently developed by the Receiving Party without use or reference to the Disclosing Party’s Confidential Information, or (v) Subscriber Personal Data, which shall be subject to the terms of the DPA and applicable law.
    2. Protection of Confidential Information. Each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care). The Receiving Party agrees to (i) not use any Confidential Information of the Disclosing Party for any purpose other than the performance of obligations or exercise of rights provided in the Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and advisors who need that access for purposes consistent with the Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Notwithstanding the foregoing, Signifyd may disclose the terms of the Agreement and any applicable Order to the extent necessary to perform Signifyd’s obligations under the Agreement, and to its advisors to its prospective investors or potential acquirers, under terms of confidentiality materially as protective as set forth herein.
    3. Compelled Disclosure. To the extent legally permitted, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. The Receiving Party will disclose no more than that portion of the Confidential Information that is required. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
    4. Deletion of Confidential Information. After termination or expiration of the Agreement, the Receiving Party will destroy or delete the Disclosing Party’s Confidential Information within 60 days of written request. Notwithstanding the foregoing, the Receiving Party (i) may retain any Confidential Information to comply with any applicable law, rule, regulation, or the Receiving Party’s document retention policies, (ii) is not required to erase or destroy any Confidential Information contained in back up storage made in the ordinary course of business, provided that all retained Confidential Information remains subject to the restrictions of the Agreement and (ii) if the Receiving Party is Signifyd, as otherwise set forth in the Agreement.
  13. PUBLICITY
    1. Signifyd may list Subscriber as a customer and use its logo on its website and in its promotional and marketing materials in accordance with Subscriber's trademark and/or brand guidelines, as provided to Signifyd. Upon written notice, Signifyd will remove Subscriber from its website and any promotional and marketing materials.
  14. GENERAL PROVISIONS
    1. No Fair Credit Reporting Act Characteristics. The parties understand and agree that Signifyd is not a consumer reporting agency as defined by the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq. (“FCRA”), and that the Service does not include “consumer reports” as defined in the FCRA. Subscriber acknowledges and agrees that any information provided to Signifyd in order to use the Service has not been collected by Signifyd for credit purposes and is not intended to be indicative of any consumer’s credit worthiness, credit standing, credit capacity, or other characteristics listed in Section 603(d) of the FCRA. Subscriber also acknowledges and agrees that any information obtained from Signifyd in connection with use of the Services does not constitute a “consumer report” and cannot be used to evaluate any consumer’s credit worthiness, credit standing, credit capacity, or other characteristics listed in Section 603(d) of the FCRA.
    2. Export Compliance. The Services, Content, Signifyd technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Signifyd and Subscriber each represent that it is not on any U.S. government denied-party list. Signifyd will not transfer, either directly or indirectly, the Services, either in whole or in part, to any destination subject to export restrictions under United States law, unless prior written authorization is obtained from Signifyd and the appropriate United States agency and will otherwise comply with all other applicable import and export laws, rules and regulations.
    3. Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with the Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. Each party agrees to comply with all applicable anti-corruption laws and regulations, including the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act. If a party becomes aware of any violation of this Section, it shall promptly notify the other party in writing.
    4. Force Majeure. Other than Subscriber’s obligation to pay any fees owed to Signifyd, any delay in the performance of any duties or obligations of either party will not be considered a breach of the Agreement if such delay is caused by a labor dispute, war, fire, earthquake, typhoon, flood, natural disasters, governmental action, cloud-service provider outages, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.
    5. Entire Agreement and Order of Precedence. The Agreement is the entire agreement between Signifyd and Subscriber regarding Subscriber’s access and use of Services and any Content and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. Subscriber agrees that any purchase order, website, purchasing portal, or other ordering instrument issued by Subscriber (other than Orders) will be for Subscriber’s administrative purposes only and any terms and conditions contained therein will be of no force or effect even if signed or otherwise accepted or acknowledged by Signifyd. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (i) the DPA, (ii) the Agreement, (iii) the applicable Order, (iv) the Privacy Policy, and the (v) Documentation. Titles and headings of sections of the Agreement are for convenience only and will not affect the construction of any provision of the Agreement.
    6. Relationship of the Parties. The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
    7. Third-Party Beneficiaries. There are no third-party beneficiaries under the Agreement.
    8. Amendment and Waiver. No modification or amendment to any provision of the Agreement will be effective unless explicitly set forth in writing signed by each party’s authorized representatives. No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that right or preclude any further exercise thereof or the exercise of any other right, remedy, or power. No waiver under the Agreement will be effective unless made in writing and signed by an authorized representative of the party granting the waiver.
    9. Severability. If any court of competent jurisdiction adjudges any provision of the Agreement to be to be illegal, unenforceable, or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable but will not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
    10. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, Signifyd may assign the Agreement in its entirety (including all Orders), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
    11. Notices. Except as otherwise specified in the Agreement, all notices must be in writing and will be effective upon: (i) receipt if by personal delivery or if by certified or registered U.S. mail (return receipt requested), (ii) one day after dispatch if by a commercial overnight delivery or (iii) upon delivery if by email. Notices to Signifyd will be addressed to the attention of Legal Department, with a copy to Signifyd’s General Counsel, at Signifyd,. Inc., 99 Almaden Blvd, Floor 4, San Jose, CA 95113 or if by email, [email protected]; or as updated by Signifyd via written notice to Subscriber. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications sent electronically will satisfy any legal communication requirements, including that those communications be in writing.
    12. Arbitration. Notwithstanding anything herein to the contrary, any controversy, dispute or claim arising out of or related to the Agreement that cannot be resolved by informal and good-faith negotiations between authorized representatives of the parties shall be settled by final and binding arbitration to be conducted by an arbitration tribunal in Santa Clara County, California pursuant to the rules of the American Arbitration Association. Each party shall bear its own costs and expenses unless otherwise determined by the arbitration tribunal.
    13. Governing Law and Venue. Any controversy or claim arising out of or relating to the Service and Content, or the Agreement or Order, will be brought in the State of California within one year after the claim arose. If a lawsuit or court proceeding is permitted under the Agreement, the Parties irrevocably consent to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California.
    14. Injunctive Relief. The parties acknowledge and agree that any breach or threatened breach of a party’s intellectual property rights or confidentiality obligations hereunder may cause substantial harm for which monetary damages are an insufficient remedy. Upon any such breach or any threat thereof, the non-breaching party will be entitled to seek temporary, preliminary, and permanent injunctive relief against the other party, its officers, or employees, without the requirement of posting a bond or proving actual damages, in addition to whatever remedies it might have at law.
    15. Counterparts. The Agreement may be executed electronically and in counterparts.
    16. Surviving Provisions. Sections Subscriber’s Use of Services; Ownership; Fees and Payments Representations, Warranties, Exclusive Remedies and Disclaimers; Indemnification; Limitation of Liability; Confidentiality; and General Provisions will survive any termination or expiration of the Agreement, and Section Subscriber Data will survive any termination or expiration of the Agreement for so long as Signifyd retains possession of Subscriber Data.
  15. DEFINITION. For purposes of the Agreement, the following terms shall have the following meanings:
    1. “Agreement” means this Subscription Agreement, Service Terms, Order, DPA and any and any ancillary agreements entered into between the parties and amendments to any of the foregoing.
    2. “Affiliate” means any entity that has direct or indirect ownership or Control of Signifyd or Subscriber, respectively. “Control,” for the purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the affiliate.
    3. “Authorized Users” which may mean Subscribers employees, consultants, or contractors.
    4. “Claim” means a claim, demand, lawsuit or other legal proceeding brought against a party to the Agreement.
    5. “Content” means any information (including contact information), data, audio, visual, and audiovisual works, any score, rating, results or recommendations, or any other content made available through the Service, including such content developed and provided in connection with Professional Services, but excluding Subscriber Data .
    6. “Confidential Information” means information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), that is marked as proprietary or confidential or that reasonably should be understood to be confidential given the nature and circumstances of the disclosure.
    7. “Data Processing Addendum” or “DPA” means the Data Processing Addendum (available at Signifyd.com/legalcenter), which may be updated by Signifyd from time to time to comply with applicable Data Protection Laws applicable to Signifyd. No update will materially decrease Signifyd’s obligations under the DPA.
    8. “Documentation” means Signifyd product, descriptions of services, technical usage guides, or other documents generally made available to subscribers (available at Signifyd.com/legalcenter), which may be updated by Signifyd from time to time in its sole discretion.
    9. “Feedback” means suggestions, ideas, enhancement or correction requests, feedback, recommendations, or other information by Subscriber regarding the Services, Content or Signifyd’s other current or future products or services.
    10. “Intellectual Property Rights” means unpatented inventions, patent rights (including, without limitation, patent applications and disclosures), copyrights, trademarks, service marks, trade secrets, moral rights, know-how, derivatives thereof, and any other intellectual property rights recognized in any country or jurisdiction.
    11. “Malicious Code” means viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs.
    12. “Order” or “Order Form” means any Signifyd ordering document specifying the Services for which Subscriber has purchased a subscription as mutually agreed and accepted by the parties.
    13. “Professional Services” means work performed by Signifyd, its Affiliates, or their respective permitted subcontractors under an Order.
    14. “Security Incident” shall have the meaning as set forth in the DPA.
    15. “Services” means the products and services provided by Signifyd and its Affiliates. For the avoidance of doubt, “Services” exclude Content and Third-Party Services.
    16. “Subscriber” means the Subscriber as designated in the Agreement or any Orders or any Authorized, and any of Subscriber’s employees who are authorized by Subscriber to access and use the Service, Documentation and/or Content.
    17. “Third Party Services” means products, services, or applications that interoperate with the Services, but that are not provided, owned, or controlled by Signifyd.
    18. “Subscriber Data” means information and data (which may include Subscriber Personal Data) provided by Subscriber to Signifyd via the Services or in connection with the Services.
    19. “Subscriber Personal Data” has the same meaning as defined in the DPA between the parties.
    20. “Usage Data” means data and information derived from or generated by the use of the Services. For the avoidance of doubt, Signifyd and its Affiliates may use, modify, and display Usage Data, provided, however, that Signifyd will not publicly disclose or distribute Usage Data unless it is aggregated in a manner that does not permit the identification of Subscriber.