Fraudlogix Terms of Service

Please read these terms of service before registering for the Fraudlogix service. Participation in the Fraudlogix service indicates that you accept these terms and conditions and are authorized to do so on behalf of the company identified in the registration form. If you do not accept these terms and conditions, please do not register or participate in the Fraudlogix service. "Client" or “You” means any entity identified in a registration form submitted by the same or affiliated persons, and/or any network, partner or agency acting on its (or their) behalf, which shall also be bound by the terms of this Agreement.

This terms of service Agreement (the "Agreement") is a legal contract between you (the "Client") and Fraudlogix ("Fraudlogix"). The Agreement governs your use of the Fraudlogix website ("Site Use") and Fraudlogix's services ("Services"). Your Site Use and use of the Services are conditional on your acceptance of this Agreement. By using any Service or by checking the acceptance box of this Agreement, you accept and agree to be bound by all the terms and conditions of this Agreement.

SERVICES. Fraudlogix provides clients with services, products and solutions including but not limited to traffic monitoring, tracking, fraud detection, traffic quality, digital data analytics & insight, traffic quality improvement services, data licensing and cyber security related services. Fraudlogix provides its clients data via an API or other means. Fraudlogix may receive data via a snippet of code that will be placed by the clients, clients may provide Fraudlogix data via API or Fraudlogix may receive data by any other means. Fraudlogix may provide services and data via online reporting services or via any other means. The Fraudlogix service is accepted on an as-is basis.

COMPENSATION. The services above will be provided by Fraudlogix to Client. All payments and terms will be made in accordance with the terms agreed to by Client upon registration or in accordance with a subsequent amendment, addendum or payment authorization form that’s mutually agreed upon by both parties. The terms of such amendment, addendum or payment authorization form will supersede the terms agreed to upon registration. Pricing is subject to change. Fraudlogix must notify Client no less than fifteen (15) days in advance of any price change and if Client does not agree with the price changes and wishes to terminate the agreement, then Client must give Fraudlogix written notice to terminate the agreement on or before that 15th day.

PAYMENT TERMS. Client agrees to be billed on or about the first day of every month for the monthly usage based on the pricing details specified in the registration process unless client agrees to be billed on a prepay basis at a predetermined cost. All Payments will be made on an automated basis via Client’s credit card on file. Client will be responsible for making payment via alternate means if credit card is not successfully charged for any reason. Any late payments will accrue interest at a rate of 1.5% per month or the maximum allowed by law, whichever is greater. Client will be responsible to reimburse Fraudlogix for any fees incurred in collecting payment which would include any legal fees and/or collection fees associated with the collection of the past due amount.

TERM AND TERMINATION. This Agreement will become effective immediately upon Client’s acceptance of these terms. The term of this agreement will be for a 12-month period (“Term”), unless otherwise agreed to in writing between the parties prior to registration. This Agreement shall automatically renew for a 12-month period, unless written cancelation notice is provided by either party at least 90 days in advance of renewal. If Client chooses to end services prior to the expiration of the Term, or any renewal thereof, Client will be responsible for continuation of payments until end of Term or renewal Term. Upon termination of this Agreement, all license rights granted to Client hereunder will terminate. Termination of this Agreement shall cause Fraudlogix to cease providing services under this Agreement; however, termination for any reason whatsoever, shall not decrease or eliminate the compensatory obligations of Client pursuant to this Agreement nor its other responsibilities and obligations as stated in this agreement. Fraudlogix reserves the right to immediately terminate test, free or any form of non-paid accounts for any reason whatsoever at its sole discretion without prior notice.

CONFIDENTIALITY. Fraudlogix Obligations. Fraudlogix acknowledges that, during the term of this Agreement, it may have access to confidential Client information. Fraudlogix will not disclose such information in whole to any individual or entity, except to those who require access in connection with the provision of services. This confidentiality obligation applies to information regarding proposals, drawings, pricing, financial books and records, promotional activities, business plans, patent applications, skills and compensation of employees and shall not apply, or shall cease to apply, to information which (i) was publicly available or was privately available to Fraudlogix via other sources, (ii) is not personally identifiable (iii) becomes generally known to the public after disclosure to Fraudlogix, through no fault of Fraudlogix, (iv) is disclosed under force of law, governmental regulation or court order. Client understands that Fraudlogix collects website traffic data, IP and digital data derived from the end users’ devices and browsers. Such information and data shall not be considered confidential.

CLIENT OBLIGATIONS. Client acknowledges that the Services and any other information provided to Client by Fraudlogix incorporates confidential and proprietary information developed by or acquired by Fraudlogix (“Fraudlogix Confidential Information”). Client will take (and will cause its affiliates to take) all reasonable precautions necessary to safeguard the confidentiality of the Fraudlogix Confidential Information. Confidential Information includes any and all documents, agreements, attachments, pricing structures, code, data, processes, software, logic used to detect fraud, reports, methods, algorithms, architecture, business plans, trade secrets or marketing plans used by Fraudlogix.

CLIENT TRADEMARKS. Client hereby grants Fraudlogix authorization to use its trademarks, trade names, logos and other marks of Client in connection with its provision of its Services and in connection with the marketing services by Fraudlogix of its services to third parties. Fraudlogix agrees to comply with any reasonable written guidelines of Client relating to usage of Client’s trademarks or trade names, which guidelines are received by Fraudlogix prior to the date the services are due to be rendered.

FRAUDLOGIX INTELLECTUAL PROPERTY. Client may not attempt or allow access for others to attempt to reverse engineer, disassemble, decompile, or translate the Software or service, or otherwise attempt to derive the source code of the Software or attempt to derive any algorithms, methods, logic, architecture or processes used by Fraudlogix. All trademarks, service marks, patents (pending and issued), copyrights, trade secrets, know-how, all services provided by Fraudlogix and other proprietary rights in or related to the software or otherwise used to perform services for Client hereunder, will remain the sole and exclusive property of Fraudlogix, whether or not specifically recognized or perfected by applicable law, or whether or not explicitly so stated.

OWNERSHIP, Fraudlogix (and its licensors, where applicable) own all right, title and interest, including all related intellectual property rights, in and to the Service and any materials provided by Fraudlogix (the “Fraudlogix Materials”), any technology embodied or implemented in the Service and Fraudlogix Materials, any computer code provided by Fraudlogix for a particular website or online environment and computer network, any data generated, collected, accessed or derived by Fraudlogix, systems and/or computer code and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. The Fraudlogix name, the Fraudlogix logo, and the product names associated with the Service are trademarks of Fraudlogix or third parties, and no right or license is granted to use them. All rights not expressly granted to you are reserved by Fraudlogix and its licensors.

NON-SOLICITATION OF EMPLOYEES. Client agrees that it will not at any time during this agreement or for a period of two (2) years from the termination or expiration of this Agreement, either individually or through any company controlled by Client and either on its own behalf or on behalf of any other entity competing or endeavoring to compete with Fraudlogix, directly or indirectly solicit for employment, or endeavor to employ or to retain as an independent contractor or agent, any person who is an employee of Fraudlogix. Client further agrees that, should it be approached by a person who is or has been an employee of Fraudlogix during the period described above, it will not offer to nor employ or retain as an independent contractor or agent any such person for a period of two (2) years following the termination of this agreement.

NON-COMPETITION. Client agrees that it will not pursue or operate a similar business to Fraudlogix and/or a business that in any way competes with Fraudlogix for a period of two (2) years following the termination or expiration of this Agreement. Client agrees that the preceding statement applies to the Client itself and any of its officers, directors, owners, partners, related entity affiliated with or partnered with Client today or at any time in the future.

INDEMNIFICATION. Client shall indemnify and hold Fraudlogix, and its officers, directors, employees, and agents, harmless from and against any claims, losses, damages, liabilities, costs or expenses of any nature (including reasonable attorney’s fees) suffered or incurred by any of them for any reason whatsoever, including but not limited to losses that arise from technical errors or omissions. Client shall also indemnify Fraudlogix from any losses caused by or that arise in connection with (i) a breach of Client’s obligations hereunder, (ii) any material breach of Client’s representations and warranties contained herein, (iii) Fraudlogix’s collection and use of Client’s end client data, information, proprietary, copyright, patent, trade mark, trade secret or other information that Fraudlogix obtains from or via Client or any of its affiliates, partners, platforms, technologies, exchanges, properties, end clients and vendors for purposes of providing such services, (iv) any content provided by or via Client or any of its affiliates, partners, platforms, technologies, exchanges, properties, end clients and vendors, (v) any breach or misuse by Client of any data or information shared with Client as part of the Services, or (vi) any breach or misuse by any of Client’s customers or end users of any data or information shared with Client as part of the Services

REPRESENTATIONS AND WARRANTIES. Client represents and warrants (i)Client is and will remain in compliance with the obligations in the section of this Agreement titled “Data Security” during the term hereof and for as long as Client retains in its possession, custody, or control any Personal Data obtained as a result of the Services provided hereunder; (ii) Client will notify Fraudlogix immediately upon learning of any unauthorized use of Client’s account or any other breach of security; and (v) Client agrees that, in its use of the Services under this Agreement, Client will neither undertake nor cause, nor permit to be undertaken, any activity that either, (a) is illegal under any laws, decrees, rules or regulations in effect in any country, including, but not limited to, those concerning the Processing (as defined below) of Personal Data (as defined below) or the Processing (as defined below) of Personal Information (as defined below), or (b) would have the effect of causing Fraudlogix to be in violation of any laws, decrees, rules or regulations in effect in any country, including, but not limited to, those concerning the Processing of Personal Data or the Processing of Personal Information, as defined below.

Client agrees that, with respect to any Personal Data supplied to it by Fraudlogix, it shall ensure that, in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016  (the “GDPR”), all appropriate technical and organizational measures shall be taken against unauthorized or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data and comply with any reasonable request made by Fraudlogix to ensure compliance with the measures contained in this Section. The term “Personal Data” shall have the same meaning as that set forth in Article 4(1) of the GDPR, as may be amended. The term “Processing,” shall have the same meaning as set forth in Article 4(2) of the GDPR, as may be amended. Client further agrees that in any use of Services or in any act by Client that causes Fraudlogix to collect Personal Data, Client is responsible for (a) providing legally adequate privacy notices pursuant to the GDPR to all of Client’s end users; (b) obtaining any necessary consent pursuant to the GDPR from such end users for the collection, use, transfer, and storage of any Personal Data of any end user that Client (or any third-party plug-in or service provider used by Client) may access; (c) using and authorizing others to access and use the Personal Data only for the purposes allowed under the GDPR; and (d) ensuring the Personal Data is collected, used, or transferred, and stored in accordance with the GDPR.

Furthermore, Client agrees that, with respect to any Personal Information supplied to it by Fraudlogix, it shall ensure that, in accordance with the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq.(the “CCPA”), all appropriate technical and organizational measures shall be taken against unauthorized or unlawful Processing of Personal Information and against accidental loss or destruction of, or damage to, Personal Information, and Client agrees to comply with any reasonable request made by Fraudlogix to ensure compliance with the CCPA, including without limitation assisting Fraudlogix in responding to “verifiable consumer requests” as defined in Cal. Civ. Code § 1798.140(y), as may be amended. The term “Personal Information” shall have the same meaning as that set forth in Cal. Civ. Code § 1798.140(o), as may be amended. The term “Processing,” shall have the same meaning as set forth in Cal. Civ. Code § 1798.140(q), as may be amended. Client further agrees that in any use of Services or in any act by Client that causes Fraudlogix to collect Personal Information, Client is responsible for (a) providing legally adequate privacy notices pursuant to the CCPA to all of Client’s end users; (b) obtaining any necessary consent pursuant to the CCPA from such end users for the collection, use, transfer, and storage of any Personal Information of any end user that Client (or any third-party plug-in or service provider used by Client) may access; (c) using and authorizing others to access and use the Personal Information only for the purposes allowed under the CCPA; and (d) ensuring the Personal Information is collected, used, or transferred, and stored in accordance with the CCPA.

DATA SECURITY. Client agrees to preserve the confidentiality, integrity, and availability of all Personal Data, Personal Information, and Fraudlogix Confidential Information and the data and other information contained therein with administrative, technical and physical measures that conform to generally recognized industry standards and best practices.

Client agrees that the data and other information contained in any Personal Data, Personal Information, or Fraudlogix Confidential Information supplied to Client by Fraudlogix shall be used solely for the purposes as expressly described in this Agreement. Client agrees that none of the data and information contained in the Personal Data, Personal Information, or Fraudlogix Confidential Information will be transmitted, exchanged, or otherwise passed to other contractors/vendors or third parties, including but not limited to any affiliates, subsidiaries, parent companies, or the agents, officers, principals, directors, executives, employees, successors or assigns thereof, except with the written permission of Fraudlogix.

LIMITATION OF LIABILITY. Fraudlogix shall not be liable to Client, its officers, directors, affiliates, agents or employees or to any third party for any incidental, indirect, consequential, or special damages of any kind or nature, including without limitation, lost profits, loss of data or frustration or business expectations or expected business losses, whether arising out of such party’s breach of contract, tort (including gross negligence), technical mishaps, oversight, breach of warranty, or otherwise and whether or not it has been advised of the possibility of such loss or damage. Client acknowledges that the maximum liability hereunder for any claims whatsoever is expressly limited to the amount paid to Fraudlogix hereunder, prorated to a maximum of 6 months.

DATA OUTPUT. Client agrees that no fraud alert, score, notification, data or result given by Fraudlogix to Client should be accepted or acted upon as proof that the said transaction is derived from fraudulent means. Therefore, Client agrees to separately follow up and verify each transaction to Client’s satisfaction with information derived outside of the Fraudlogix environment before acting on it in any way. Client agrees to indemnify and hold Fraudlogix harmless from any resulting actions, damages and/or losses (including future losses). Client agrees that the Fraudlogix scores, ratings and results reflect Fraudlogix's opinions regarding the traffic. Fraudlogix's opinions are strictly opinions, not facts or guarantees – but they are based on its proprietary technology and analytics, which Fraudlogix is continuously evaluating and updating.

DISCLAIMER OF WARRANTIES. Except as otherwise specifically provided herein, the application of the system and services are provided “as is” without warranty of any kind. Fraudlogix expressly disclaims any and all warranties, express, implied or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and any warranties arising out of course of dealing, usage or trade. Fraudlogix does not warrant that the services will meet customers specific requirements or that the operation of services will be error free or uninterrupted. Fraudlogix shall not be liable to Client for any inoperability of the services or for any loss of information or other injury, damage or disruption of any kind. Any use by Client is at Client's own risk. Any modification of the services or combination of the services with another product or service shall void any warranty.

MISCELLANEOUS. This Agreement may be amended by Fraudlogix at any time. Unless Fraudlogix makes a change for legal, compliance or administrative reasons, it will provide notice. Client agrees that notification of the updated terms may be given by posting them or providing access to them on the Service or within an email, and that Client’s use of the Service after the effective date of the updated terms (or engaging in such other conduct as Fraudlogix may specify) constitutes Client’s agreement to the updated terms.

DISAGREEMENTS: Any dispute or other disagreement arising from or out of this Service Agreement shall be submitted to arbitration under the rules of the American Arbitration Association and the decision of the arbiter(s) shall be enforceable in any court having jurisdiction thereof. Arbitration shall occur only in Miami, Florida. The interpretation and the enforcement of this Agreement shall be governed by Florida Law as applied to residents of the State of Florida relating to contracts executed in and to be performed solely within the State of Florida. In the event any dispute is arbitrated, the prevailing Party (as determined by the arbiter(s)) shall be entitled to recover that Party’s reasonable attorney’s fees incurred (as determined by the arbiter(s)).

CONSTRUCTION: Each and every term and provision of this Contract has been mutually agreed to and negotiated by the parties hereto and should be construed simply according to its fair meaning and not strictly for or against any party.

WAIVER: Any waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed to be a waiver of any other breach of that provision or of any breach of any other provision of this Agreement. The failure of a Party to insist upon strict adherence to any term of this Agreement on one or more occasions will not be considered a waiver or deprive that Party of the right thereafter to insist upon adherence to that term of any other term of this Agreement.

BINDING EFFECT: This Agreement is the entire agreement between Fraudlogix and Client, and it replaces and supersedes any other previous agreements. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors, affiliates, agents, and assigns.

RELATIONSHIP: Fraudlogix serves as an independent contractor to Client and to all Customers of Client, if applicable, and shall not be deemed to have incurred or undertaken any general agency or fiduciary relationships to either even if, for some purposes, Fraudlogix’s conduct might conceivably be deemed or interpreted as an agent or fiduciary of either or of both.

SEVERABILITY: If any provision of this Agreement is invalid, illegal, or unenforceable, the balance of this Service Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.

WAIVER OF INDEPENDENT COUNCIL: Client acknowledges it has either obtained or has waived the right to be represented by legal counsel of his/her own choosing in connection with the preparation, negotiation and execution of this Agreement.

ATTORNEY’S FEES: In the event there is any litigation between the parties arising directly and/or indirectly out of this Agreement or the transactions and services contemplated hereby, the prevailing party in such litigation shall be entitled to recover from the other litigation costs and expenses, including reasonable attorneys’ and all pre-litigation and/or paralegals’ fees and costs incurred before and at trial and at all tribunal levels.

NON-EXCLUSIVITY OF SERVICES: It is expressly understood that Fraudlogix represents and has relationships with other companies in similar business as Client, and that Client may, at its option, now and hereafter, retain the services of individuals or companies providing services similar to Fraudlogix, and that this Agreement between CLIENT and Fraudlogix is mutually non-exclusive.

TIME TO BRING ACTION: Neither party may bring any action for a claim arising under this Agreement, whether under breach of contract, warranty, negligence, or strict liability, more than six months after the cause of action arose.

NOTICES. Any notices to Fraudlogix in connection with this Agreement will be in writing and will be deemed to have been duly given upon receipt if delivered in person or mailed by first class US mail, confirmed facsimile or major commercial rapid delivery courier service to the address specified below for notice or such other address as may be properly specified by written notice hereunder. 

Attn: Legal Dept

221 W. Hallandale Beach Blvd. 
Suite 107
Hallandale Beach, FL 33009