SIGNIFYD TERMS OF SERVICE

Last updated: May 18, 2016

Welcome to our website at www.signifyd.com (the "Site"). These Terms of Service (these "Terms") constitute a binding legal agreement between you (either an individual or an entity) and Signifyd Inc. ("Signifyd," "we," or "us") regarding your use of the Site, including your use of any version of any of our fraud and abuse prevention or screening services provided through our customer portal on the Site (collectively, the "Service").

Please read these Terms carefully. By clicking “I Accept,” registering for an account on the Site or otherwise for the Service, or otherwise using the Site or the Service, you agree to be bound by these Terms and to use the Site and the Service in compliance with these Terms. If you are registering for access to, or otherwise accessing or using, the Site or the Service on behalf of a company or other legal entity, you and such company or entity represent and warrant that (i) you have the right and legal authority to bind such company or entity to these Terms; (ii) such company or entity is fully aware of, understands, and agrees to be bound by these Terms (with the terms “you” and “your” as used herein referring to such company or entity), and (iii) you agree to be bound by these Terms on behalf of such company or entity. If you do not qualify for the Service, or do not agree to these Terms, then you should not and may not register for, access, or use the Site or Service.

These Terms provide that all disputes between you and Signifyd will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims cannot be brought as a class action. Please review Section 20 (“Dispute Resolution and Arbitration”) below for the details regarding your agreement to arbitrate any disputes with Signifyd.

Notwithstanding the foregoing, if you and Signifyd have entered into a separate signed agreement with respect to your use of the Service, in whole or in part (the “Signed Agreement”), then the Signed Agreement, and not these Terms, will govern your access to and use of such Service or portion thereof, as applicable.

  1. Use of the Site and Service.
    1. General. Subject to your ongoing compliance with these Terms (including the timely payment of all applicable fees), we grant you a non-exclusive, revocable, nonsublicenseable, and non-transferable license to access and use the Site, the Service for which you have purchased a subscription pursuant to a mutually executed service order (such service order as executed by you and Signifyd, an “Order”), and the Content solely for your personal, non-commercial, internal business use, subject to the limitations, conditions, and restrictions set forth in these Terms (including in Sections 1.2 and 7 below, as applicable). For the avoidance of doubt and notwithstanding anything to the contrary herein (except as expressly authorized under Section 1.3 below), you may only access and use the features and functionality of the Service for which you have purchased a subscription as described on the applicable Order, subject to all documentation provided by Signifyd and any usage metrics and limitations set forth in the applicable Order and solely during the subscription term set forth in the applicable Order (“Subscription Term”). Each Order will be subject to these Terms and any additional or different terms or conditions set forth in an Order, acknowledgement, or other purchase document relating to your access to or use of the Site, Service, or Content are hereby objected to by Signifyd and will have no effect, unless (i) such purchase document is mutually executed by Signifyd and you and specifically identifies the applicable provision in these Terms as being superseded thereby or (ii) otherwise expressly contemplated or permitted to be included in the Order by these Terms.
    2. Guaranteed Services. Except as expressly set forth in Section 1.3 below, this Section 1.2 applies to you solely if you have purchased a subscription to the Service currently known “Guaranteed Services” pursuant to an Order (the “Guaranteed Services”). Pursuant to your rights, if any, under Sections 1.1 or 1.3 (as applicable), you may access and use the Guaranteed Services in connection with your storefront and/or your account on a third-party platform (collectively, “Subscriber Storefront”) solely to request and receive Fraud Screening Services. “Fraud Screening Services” are the e-commerce fraud screening services that Signifyd may provide in connection with the Guaranteed Services to help you determine whether to accept or decline an e-commerce transaction for physical goods (unless digital or other non-physical goods are otherwise permitted pursuant to the applicable Order) of an end user on the Subscriber Storefront (“End User”), as further described in Section 1.2.1 below. For purposes of these Terms, an “e-commerce transaction” refers solely to orders (i) taken in a “Card-Not-Present” environment and (ii) made with credit card-related payment methods, which consists of credit cards, PayPal, Apple Pay, Android Pay, pre-paid cards, debit cards, and any other methods approved in writing by Signifyd from time to time in its sole discretion. For the avoidance of doubt, an e-commerce transaction as used in these Terms does not include orders (i) taken in a point-of-sale terminal or in-person or (ii) made with non-credit card-related alternative payment methods, including ACH, BitCoin, carrier billing, cash/COD, check, money orders, and wire transfer.
        2.1 Fraud Screening Services. To request Fraud Screening Services from Signifyd, you must provide to Signifyd through the applicable features of the Guaranteed Services details of an e-commerce transaction of an End User as required by the Guaranteed Services, including the End User’s order amount for which you are seeking Fraud Screening Services (the “Order Amount”) and other User/Transaction Information and User Data (each as defined below) (such End User transaction, a “Submitted Transaction”). Each such request for Fraud Screening Services for a Submitted Transaction is subject to Signifyd’s acceptance in its sole discretion. Signifyd may request from you additional information regarding the Submitted Transaction as it deems necessary to provide Fraud Screening Services. If Signifyd accepts your request for Fraud Screening Services for a given Submitted Transaction, Signifyd will use commercially reasonable efforts to provide to you a notice (whether in the form of an icon, marker, or other notification on or through the Site, Service, or Subscriber Storefront or otherwise) indicating whether it advises you to accept or decline such Submitted Transaction (such notice, an “Advisory Notice” and the date on which an Advisory Notice is provided by Signifyd, the “Advisory Notice Date”). Unless otherwise set forth in the applicable Order, you will be required to pay fees for Fraud Screening Services if Signifyd provides an Advisory Notice to you recommending that you accept the Submitted Transaction. Notwithstanding the foregoing, you may cancel your submission of a Submitted Transaction within 7 days from the applicable Advisory Notice Date for a full refund of any fees paid you have paid therefor. If Signifyd provides you an Advisory Notice advising you to decline a Submitted Transaction and you reasonably believe that it is not a fraudulent transaction, then you can provide Signifyd additional information regarding such Submitted Transaction and re-submit such Submitted Transaction for Fraud Screening Services within 7 days of the original submission. Any other re-submission of a Submitted Transaction that Signifyd has advised you to decline will be subject to Signifyd’s acceptance in its sole discretion. 2.2 Eligible Chargeback. If you receive notice from a financial institution of an Eligible Chargeback with respect to a Submitted Transaction for which (i) Signifyd provided an Advisory Notice advising you to accept the Submitted Transaction and (ii) you have timely paid or are required to pay fees that are not yet due for the corresponding Fraud Screening Services, then you may notify Signifyd by providing the necessary details regarding such Eligible Chargeback through the applicable feature on the Service within 7 days from the date the applicable Eligible Chargeback was issued or incurred, whichever is earlier (such notification of a Eligible Chargeback that you provide to Signifyd, a “Chargeback Notice”). An “Eligible Chargeback” is a chargeback which has been provided by the applicable financial institution indicating a fraudulent transaction or “no cardholder authorization” with one of the eligible chargeback reason codes stated in the Policy available at www.signifyd.com/chargeback-coverage (“Chargeback Reason Code Policy”), as may be amended from time to time by Signifyd, with any such amendment being applicable only to Submitted Transactions for which Fraud Screening Services were provided after the amendment. The parties acknowledge that different merchant banks and other payment processing counterparts may have corresponding reason codes that differ from the eligible chargeback reason codes in the Chargeback Reason Code Policy but may nonetheless be included as an Eligible Chargeback as determined by Signifyd. Chargebacks provided with any other reason codes, including those listed as ineligible chargeback reason codes in the Chargeback Reason Code Policy, are not Eligible Chargebacks. For the avoidance of doubt, chargebacks received as the result of a processing error and/or merchant/buyer disputes are not Eligible Chargebacks. Following timely receipt of a Chargeback Notice and subject to the terms and conditions of these Terms (including your ongoing compliance therewith), if Signifyd determines in its reasonable discretion that you have received a valid Eligible Chargeback despite the affirmative Advisory Notice from Signifyd, then Signifyd will pay you an amount not to exceed the Order Amount plus any associated standard chargeback transaction/processing fees charged by the applicable financial institution (“Chargeback Payment”). Notwithstanding anything to the contrary herein and without limiting any other terms and conditions set forth herein, Signifyd will have no obligation to pay a Chargeback Payment if any of the following conditions have not been met as reasonably determined by Signifyd: (i) the information about the applicable Submitted Transaction that you provided to Signifyd as required under Section 1.2.1 was accurate and complete as of the applicable Advisory Notice Date as reasonably determined by Signifyd; (ii) the Eligible Chargeback was issued or incurred (whichever is earlier) after the applicable Advisory Notice Date; (iii) you have taken all steps as required and/or reasonably requested by the applicable financial institution with respect to the applicable Submitted Transaction (including by timely, accurately, and fully responding to all inquiries for additional information made by such financial institution (whether made before or after the issuance of the Eligible Chargeback)); (iv) Signifyd’s designated claims team is reasonably able to correlate the Chargeback Notice, based on the information therein, with the applicable Submitted Transaction and (v) unless otherwise set forth in the applicable Order, you have provided Signifyd the (a) necessary information regarding the chargeback and (b) authorization to communicate with the applicable merchant, End User, and/or payment processor and otherwise access the applicable merchant portals and other third-party platforms on your behalf, in each case (a) and (b) as reasonably requested by Signifyd to verify or validate the chargeback as an Eligible Chargeback. For the avoidance of doubt, no Chargeback Payment will be payable by Signifyd if you have not demonstrated that you have sent or delivered the item purchased by the End User in the Submitted Transaction as required in the original order of the End User, including to the delivery location and using the delivery method as set forth therein, as applicable. The parties hereby acknowledge and agree that your receipt of an Eligible Chargeback does not qualify as a breach of this Terms by Signifyd and the Chargeback Payment as set forth in this Section 1.2.2 is Signifyd’s sole obligation and liability with respect to an Eligible Chargeback received by you.
    3. Trials of the Service. Signifyd may offer a “beta” or free trial versions or features of the Service (“Trials”). Signifyd will determine, at its sole discretion, the availability, duration (the “Trial Period”) and features of each Trial. THE TRIALS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, IN NO EVENT WILL SIGNIFYD BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OR LIABILITY RELATED TO, ARISING OUT OF, OR CAUSED BY THE TRIALS OR ANY MODIFICATION, SUSPENSION, OR TERMINATION THEREOF. Without limiting the foregoing and for the avoidance of doubt, if Signifyd makes any Trial of the Guaranteed Services available to you, Signifyd will have no obligations (including any obligations to pay any Chargeback Payments) or liability with respect to any chargebacks you may receive in connection with any such Trial of the Guaranteed Services. If Signifyd permits you to use any Trial, you agree to provide feedback and respond to Signifyd’s questions or other inquiries regarding your use of the Trial, as applicable. Signifyd, at its sole discretion, shall determine whether or not to continue to offer any Trial. Upon completion of a Trial Period, you will lose access to the applicable Trial and any related Content unless you have purchased a subscription to the applicable Service pursuant to an Order. Unless otherwise set forth in an Order, any production candidate or non-production version of the Service will be considered a Trial. Except as provided in this Section 1.3, these Terms govern your use of the Trials, as part of the Service.
  2. Account Registration. You must register for and maintain an account with us to use the Service. When registering, you must provide accurate and complete information about yourself (i.e., if you are registering on behalf of an entity, that entity) and promptly update this information (including, any credit card or other payment information you submit to us or our third-party payment processors). You represent and warrant that all such registration information you submit is truthful and accurate, and you will maintain the accuracy of such information. If you provide any information that is inaccurate or incomplete, or we have reason to believe that the information is inaccurate or incomplete, we may suspend or terminate your account and your use of the Service. Only you are authorized to use your account to use the Service and conduct other activities with us. You are responsible for all activities that occur through your account. To protect your account and corresponding sub-accounts from unauthorized use, keep all user identification and passwords secure and do not provide this information to anyone else. Please notify us immediately of any unauthorized use of your account or any other breach of security regarding the Service.
  3. Additional Policies. When using certain features of the Site or the Service or the Content, you also will be subject to all guidelines, terms, and agreements applicable to such features or Content that may be made available on or in connection with the Site or the Service ("Policies"). All such Policies are incorporated by reference into these Terms. If these Terms are inconsistent with any Policy, the terms in the Policy will control to the extent of the inconsistency.
  4. Fees. Signifyd charges fees as set forth in the applicable Order. Except as otherwise set forth in the applicable Order, we will invoice you monthly, and you must pay within 7 days of the date of the invoice. If we do not receive payment of an invoice within 7 days (or the time period set forth in the applicable Order, as applicable), we may suspend or terminate your access to the Services or the applicable Order. All payments must be in U.S. dollars, and you are responsible for all applicable taxes (other than those taxes based on Signifyd’s income) or other governmental charges. Except as otherwise set forth in the applicable Order, Signifyd may modify its fees, and any such modification will apply beginning in the month following publication or other notice of the change.
  5. Term and Termination.
    1. Term. These Terms will commence on the earlier of the date on which you accept these Terms, register for the Service or an account, or otherwise access or use the Site, Service, or Content, and will continue until the last to expire of the Orders, unless earlier terminated in accordance with these Terms (the “Term”).
    2. Subscription Term. Except as otherwise set forth in the applicable Order, each Subscription Term will automatically renew for successive periods of the same length unless either party provides the other party at least 30 days’ notice of its intent not to renew prior to the end of the then-current term.
    3. Termination. Either party may terminate these Terms or an Order by written notice if the other party materially breach these Terms or the Order, as applicable, and fails to cure such breach within 30 days of written notice thereof. Signifyd may terminate these Terms or any Order(s) immediately in the event of insolvency affecting you under which you: (i) are unable to pay its debts when due; (ii) make any assignment or composition for the benefit of creditors; (iii) have appointed or suffers the appointment of a receiver or trustee for its business, property or assets; (iv) file or have filed against it any petition under the bankruptcy or insolvency laws of any jurisdiction; (v) are adjudicated bankrupt or insolvent; or (vi) suffer any other event analogous to the events described in subsections (i)-(v) in any jurisdiction. Signifyd may terminate these Terms or any Order (unless otherwise set forth in such Order) and refuse any and all current or future use of the Site, Service and Content, as applicable, by you, for any reason at any time without any liability to you upon 30 days’ prior written notice to you. You may terminate these Terms, your account, or any Order at any time by contacting customer service at support@signifyd.com, however, any termination thereof will not relieve you of any current or future obligation to pay any fees or other costs owed by you to Signifyd under these Terms or any Order.
    4. Suspension. If you or your use of the Service negatively affects, or is reasonably expected to negatively affect, any part of the Service or the rights or interests of Signifyd or any third party, including in the event of breach of your payment obligations, or may result in a violation of applicable law, legal obligation, or legal rights of another, then, in addition to the termination rights set forth in Section 5.3 and any other remedies available to Signifyd, Signifyd reserves the right to suspend the Service or change the level of the Service, including without limitation the features or functionality thereof, provided to you, with or without notice and without liability to you.
    5. Effect of Termination. Upon the expiration or termination of these Terms for any reason, all Orders will automatically terminate and you will immediately (i) cease use of the Site, Service, and Content and (ii) pay Signifyd all fees and other costs owed under these Terms and all Orders. Upon the expiration or termination of an Order for any reason, you will immediately cease use of the applicable Service and Content and pay Signifyd all fees and other costs owed under such Order and all rights granted to you with respect to such Service will immediately terminate. The provisions of Fees and Payment, Restrictions, Ownership, Confidentiality, and User Data and Privacy, Feedback, Warranty Disclaimers, Limitation of Liability, Indemnity, and Legal Notices will survive any termination, except that none of the license rights granted by Signifyd to you under these Terms survive termination.
  6. Access to the Service; Modifications to the Service. We do not provide you with the equipment to access the Site or the Service. You are responsible for all fees charged by third parties to access the Site and the Service (e.g., charges by Internet service providers). You acknowledge and agree that we will have no obligation to provide you with any support or maintenance in connection with the Site or Service except as otherwise set forth in the applicable Order. We reserve the right to modify or discontinue, temporarily or permanently, all or a part of the Site and the Service (including, without limitation, access to any Content, in whole or in part, and including but not limited to any prior cases of submitted transactions on the Service and any Content displayed to you in connection with such cases) without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service (including, without limitation, access to any Content, in whole or in part), except that to the extent you pay subscription fees to access or use the Service, you are only entitled to a prorated refund representing the unused (as of the date of termination) portion of any subscription fees that you have paid in advance if we permanently discontinue the Service in its entirety.
  7. Restrictions. You must comply with all applicable laws when using the Site, the Service, and any Content. Further, except as may be permitted expressly by applicable law or authorized by us in writing, you will not, and will not permit anyone else to: (a) record, pre-fetch, store, copy, cache, modify, distribute, publicly display, resell, distribute, publish, or otherwise provide access to any of the information (including, without limitation, contact information), data, audio, visual, and audiovisual works, plug-ins, APIs, or other content or materials made available through the Site or the Service ("Content") or compile or collect any Content as part of a database or other work, or use it to update any existing database or other work; (b) rent, lease, offer, sell, or sublicense the Site, the Service, or any Content, in whole or in part, or any access thereto, to another person or use the Site or the Service to provide any service, information, or Content to a third party; (c) use the Site, the Service, or the Content for any purpose except for your own internal business use as expressly authorized in Section 1, or otherwise commercially exploit the Site, the Service, or the Content (provided, however, that this will not limit you from using the Service or the Content for the internal fraud prevention and abuse prevention purposes of a commercial or nonprofit entity); (d) use the Service or any Content for commercial purposes that compete with the Service; (e) attempt to recreate any of the Content available on or through the Site or the Service; (f) circumvent or disable any digital rights management, usage rules, or other security features of the Site, the Service, or any Content; (g) attempt or encourage others to attempt to reverse engineer, disassemble, or decompile the Site, the Service, or any components thereof, except as may be permitted expressly by applicable law; (h) use the Site or the Service in a manner that threatens the integrity, performance, or availability of the Site, the Service, or any third-party software, systems, networks, or services; (i) reverse engineer, decompile, disassemble, or in any way attempt to derive the source code for the Site, the Service, or any portion thereof; (j) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Service or Content; (k) use the Service or any Content in any manner as a factor in establishing an individual's creditworthiness or to determine any consumer's eligibility for credit, insurance, or employment; (l) use the Service or any Content for any marketing or promotional purposes (including, without limitation, to contact any persons or entities using any Content); or (l) publicly disseminate information or analysis regarding the performance of the Service.
  8. Ownership. The Site, the Service, and all Content are protected by applicable intellectual property laws, including United States copyright law and international treaties. We and our suppliers and licensors own all right, title, and interest, including all intellectual property rights, in and to the Site and the Service, including all Content on and available through the Site and the Service, and any and all underlying software and technology used to provide and make available the Site and the Service. Except for those rights expressly granted in these Terms, no other rights are granted, either express or implied, to you. All trademarks, logos and service marks ("Trademarks") displayed on the Site are our property or the property of other third parties. You are not permitted to use these Trademarks without our prior written consent or the consent of such third party which may own the Trademarks.
  9. User Data and Privacy. Our Privacy Policy, available at www.signifyd.com/privacy, is hereby incorporated into these Terms. For each transaction of an individual for which you wish to conduct a case seeking fraud or abuse screening or prevention services, you will supply or make available to us, and/or you hereby authorize us to receive or collect from the Subscriber Storefront or other applicable third-party platform on your behalf, information regarding that individual (including, for example, email address, first name, last name, birth date, age, email address, company, job title, photo, website URLs, social network user IDs, instant messenger handles, and IP address) (collectively, "User Data"). You further acknowledge and agree that Signifyd may receive from the Service, Subscriber Storefront, or other third-party platform several categories of User Data regarding each such individual or such individual’s actual or attempted transactions on the applicable platform (such User Data, “User/Transaction Information"). You acknowledge that our provision of the Service is conditioned upon our receipt of correct and accurate User Data. You are solely responsible for the User Data. You hereby represent and warrant that the User Data, and providing us the User Data for us to use and disclose to third parties in accordance with these Terms and our Privacy Policy does not violate any third-party rights, including any privacy rights of any person or entity or any laws, regulations, or obligations imposed by any third party. Without limiting the foregoing, you hereby represent and warrant that you have obtained or will obtain and maintain all necessary consents, approvals, and waivers to permit you and each third-party platform to provide us with or otherwise authorize our access to User Data pertaining to such individuals and to use and disclose to third parties User Data pertaining to such individuals as contemplated by these Terms and our Privacy Policy. We have no obligation to back up any User Data and User Data may be deleted at any time. You are solely responsible for creating backup copies of User Data if you desire. You hereby grant, and you represent and warrant that you have the right to grant, to us an irrevocable, perpetual, nonexclusive, royalty-free and fully paid, worldwide license to "Process" (meaning to perform any activity, including to use, reproduce, modify, adapt, publish, distribute, translate, publicly display and perform, prepare derivative works of, incorporate into other works, disclose, and otherwise use, in whole or in part, and to incorporate into other works in any format or medium now known or later developed) User Data, and to grant sublicenses of the foregoing. We will not, however, Process User Data for purposes of cookie tracking, ad exchanges, data brokerages, ad networks, or sending electronic communications (including email) in violation of applicable law. You must not provide us with any User Data that (a) violates, or that causes us or our affiliates, subsidiaries, or partners to violate, any applicable law, regulation, or order of any governmental authority in any jurisdiction; (b) contains or embodies any trade secrets or information for which you have any obligation of confidentiality; (c) infringes or violates, or that may infringe or violate, any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party, or that you otherwise do not have the right to make available; (d) pertains to any person under 13 years of age; or (e) in our sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying the Service, or which may expose us or our suppliers, licensors, or users to harm or liability of any nature. You must not use the Service to obtain any Content regarding any person or entity in violation of any prohibition on you obtaining such Content under any applicable law or regulation.
  10. Feedback. If you provide us with identification of any potential errors in, or improvements to, the Site, the Service, or any Content (including, without limitation, providing any feedback with respect to any person's investigatory profile on the Service or any Signifyd Score relating thereto) ("Feedback"), you hereby grant us the unrestricted right to use your Feedback, including the right to use your Feedback to improve the Site and the Service and create other products and services. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any Feedback that you consider to be confidential or proprietary.
  11. Links and Third Party Content. The Site and the Service may contain links to Web pages and content of third parties that are not hosted by us ("Third-Party Content") as a service to those interested in this information. We do not monitor, endorse, or adopt, or have any control over, any Third-Party Content. We undertake no responsibility to update or review any Third Party Content and can make no guarantee as to its accuracy or completeness. Additionally, if you follow a link or otherwise navigate away from the Site or the Service, please be aware that these Terms will no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third-Party Content provider to which you navigate from the Site or the Service. You access and use Third-Party Content at your own risk. The Site and the Service may contain advertisements and promotions from third parties. Your business dealings or correspondence with, or participation in promotions of, advertisers other than us, and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party.
  12. Warranty Disclaimers. YOUR USE OF THE SITE AND THE SERVICE, INCLUDING, WITHOUT LIMITATION, YOUR USE OF ANY CONTENT, IS AT YOUR SOLE RISK. THE SITE, THE SERVICE, AND ALL CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.SIGNIFYD AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATING TO THE SITE, THE SERVICE, AND THE CONTENT, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. SIGNIFYD AND ITS SUPPLIERS AND LICENSORS DO NOT WARRANT UNINTERRUPTED USE OR OPERATION OF THE SITE OR THE SERVICE OR YOUR ACCESS TO ANY CONTENT. SIGNIFYD AND ITS SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT THE SITE, THE SERVICE, OR ANY CONTENT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, THAT ANY RESULTS, DATA, INFORMATION, OR CONTENT OBTAINED OR DERIVED THROUGH THE USE OF THE SITE OR THE SERVICE OR ANY OF THE CONTENT WILL BE TIMELY, ACCURATE, COMPLETE, ERROR-FREE, LEGAL, SAFE, OR FREE FROM VIRUSES OR OTHER HARMFUL CONTENT, OR THAT ANY ERRORS IN THE SITE, THE SERVICE, OR ANY ERRORS IN ANY RESULTS, DATA, INFORMATION, OR CONTENT OBTAINED OR DERIVED THROUGH THE USE OF THE SITE OR THE SERVICE OR ANY OF THE CONTENT WILL BE CORRECTED. WE AND OUR SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE, THE SERVICE, OR ANY CONTENT WILL CREATE ANY WARRANTY REGARDING THE SITE, THE SERVICE, OR ANY CONTENT THAT IS NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, THE SERVICE, OR ANY CONTENT, THE DURATION AND SCOPE OF SUCH WARRANTY WILL BE THE MINIMUM POSSIBLE UNDER SUCH APPLICABLE LAW.
  13. Limitations of Liability. NEITHER SIGNIFYD NOR ITS SUPPLIERS OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS INFORMATION, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SIGNIFYD OR ANY SUPPLIER OR LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), ARISING OUT OF OR RELATING TO THESE TERMS, ANY ORDER, OR YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE, THE SERVICE, OR ANY CONTENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE MAXIMUM TOTAL LIABILITY OF SIGNIFYD TO YOU FOR ALL CLAIMS OR DAMAGES ARISING UNDER OR RELATING TO THESE TERMS OR THE ORDERS, OR OTHERWISE RELATING TO THE SITE, THE SERVICE, OR ANY CONTENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES, IF ANY, PAID BY YOU FOR YOUR ACCESS TO AND USE OF THE SITE OR THE SERVICE IN THE SIX MONTHS PRECEDING THE APPLICABLE CLAIM. IF A COURT FINDS THE MAXIMUM TOTAL LIABILITY UNDER THE PREVIOUS SENTENCE UNENFORCEABLE, THE MAXIMUM TOTAL LIABILITY OF SIGNIFYD TO YOU FOR ALL CLAIMS OR DAMAGES ARISING UNDER OR RELATING TO THESE TERMS OR THE ORDERS, OR OTHERWISE RELATING TO THE SITE, THE SERVICE, OR ANY CONTENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED $50. YOU FURTHER AGREE THAT OUR SUPPLIERS AND LICENSORS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS, THE SITE, THE SERVICE, OR ANY CONTENT. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  14. Indemnity. You will defend, indemnify and hold harmless Signifyd, its subsidiaries and affiliates, and their respective directors, officers, agents, employees, licensors, and suppliers from and against any third-party claims or demands, and any related costs, damages, expenses, and liabilities (including reasonable attorneys' fees), arising out of or related to your use of the Site, the Service, and any Content, any User Data you provide, your violation of any provision of these Terms, or your violation of any law, regulation, or rights of a third party. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
  15. Government Users. The Site, the Service, and all Content are "commercial items" as defined in 48 C.F.R. 2.101. Consistent with 48 C.F.R. 12.211 and 48 C.F.R. 12.212, such commercial items are provided to any U.S. Government users only as commercial Items and with only those rights and licenses set forth in this Agreement and subject to the restrictions set forth in this Agreement. All U.S. Government users use the Service with only those rights set forth in this Agreement. In accordance with the tailoring provisions of FAR 12.302, this Agreement amends certain provisions of FAR 52.212-4 as set forth herein, to the extent such provisions may be so tailored or amended in accordance with applicable law and government regulation. To the extent the foregoing tailoring or amendment is so permitted, the provisions of this Agreement will take precedence over any otherwise applicable and conflicting or inconsistent provisions of the documentation between the parties and any provisions of the FAR that may be referenced therein.
  16. Marketing and Publicity. If you register for an account to use the Service, you (a) agree that we may disclose that you are a customer of ours, and may include your name and logo in any lists of customers on the Site and in other marketing collateral and press releases; and (b) agree, if requested by us, to the issuance of a joint press release on a mutually agreed-upon date (which agreement will not be withheld unreasonably). Each party will have the right to approve the press release in advance, but such approval will not be unreasonably delayed or withheld. Further, if you register for an account to use the Service, you agree to be the subject of a customer testimonial or case study written by us, which will discuss your use of the Service and may be published by us and used in sales, marketing, and press activities. You must approve each such testimonial or case study in advance, provided that approval will not be unreasonably delayed or withheld.
  17. Changes to these Terms. We may make changes to these Terms from time to time. If we make any material changes, we may notify you by sending you an email to the last email address you provided to us (if any) and/or by prominently posting notice of the changes on the Site or the Service. Any changes to these Terms will be effective upon the earlier of thirty calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty calendar days following our posting of notice of the changes on the Site or the Service. These changes will be effective immediately for new users of our Site and our Service. Users of our Service are responsible for providing us with their most current email address. In the event that the last email address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of the Site or the Service following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
  18. Consent to Electronic Communications. By using the Site or the Service, you consent to receiving electronic communications from us. These communications may include notices about your account and information concerning or related to the Site and the Service. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
  19. Miscellaneous. Our failure to act in a particular circumstance does not waive our ability to act with respect to that circumstance or similar circumstances. Any provision of these Terms that is found to be invalid, unlawful, or unenforceable will be severed from these Terms, and the remaining provisions of these Terms will continue to be in full force and effect. The section headings and titles in these Terms are for convenience only and have no legal or contractual effect and the terms “including,” “including but not limited to,” and “including without limitation” as used in these Terms mean by way of example and not of limitation. You will not transfer or assign these Terms, directly or indirectly, to another person without our prior written consent. Nothing express or implied in these Terms is intended to confer upon any entity other than the parties and their respective successors and assigns any rights, remedies, obligations, or liabilities whatsoever. We will not be liable for any delay or non-performance of our obligations under these Terms due to any cause beyond our control. These Terms are governed by the laws of the State of California, excluding conflicts of laws principles. Any controversy or claim arising out of or relating to the Site, the Service, or these Terms must be commenced by you in the State of California within one year after the claim arose. If a lawsuit or court proceeding is permitted under these Terms, you consent to the exclusive personal and subject matter jurisdiction of the state and federal courts located in Santa Clara County, California, and unconditionally waive to the extent permitted by applicable law: (a) any objection that you might now or hereafter have to the venue of any such court in any action so instituted under these Terms and (b) any claim that any action or proceeding so brought in any such court has been brought in an inconvenient forum. These Terms, together with all Policies, Orders, and any exhibits, schedules, and other documents incorporated by reference into these Terms and/or the Orders (i) constitute the entire agreement between you and Signifyd concerning the Site, the Service, and any Content and (ii) supersede all prior agreements or communications between you and Signifyd regarding the subject matter of these Terms, unless you and Signifyd have entered into a Signed Agreement, in which case the Signed Agreement, and not these Terms, will govern your access to and use of the applicable Service or portion thereof.
  20. Dispute Resolution and Arbitration.
    1. Generally. In the interest of resolving disputes between you and Signifyd in the most expedient and cost effective manner, you and Signifyd agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SIGNIFYD ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
    2. Exceptions. Despite the provisions of the paragraph directly above, we both agree that nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either of us to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
    3. Arbitrator. Any arbitration between you and Signifyd will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Signifyd.
    4. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or if we do not have a physical address on file for you, by electronic mail (“Notice”). Signifyd’ address for Notice is: Signifyd Inc., 2590 North First Street, Suite 300, San Jose, CA 95131. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Signifyd may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Signifyd must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If our dispute is finally resolved through arbitration in your favor, Signifyd will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Signifyd in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.
    5. Fees. If you commence arbitration in accordance with these Terms, Signifyd will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Francisco County, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Signifyd for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits. No Class Actions. YOU AND SIGNIFYD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Signifyd agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
    6. Modifications. If Signifyd makes any future change to this arbitration provision (other than a change to Signifyd’s address for Notice), you may reject the change by sending us written notice within 30 days of the change to Signifyd’s address for Notice, in which case your account with Signifyd will be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject will survive.
    7. Enforceability. If Section 20.6 is found to be unenforceable or if the entirety of this Section 20 is found to be unenforceable, then the entirety of this Section 20 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 19 will govern any action arising out of or related to these Terms.
  21. Contact Information; Disclosures. The services hereunder are offered by Signifyd Inc., located at 2590 North First Street, Suite 300, San Jose, CA 95131. If you have any questions or concerns about these Terms, the Site, or the Service, please send us a thorough description by email to support@signifyd.com. If you are a California resident, you may have these Terms mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for these Terms.

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Signifyd’s Reimbursement Policy

What’s Covered

We cover chargebacks connected with fraud or unauthorized charges, often due to:

  • Stolen account information (account takeover)

  • Stolen financial information

What’s Not Covered

We do not cover chargebacks due to errors made by the merchant, card processor, or shipper, like:

  • Item not received, not as described, or defective/broken

  • Refund not processed

  • Duplicate charges

As long as the chargeback meets the above criteria, we'll cover it and reimburse the full chargeback amount, plus any associated fees.

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