SIGNIFYD TERMS OF SERVICE
Effective: October 16, 2020 to December 12, 2022
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, “you” or “Subscriber”) 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.
- “Affirmative Advisory Notice” shall have the meaning ascribed to it in Section 2.2.
- “Chargeback Reason Code Policy” means the policy available at community.signifyd.com/support/s/article/gfp-chargeback-coverage that sets forth eligible chargeback reason codes, as may be modified 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 date of the modification.
- “Content” means any information (including contact information), data, audio, visual, and audiovisual works, any score or rating regarding an individual or an actual or prospective ecommerce transaction, any results or recommendations (including Affirmative Advisory Notices), or any other content made available through the Service including such content developed and provided in connection with Professional Services, but excluding User Data (defined below).
- “Ecommerce transaction” means orders (i) taken in a “card-not-present” environment and (ii) made with credit card-related payment methods, which consist of credit cards, PayPal, Samsung Pay, Apple Pay, Google Pay, Android Pay, Amazon Pay, pre-paid cards, debit cards, and any other methods approved in writing by Signifyd. For the avoidance of doubt, an ecommerce transaction 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, unless otherwise indicated in an agreement with Signifyd.
- “Eligible Chargeback” means a chargeback provided by a financial institution indicating a fraudulent transaction or “no cardholder authorization” and having one of the eligible chargeback reason codes stated in the Chargeback Reason Code Policy. For clarity, Signifyd may elect to recognize additional reason codes as Eligible Chargebacks on a case-by-case basis, in its sole discretion; 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.
- “End User” means an end user on the Subscriber Storefront.
- “Fraud Screening Services” means the ecommerce fraud screening services provided through the Service to help you determine whether to accept or decline an ecommerce transaction for physical goods (unless digital or other non-physical goods are otherwise permitted pursuant to the applicable Order) of an End User, as further described in Section 2.2.
- “Order” shall have the meaning ascribed to it in Section 2.1.
- “Order Amount” shall have the meaning ascribed to it in Section 2.2.
- “Process” shall have the meaning ascribed to it in Section 9.
- “Professional Services” shall have the meaning ascribed to it in Section 2.4.
- “Service” means Signifyd’s cloud-based service currently known as “Guaranteed Payments,” made available by Signifyd through the Site, including any plug-ins or APIs provided by Signifyd for use with the Subscriber Storefront and all related documentation provided by Signifyd.
- “SOW” shall have the meaning ascribed to it in Section 2.4.
- “Submitted Transaction” shall have the meaning ascribed to it in Section 2.2.
- “Subscriber Storefront” means, collectively, your ecommerce storefront(s) and your account(s) on any third-party ecommerce platform approved by Signifyd.
- “Subscription Term” shall have the meaning ascribed to it in Section 6.2.
- “User Data” shall have the meaning ascribed to it inSection 9.2.
- Use of the Service
- General. Subject to your ongoing compliance with these Terms (including the timely payment of all applicable fees), we grant you a non-exclusive, revocable, non-sublicensable, non-assignable and non-transferable right, during the applicable Subscription Term, to access and use the Service for which you have purchased a subscription through our website or pursuant to a mutually executed order form (each an “Order”) and the Content solely to request and receive Fraud Screening Services for your internal business purposes. For the avoidance of doubt, your right to use the Service is subject to any usage metrics and limitations set forth in the applicable Order.
- Fraud Screening Services. To request Fraud Screening Services from us, you must provide to us through the applicable features of the Service the requested details of an ecommerce transaction of an End User (a “Submitted Transaction”), including the End User’s order amount for which you are seeking Fraud Screening Services (the “Order Amount”) and other User Data. Each such request for Fraud Screening Services for a Submitted Transaction is subject to our acceptance in our sole discretion. If we accept your request for Fraud Screening Services for a given Submitted Transaction, we will provide you a notice (whether in the form of an icon, marker, or other notification on the Service or Subscriber Storefront, or otherwise) indicating whether it advises you to accept or decline such Submitted Transaction (an “Advisory Notice,” and the date on which an Advisory Notice is provided by us (the “Advisory Notice Date”). You will be required to pay fees for Fraud Screening Services if we provide an Advisory Notice to you recommending that you accept the Submitted Transaction (an “Affirmative Advisory Notice”) unless you: (a) provide to Signifyd documentation indicating that you have provided a full refund to the applicable End User in connection with the corresponding Submitted Transaction; and (b) cancel the submission of a Submitted Transaction through the applicable feature on the Service (“Cancellation Feature”) within a number of days following the applicable Advisory Notice Date equal to the lesser of (i) 30 days or (ii) the number of days allowed for returns in your return policy for the Subscriber Storefront (“Cancellation Notice”). Our acceptance of a Cancellation Notice is subject to our reasonable discretion, and will be subject to all guidelines, terms, and agreements applicable to the Cancellation Feature as described at the Guarantee Cancellation Policy available at www.signifyd.com/resources/faq/signifyd-console/cancel-guarantee. In the event you cancel the submission of a Submitted Transaction pursuant to the terms of our Guarantee Cancellation Policy available at www.signifyd.com/resources/faq/signifyd-console/cancel-guarantee (each, a “Transaction Cancellation”), we will charge you a $0.30 fee for each such Transaction Cancellation. If we provide 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 us additional information regarding such Submitted Transaction and re-submit such Submitted Transaction for Fraud Screening Services within 7 days of the original submission.
- Eligible Chargeback.
- Notices and Credits. If you receive notice from a financial institution of an Eligible Chargeback with respect to a Submitted Transaction for which we provided an Affirmative Advisory Notice, in order to be eligible for a credit (i) no fees owed by you under these Terms may be overdue, (ii) such Eligible Chargebacks must be submitted in accordance with our Reimbursement Policy community.signifyd.com/support/s/article/net-billing, and (iii) you must notify us by providing details regarding such Eligible Chargeback, as requested by us, through the applicable feature on the Service within 7 days from the date you received notice of the applicable Eligible Chargeback (“Chargeback Notice”). You shall promptly report to us any amounts received, expected to be received, or sought by you from any third party in connection with an Eligible Chargeback, including without limitation any payments resulting from insurance coverage held by you or arrangements for reimbursement or fraud protection offered by a payment processor (collectively, “Third-Party Reimbursements”). Subject to your continued compliance with these Terms, if we determine in our reasonable discretion that you have been subject to a valid Eligible Chargeback for a given Submitted Transaction despite receiving an Affirmative Advisory Notice, then we will issue you a credit against fees owed by you to us in an amount equal to the lesser of: (x) the actual total fees owed by you to an End User or financial institution (if any) as a result of the Eligible Chargeback (including, without limitation, any pre-arbitration fees directly resulting from an Eligible Chargeback that Signifyd disputes as the Representment Party); or (y) the Order Amount plus any associated standard chargeback transaction/processing fees charged by the applicable financial institution; each of (x) and (y) less any Third-Party Reimbursements actually received by Subscriber (each such amount, a “Chargeback Credit”). Each monthly invoice issued in accordance with Section 5 will reflect Chargeback Credits applicable to the period of time covered by the invoice.
- Authorizations. You hereby authorize us: (i) to verify or validate the chargeback for which you provide a Chargeback Notice by communicating with, or obtaining data from, the applicable merchant, End User, and/or payment processor and by otherwise accessing the applicable merchant portals and other third-party platforms; and (ii) in our sole discretion, to dispute such chargebacks, and you agree to provide to us all information regarding such chargeback and all authorizations to communicate with third parties necessary to enable us to verify, validate or dispute such chargeback.
- Conditions. You represent and warrant to us that: (i) the information about the applicable Submitted Transaction that you provide to us as required under Section 2.2 is accurate and complete as of the applicable Advisory Notice Date as reasonably determined by us; (ii) each Eligible Chargeback for which you provide a Chargeback Notice was issued or incurred (whichever is earlier) after the applicable Advisory Notice Date; (iii) you have taken, and will take, all steps as required and/or requested by the applicable financial institution with respect to each Submitted Transaction for which you submit a Chargeback Notice; and (iv) you have sent or delivered the item purchased by the End User in the Submitted Transaction, in every respect as required by the original order of the End User. Notwithstanding anything to the contrary set forth in these Terms, we will have no obligation to issue a Chargeback Credit if: (1) you have failed to comply with any of these Terms, including the representations and warranties set forth in the immediately preceding sentence of this Section 2.3.3, as reasonably determined by us; or (2) our designated claims team is unable to correlate the Chargeback Notice with the applicable Submitted Transaction. The parties hereby acknowledge and agree that your receipt of an Eligible Chargeback does not qualify as a breach of these Terms by us and the Chargeback Credit as set forth in this Section 2.3 is our sole obligation and liability with respect to an Eligible Chargeback you received.
- Representment. Unless otherwise agreed upon in writing, Signifyd shall represent Subscriber in the representment process for chargeback claims with respect to a Submitted Transaction for which we have issued you a Chargeback Credit, as indicated by notice of a voided chargeback from the financial institution that issued such Eligible Chargeback (“Chargeback Reversal”). In the event that Subscriber represents themself, and Subscriber is successful in a chargeback recovery investigation, Subscriber shall inform Signifyd within 10 business days of said recovery. Whether represented by Subscriber or Signifyd, the same amount will be returned or credited back to Signifyd, at the end of the current month as a net against claims creditable for Eligible Chargebacks.
- Professional Services. We may offer certain professional services to you related to implementation and development activities or other professional services as requested by you for an additional fee (“Professional Services”). If we agree to provide Professional Services to you, any such Professional Services will be provided pursuant to a Statement of Work (“SOW”) that has been executed by both parties and that describes such Professional Services and the fees therefor.
- Representations and Warranties.
- Compliance with Laws. Signifyd represents and warrants that it will comply with all laws generally applicable to Signifyd’s provision of the Service and the Content, including without limitation, applicable privacy, data security and data breach notification laws.
- Viruses. Signifyd represents and warrants that it uses commercially reasonable efforts to prevent the introduction of any Virus into Subscriber’s computer systems through the Service or Content. As used herein, “Virus” means viruses, malware, worms, “trojan horses” or other harmful code.
- 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 and promptly update this information. You represent and warrant that all registration information you submit is truthful and accurate, and you agree to keep such information accurate and up-to-date at all times. If you provide any information that is inaccurate or incomplete, or that we have reason to believe is inaccurate or incomplete, we may suspend or terminate your account and your use of the Service. Only you and your employees are authorized to use your account, and you are responsible for all activities that occur through your account. You agree that: (i) you will not provide your user identification or password to any third party; and (ii) you will notify us immediately of any unauthorized use of your account or any other breach of security regarding the Service. You agree that all decisions or actions taken while holding this account are your own, and for which you shall hold sole responsibility. This is including, but not limited to, all actions taken regarding the Decision Center feature, account access and your use of the product.
- Trials of the Service. We may offer “beta” or free trial versions or features of the Service (“Trials”). We will determine, at our 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 we make any Trial of the Services available to you, we 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 Services. If we permit you to use any Trial, you agree to provide feedback and respond to our questions or other inquiries regarding your use of the Trial, as applicable. We, at our sole discretion, shall determine whether 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 4, these Terms govern your use of the Trials, as part of the Service.
- Subscription Fees. We charge 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 invoices within 30 days of the date of the invoice by check, credit card, ACH transfer or wire transfer. If we do not receive timely payment of an invoice, we may suspend or terminate your access to the Services or the applicable Order. Except as otherwise set forth in these Terms or the applicable Order, all payments are non-refundable and must be in U.S. dollars, and you are responsible for all applicable taxes (other than those taxes based on our income) or other governmental charges. Except as otherwise set forth in the applicable Order, we may modify our fees, and any such modification will apply beginning in the month following publication or other notice of the change. Following the initial subscription term, at the beginning of each Subscription Term, the then-current Guarantee Fee Rate (as defined in the applicable Order) shall be increased by three percent.
- Professional Services Fees. If the applicable SOW specifies that Signifyd will charge a fixed fee for the performance of Professional Services, then Signifyd shall invoice you a fee for the Professional Services in the amount set forth in such SOW. Such fee shall be payable within thirty (30) days following your receipt of the corresponding invoice. Our determination of any fixed fee assumes that you have provided accurate and complete information in response to inquiries by Signifyd, and that you will provide reasonable support in order to enable Signifyd to perform its obligations under the applicable SOW. If the technical or operational characteristics of the Subscriber Storefront and related networks or computer systems materially differ from the descriptions provided to Signifyd by you or if you fail to provide reasonable assistance, then Signifyd may charge an additional fee on a time and materials basis at our then-standard rates for time spent by Signifyd resources in performing the Professional Services in excess of the estimates used by us to establish the fixed fee.
- Term and Termination.
- 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 terminated in accordance with these Terms.
- Subscription Term. Each Order will have the initial subscription term set forth therein, and, except as otherwise set forth in the applicable Order, will automatically renew for successive periods equal to the greater of the length of the initial subscription term and the prior subscription term, 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 subscription term (collectively, the “Subscription Term”).
- Termination. Either party may terminate these Terms or an Order by written notice if the other party materially breaches these Terms or the Order, as applicable, and fails to cure such breach within 30 days of written notice thereof. We may terminate these Terms or any Order(s) immediately in the event of insolvency affecting you under which you: (i) are unable to pay your debts when due; (ii) make any assignment or composition for the benefit of creditors; (iii) have appointed or suffer the appointment of a receiver or trustee for your business, property or assets; (iv) file or have filed against you 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. We 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. Except as otherwise set forth in the applicable Order, you may terminate these Terms, your account, or any Order upon 30 days’ prior written notice by contacting customer service via our support portal, community.signifyd.com/support/s; 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 us under these Terms or any Order.
- 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 us 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 6.3 and any other remedies available to us, we reserve 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.
- Effect of Termination. Upon the expiration or termination of an Order for any reason, you will immediately cease use of the applicable Service and Content and pay us all fees and other costs owed for services already rendered under such Order, except for the final month of such period and all rights granted to you with respect to such Service will immediately terminate. The final monthly invoice under each Order, will be issued between 60 and 90 days following expiration or termination of the Order to allow for Chargeback Credits to be received and accounted for in such invoice, pursuant to the terms of Section 2.3. Upon expiration of an Order or your termination for cause, to the extent that your account reflects a credit at the time the final invoice is issued, we will issue you payment in the amount of the remaining credit within 30 days following issuance of the final invoice. The provisions of Eligible Chargebacks, Fees, Ownership, Confidentiality, and User Data License and Privacy, Feedback, Warranty Disclaimers, Limitation of Liability, Indemnity, and Legal Notices will survive any termination or expiration of these Terms, except that none of the license rights granted by us to you under these Terms survive termination.
- 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.
- 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 displayed on the Site (“Trademarks”) 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.
- User Data License and Privacy.
- Signifyd User Data Restrictions. We will not (i) identify you to any unaffiliated third party as the source of the User Data, (ii) disclose a complete data set of User Data for an ecommerce transaction to any unaffiliated third party, (iii) disclose more than the disaggregated portions of User Data that is necessary to exercise Signifyd’s rights and perform its obligations under these Terms or (iv) 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; provided, however, that the restrictions set forth in (i) – (iii) above shall not apply to third-party cloud service providers engaged by Signifyd in connection with the Service (e.g., Amazon Web Services).
- Your Restrictions for Submitting User Data. You shall ensure that no User Data: (i) violates, or that causes Signifyd or Signifyd’s affiliates, subsidiaries, or partners to violate, any applicable law, regulation, or order of any governmental authority in any jurisdiction; (ii) contains or embodies any trade secrets or information for which you have any obligation of confidentiality; (iii) infringes or violates, or 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; or (iv) in Signifyd’s sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying the Service, or may expose Signifyd or Signifyd’s suppliers, licensors, or users to harm or liability of any nature. You must not use the Service to obtain any information regarding any person or entity in violation of any prohibition on you obtaining such information, including under any applicable law or regulation.
- Your Restrictions for Using the Service and Content. You will comply with all applicable laws when using the Service and any Content, and will use the Service and Content in accordance with all applicable documentation. Further, except as may be permitted expressly by applicable law or authorized by us in advance in writing, you will comply with Signifyd’s Acceptable Use Policy, available at www.signifyd.com/restrictions, which is hereby incorporated into these Terms.
- No Fair Credit Reporting Act Characteristics. You 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. You understand 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.
- 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) (“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.
- Links and Third Party Content. The Site and the Service may contain links to webpages 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.
- 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. WE AND OUR 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, AND ACCURACY, 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. WE AND OUR 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, OR SAFE, 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.
- 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.
- Indemnification by Subscriber. 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, proceedings or demands (“Claims”), 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.
- Indemnification by Signifyd. Signifyd will defend or settle, at its sole option, any actual third-party Claims brought against you alleging that your use of the Service or Content in accordance with these Terms infringes any intellectual property rights of a third party, and Signifyd will pay any amount finally awarded to such third party by a court, or agreed upon by Signifyd and the third party, in connection with such Claim; provided that you promptly notify us upon becoming aware of any such Claim, provide us with sole control over the defense thereof, and cooperate with us, upon request, in our defense of the Claim. Notwithstanding the foregoing, Signifyd shall have no liability or obligations under this Section 14 to the extent the Claim arises from: (i) your provision of User Data to Signifyd; (ii) the use of the Service or Content in combination with any other software, hardware, content or materials; (iii) the modification of the Service or Content other than by Signifyd; or (iv) the use of the Service or Content in a manner: (a) for which the Service or Content was not designed or intended, or (b) not described in the applicable documentation provided by Signifyd.
- Double Recovery. Notwithstanding anything to the contrary, no provision of these Terms shall be construed to provide an indemnity or other recovery for any costs, damages, or other amounts for which the damaged party has been fully compensated under any other provision of these Terms or under any other agreement or action at law or equity.
- 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 these Terms and subject to the restrictions set forth in these Terms. All U.S. Government users use the Service with only those rights set forth in these Terms. In accordance with the tailoring provisions of FAR 12.302, these Terms 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 these Terms 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.
- Confidentiality and Publicity.
- Confidential Information. “Confidential Information” means any information disclosed directly or indirectly by one party (“Disclosing Party”) to the other party (“Receiving Party”) pursuant to these Terms that is either designated as “confidential” or under the circumstances of disclosure or by the nature of the information itself should be reasonably understood by the Receiving Party to be the confidential information of the Disclosing Party. Confidential Information does not include any information which (a) is or becomes generally known and available to the public through no act or omission of the Receiving Party; (b) was already in the Receiving Party’s possession at the time of disclosure by the Disclosing Party, as shown by the Receiving Party’s contemporaneous records; (c) is lawfully obtained by the Receiving Party from a third party who has the express right to make such disclosure; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. The parties agree that the Service and Content are hereby deemed to be the Confidential Information of Signifyd, and the User Data is your Confidential Information. The terms (but not the existence) of these Terms are each party’s Confidential Information. Neither party shall use the Confidential Information of the other party for any purpose except to exercise its rights and perform its obligations under these Terms.
- Non-Use and Non-Disclosure. Neither party shall use the Confidential Information of the other party for any purpose except to exercise its rights and perform its obligations under these Terms. You shall limit access to and disclosure of our Confidential Information (including the Service and Content) to its own employees strictly with a “need-to-know,” provided that such employees have executed an agreement with you with confidentiality provisions at least as restrictive as those contained herein. You shall immediately notify us upon learning of any breach of this Section 16. We shall not disclose any of your Confidential Information, except to exercise our rights and perform our obligations under these Terms, and to our advisors or prospective investors or purchasers subject to a written obligation of confidentiality. Each party will take reasonable measures to protect the secrecy of, and avoid unauthorized disclosure and use of, the Confidential Information of the other party. A Receiving Party will use reasonable efforts to provide timely notice of compelled disclosure to facilitate confidential treatment of Disclosing Party’s Confidential Information, and will furnish only that portion of Confidential Information that it is legally required to disclose, after exercising reasonable efforts to obtain assurance that such information will receive confidential treatment.
- Publicity. If you register for an account to use the Service, you 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.
- 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. Upon receiving notice of a material change to these Terms, To the extent that Subscriber is negatively impacted by such changes, Subscriber may terminate any Orders or SOWs that are subject to these Terms by providing Signifyd with written notice of its intent to terminate prior to the end of the thirty (30) day period and such termination shall be effective on the first day following the thirty (30) day period. Any changes to these Terms will be effective upon the earlier of thirty calendar days following our dispatch of an email 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.
- 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.
- 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 Orders and SOWs and including the Acceptable Use Policy, all 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 master subscription agreement, in which case the master subscription agreement, and not these Terms, will govern your access to and use of the applicable Service or portion thereof.
- Dispute Resolution and Arbitration.
- 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.
- 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.
- 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.
- 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., 99 Almaden Blvd., 4th floor, San Jose, CA 95113. 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.
- 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.
- Modifications. If Signifyd makes any future change to this arbitration provision (other than a change to our address for Notice), you may reject the change by sending us written notice within 30 days of the change to our 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.
- Enforceability. If Section 20.7 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.
- Contact Information; Disclosures. The Services are offered by Signifyd Inc., located at 99 Almaden Blvd., 4th floor, San Jose, CA 95113. If you have any questions or concerns about these Terms, the Site, or the Service, please send us a thorough description by email via our support portal. 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.
Current Terms of Service, since March 21, 2023
Previous Terms of Service:
December 13, 2022 to March 20, 2023
October 16, 2020 to December 12, 2022
May 14, 2020 to October 9, 2020
January 31, 2020 to May 14, 2020