Skip to content

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 a separate Order that references this Subscription Agreement. This Subscription Agreement is entered into as of the Order Effective Date (the “Effective Date”). By entering 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 Documentation, along with any ancillary agreements entered 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 adversely changes Subscriber’s rights or 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. This Agreement governs Subscriber’s access to and use of the Services and any 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 provide the Services and Content in accordance with this Agreement and applicable laws related to such Services and Content.
    2. 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.
    3. Service Terms. Subscriber’s subscription to certain Services may be subject to additional terms in the Order (the “Service Terms”).
  3. SUBSCRIBER’S USE OF SERVICES
    1. Access and Use. Subject to Subscriber's compliance with the Agreement,  Signifyd authorizes Subscriber and its Authorized Users to use the Services during the applicable term of the Order. Subscriber agrees that its subscription is 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 compile, modify, enhance, or transfer the Services otherwise disclose any Content or Confidential Information disclosed by Signifyd to any third party. 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 Authorized User activities and will keep passwords and/or keys or other access protocols secure and notify Signifyd promptly of any unauthorized use.
  4. THIRD-PARTY INTEGRATION
    1. The parties acknowledge that any Third-Party Integrations are subject to the terms, availability, and technical requirements of the applicable third-party provider. Signifyd is authorized to disclose Subscriber Data to third-party providers as necessary for such interoperation, but is not responsible for the security, use, or deletion of Subscriber Data once received by a Third-Party Integration. Subscriber is responsible for maintaining the accounts, credentials, and permissions necessary for Signifyd to access any Third-Party Integration on Subscriber's behalf.
    2. Third-Party Integrations are subject to change by the applicable third-party provider. Signifyd will use commercially reasonable efforts to notify Subscriber and restore interoperability where a Third-Party Integration becomes unavailable or materially changes, but cannot guarantee their availability, functionality, or continuity and shall not be liable for any interruption, degradation, API change, or discontinuation thereof.
  5. OWNERSHIP
    1. Reservation of Rights. Subscriber shall retain all right, title, and interest to all Subscriber Data, subject to the “Subscriber Data” section below. Signifyd, its Affiliates, and its licensors own and reserve all right, title, and interest (including all Intellectual Property Rights) to (i) the Services and Content, including any models and algorithms, (ii) Signifyd’s other products or services arising out of or in connection with the Agreement and with respect to (i) and (ii), 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. No other rights are granted except as expressly stated in this Agreement.
    2. Feedback. Subscriber may voluntarily provide suggestions or comments to Signifyd regarding the Services. For the avoidance of doubt, Feedback excludes, and Subscriber should not share, Subscriber Data and is provided “AS-IS” without any warranty. Signifyd may want to incorporate Feedback into its Services as provided by this license. Subscriber grants to Signifyd and its Affiliates a nonexclusive, worldwide, perpetual, irrevocable, sublicensable, royalty-free and fully-paid up license, if any, to use, disclose, reproduce, distribute, or otherwise incorporate 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 Subscriber’s patents.      
    3. Usage Metrics.  Signifyd may collect and analyze aggregated or anonymized Usage Metrics to maintain and improve our Services and other Signifyd offerings, including through third party service providers. For the avoidance of doubt, Usage Metrics does not include, and shall not be derived from, any Subscriber Data. Signifyd will not disclose Subscriber Data or data that identifies our subscribers. Signifyd retains all rights, title, and interest in and to the Usage Metrics.
  6. SUBSCRIBER DATA
    1. Subscriber’s Subscriber Data Obligations.
      1. Subscriber hereby grants to Signifyd a non-exclusive, worldwide, perpetual, sublicensable, irrevocable, royalty-free and fully paid up right and license to use, store, host, and otherwise process Subscriber Data as necessary to provide the Services and any derivatives and as otherwise provided under the terms of the Agreement
      2. Subscriber agrees and acknowledges that Signifyd may use Subscriber’s Data to train Signifyd’s models and use techniques such as predictive modeling, LLMs and similar technologies in order to provide, maintain, and improve the Services and any derivatives. Signifyd may combine Subscriber Data with data from other Signifyd subscribers, but agrees that Subscriber Data will not be shared with any other Signifyd subscribers.
      3. Signifyd may provide Subscriber Data, as necessary, to its trusted third party data enrichment and intelligence service providers for their use as detailed in Signifyd’s Privacy Notice, in order to provide the Services.
      4. 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.
      5. Subscriber represents and warrants that its provision of Subscriber Data to Signifyd in connection with the Services does not violate any third-party rights or any applicable laws, regulations, or obligations imposed by any third party. Subscriber acknowledges that it has ownership of any Subscriber Data it provides to Signifyd, or otherwise has legal rights (which may include but is not be limited to for the use of automated review using predictive modeling, LLMs and similar technologies) to provide such Subscriber Data for Signifyd to provide the Services to Subscriber.
    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 DPA describes each party’s obligations regarding the processing of Subscriber Personal Data and is incorporated into this Agreement by reference. By using the Services, Subscriber agrees to the use as detailed in the DPA and Privacy Notice (available at Signifyd.com/legalcenter).
  7. FEES AND PAYMENT
    1. Fees. Subscriber will pay all fees by the payment terms as specified in an Order. Fees are non-cancelable and non-refundable.
    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 five (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. After this period, either party may pursue any available remedy. All payments must be made without setoff, deduction, or withholding.
    4. Taxes. Fees and expenses are exclusive of 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”), excluding Taxes based on Signifyd’s income tax. Taxes shall be assessed based on the billing address provided by the Subscriber.
  8. TERM, SUSPENSION AND TERMINATION
    1. Term of Agreement. This Subscription Agreement commences on the Effective Date 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 pay any undisputed amount within 15 days of 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 if 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 receiving notice. Additionally, either party may terminate the Agreement immediately upon written notice if the other party: (i) becomes unable to pay its debts when due, files for bankruptcy, has a receiver appointed, or makes an assignment for the benefit of creditors; (ii) ceases to conduct business in the ordinary course, admits in writing its inability to pay debts as they mature, or undergoes a liquidation of its primary assets; or (iii) fails to provide reasonable adequate assurance of future payment within five (5) days of a justified request by the other party , where such request is based on one or more of the following: (a) the other party has failed to pay any undisputed amount due under this Agreement and such failure remains uncured; (b) the other party has publicly disclosed a going concern qualification in its financial statements.
    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. In the event of termination arising from an insolvency event under Termination for Breach section, clauses (i) - (iii), all fees for the remainder of the then-current subscription term shall become immediately due and payable in full without further notice or demand, and Subscriber waives any right to contest such acceleration to the fullest extent permitted by applicable law.
  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) subject to the Third Party Integration section above, Signifyd will not materially decrease the overall security of the Services, (iii) Signifyd will not materially decrease the overall functionality of the Services, (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.
    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 in violation of any payment network rule; or (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.
    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, including without providing proper notice, consent and/or legitimate interest; (ii) the use of the Service or Content in combination with any other software, hardware, content or materials; (iii) modifications to the Services or Content not made or authorized by Signifyd; (iv) Subscriber's access or use of the Service or Content that is inconsistent with, or contrary to, the terms of the Agreement; or (v) Subscriber’s breach of the Agreement.
    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 Indemnitor’s sole liability to, and the Indemnitee’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 (iii) 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 within a reasonable time.
  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. HIPAA. To the extent applicable, the parties understand and agree that Signifyd is not a “business associate” as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, including 45 C.F.R. § 160.103 (“HIPAA”), and that the Services are not intended to create, and do not create, a business associate relationship between Subscriber and Signifyd. Subscriber acknowledges and agrees that it will not provide to Signifyd, and will not use the Services to collect, store, transmit, disclose, or otherwise make available to Signifyd, any “protected health information” or “PHI” as defined under HIPAA, including 45 C.F.R. § 160.103. Subscriber is solely responsible for ensuring that no PHI is submitted to Signifyd through the Services. In the event Subscriber provides PHI to Signifyd in violation of this Agreement, such disclosure will be unauthorized and at Subscriber’s sole risk.
    3. Export and Sanctions Compliance. The Services, Content, and Signifyd technology are subject to U.S. export control and economic sanctions laws and regulations. Each party represents that it is not, and is not owned or controlled by, a person or entity that is (a) the target of any sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or other applicable sanctions authority (a “Sanctioned Person”), or (b) located, organized, or resident in a country or territory that is the target of comprehensive U.S. sanctions (a “Sanctioned Territory”). Subscriber shall not, and shall not permit any third party to, access, use, or transfer the Services in a Sanctioned Territory or in any other manner that would violate U.S. export control and economic sanctions laws. Subscriber is solely responsible for implementing and maintaining controls sufficient to ensure its compliance with all applicable export and sanctions regulations. Subscriber acknowledges that the Services are not designed to ensure Subscriber’s compliance with such laws and regulations.
    4. 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.
    5. Compliance with Law. Each party must comply with all Laws applicable in its performance of obligations or exercise of rights under this Agreement.
    6. 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.
    7. 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.. Titles and headings of sections of the Agreement are for convenience only and will not affect the construction of any provision of the Agreement.
    8. 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.
    9. Third-Party Beneficiaries. There are no third-party beneficiaries under the Agreement.
    10. 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.
    11. Severability. If any court of competent jurisdiction adjudges any provision of the Agreement 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.
    12. 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.
    13. 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., 60 South Market, Ste 1500, 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.
    14. 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.
    15. 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.
    16. 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.
    17. Counterparts. The Agreement may be executed electronically and in counterparts.
    18. 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. “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.
    2. “Authorized Users” which means Subscribers employees, consultants, or contractors.
    3. “Claim” means a claim, demand, lawsuit or other legal proceeding brought against a party to the Agreement.
    4. “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.
    5. “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.
    6. “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.
    7. “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.
    8. “Feedback” means suggestions, ideas, enhancement or correction requests, feedback, recommendations, or other information by Subscriber specifically regarding the Services, Content or Signifyd’s other current or future products or services.
    9. “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.
    10. “Malicious Code” means viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs.
    11. “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.   
    12. “Professional Services” means work performed by Signifyd, its Affiliates, or their respective permitted subcontractors under an Order.
    13. “Security Incident” shall have the meaning as set forth in the DPA.
    14. “Services” means the products and services, provided by Signifyd and its Affiliates. For the avoidance of doubt, “Services” exclude Content and Third-Party Integrations.
    15. “Subscriber” means the Subscriber as designated in the Agreement or any Orders.
    16. “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.
    17. “Subscriber Personal Data” has the same meaning as defined in the DPA between the parties.
    18. “Third-Party Integration” means any connection, integration, or interoperation between the Services and a third-party product, service, or application.
    19. “Usage Metrics” 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 Metrics, provided, however, that Signifyd will not publicly disclose or distribute Usage Metrics unless it is aggregated in a manner that does not permit the identification of Subscriber.