1. Definitions

   “Agreement” or “Terms” means these Scamnetic Terms of Service for Businesses.

“Consumer” means an individual human being that is the beneficiary and purchaser of the Customer’s services and/or solutions based on or provided by Scamnetic Software and/or Solutions.

“Customer” means in the case of an individual accepting these Terms on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting these Terms, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into a contract and/or statement of work with Scamnetic and/or a Scamnetic reseller .

“Customer Data” means electronic data and information submitted by or for Customer to the Scamnetic, including personal data about Consumers.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Services” means the software solutions and services developed by Scamnetic in the field of scam detection and prevention and risk mitigation, covering but not limited to (1) validation of communications (“Scan & Score”), (2) verification of identities (“ID Everyone”), (3) educational materials, and (4) intervention and resolution provided to Customer’s Consumers during a scam or after a scam has occurred.

2. Services and Delivery
Scamnetic develops software solutions and services in the field of scam detection and prevention and risk mitigation, as described above in the definition for Services.

You may use the Scamnetic Services as a Customer or as a Consumer. These Terms apply to Customers.  [For Consumer Terms of Service visit https://scamnetic.com/terms-of-service-consumers/ ]

Scamnetic provides the Services to business Customers via application programming interfaces (“APIs”) by issuing unique API keys to each business Customer. You may only use the API if you are a business Customer so that you can offer the Scamnetic Services directly to Consumers through your platform. You agree not to share your API key with any third party except with Scamnetic’s prior written consent. You further agree that you are solely responsible for all actions attributed to your API Key and the subsequent use of the Services. You agree not to, and not to permit a third party to: (i) sublicense, distribute, re-transmit, loan, lease, sell or otherwise make available the API or the data provided by the API; (ii) decompile, disassemble, reverse engineer or otherwise attempt to discover the source code of the API; and (iii) you will not use or abuse the API or the data in any malicious way. This behavior will cover but is not limited to: performing a distributed denial of Service assault on the API or the Server, sharing your security information with unauthorized third parties, trying to gain unauthorized access to the Server or the data or sending corrupted, incomplete or poor quality data with the intention to influence the Services.

You may store data returned by the API for future use as long as you maintain an active Scamnetic account; an account is “active” if an API usage of an undisputed invoice of that account was paid in the last 60 days or if there is an active prepaid key in the account.

Scamnetic is constantly innovating in order to provide the best possible service. Scamnetic reserves the right to make changes, update or otherwise modify the Services (including the underlying algorithm) and will take reasonable steps not to interrupt the basic format in which the data is provided so that no new integration work will be required by the Customer. Where Scamnetic considers that a change, update or modification to the Services will have a significant impact on the Customer’s and/or Consumers’ use of the Services, it will take reasonable steps to notify the Customer and/or Consumers’ (as applicable) prior to such change, provided it is practicable to do so.

While Scamnetic takes reasonable steps to ensure the availability and continuity of the Services, Scamnetic will not be responsible or liable for any unavailability of the Services caused by circumstances beyond Scamnetic’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Scamnetic employees), Internet service provider failure or delay, data aggregator failure, delay, or termination, or denial of service attack.

3. Use of the Services
In order for Consumers to access the Services, the Consumer must log in using access credentials issued by the Customer. Issuance of access credential to Consumers are at the Customer’s sole discretion and responsibility.

The Services are intended for access and use by individuals who are 18 years of age or older. Customer warrants that to its knowledge, all Consumers it issues access credentials to are at least 18 years of age; can form legally binding contracts under applicable law; and are not subject to child online protection regulations such as but not limited to the U.S. Children’s Online Privacy Protection Act (COPPA); the EU’s GDPR (Article 8);  Brazil’s LGPD (Digital ECA); and/or any other state, provincial, national, or international requirement.

Any unauthorized use of the Services, including without limitation for any fraudulent, commercial or competitive purpose, is strictly prohibited and may result in suspension or termination of your agreement with us and/or legal action. In addition, you must NOT access or use the Services in any way which would:

i. cause you or us to be in breach of any law, code, or regulation;

ii. violate the privacy or confidentiality of any person;

iii. falsely claim an identity other than your own or one you are establishing on behalf of another person with their specific authority;

iv. falsely claim that you are associated with another person or entity;

v. modify, frame, render (or re-render), mirror, truncate, inject, filter or change any content or information contained in the Services, without Scamnetic’s written consent;

vi. use any deep-link, page-scrape, robot, crawl, index, spider, click spam, macro programs, Internet agent, or other automatic device, program, algorithm or methodology which does the same things, to service, access, copy, acquire information, generate impressions or clicks, input information, store information, search, generate searches, or monitor the Website or any portion thereof;

vii. disguise the origin of information transmitted to, from, or through the application, SDK or website or provided for the purpose of the Services;

viii. circumvent any measures implemented by Scamnetic aimed at preventing violations of the Terms of Service.

In addition to violating the Terms of Service, any of the foregoing actions on your part, or on behalf of any entity you are representing, may constitute intentional, unauthorized access of Scamnetic’s protected computer, may constitute a violation of state, provincial, and federal law, including, but not limited to the Computer Fraud and Abuse Act (18 U.S.C. § 1030), and may potentially subject you and any affiliated parties to civil liability and criminal prosecution.

Unless otherwise provided in the applicable contract(s) and/or statement(s) of work: (a) purchased Services by Customers for Consumers are purchased as subscriptions for the term stated in the applicable contract(s) or statement(s) of work or in the applicable online purchasing portal; (b) subscriptions for purchased Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added; and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. Customer agrees purchases of the Customer are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Scamnetic regarding future functionality or features.

Customer acknowledge that neither Scamnetic nor any third party will have any liability to you arising from any termination of a Customer’s access to or use of the API’s and/or Services by their Consumers in accordance with these Terms. Termination pursuant to these Terms will not affect any rights or remedies a party may have under these Terms or at law.

4. Our Responsibilities
Scamnetic acknowledges and agrees that it is primarily responsible for: (1) the operation of the Services (including the API functionality); and (2) implementing reasonable technical and organizational measures designed to protect the security of the foregoing. Scamnetic will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of any Customer Data. Those safeguards will include, but will not be limited to, measures designed to help prevent unauthorized access to or disclosure of Customer or Consumer Data. However, as no transmission of information over the internet is absolutely secure, we cannot guarantee the safety of your information.

Subject to Customer’s and Consumers’ use of the Services in accordance with this Agreement, and the applicable contract(s) and/or statement(s) of work, Scamnetic will: (a) make the Services available to Customer pursuant to this Agreement, and the applicable contract(s) and/or statement(s) of work; (b) provide applicable Scamnetic standard support for the Services to Customer at no additional charge, and/or upgraded support; and (c) provide the Services in accordance with laws and government regulations applicable to Scamnetic’s provision of its Services to its Customers and their Consumers generally (i.e., without regard for Customer’s particular use of the Services).

5. Your Authorizations and Responsibilities
Scamnetic may, through the Services, collect, use and disclose certain Personal Information (including Personal Information Customers and/or Consumers provide to Scamnetic or that Scamnetic has obtained about Consumers). Customer acknowledges and agrees that Scamnetic handles Personal Information in accordance with Scamnetic’s Privacy Notice available here [https://scamnetic.com/privacy/] and any jurisdiction-specific Privacy Collection Notices which may be provided to you and available here [https://scamnetic.com/privacy-au/].

In the case of any messages (including emails and automated text messages) that Customer may send through Scamnetic or that Scamnetic may send on your behalf to an email address or mobile phone number that Customer provides to Scamnetic, Customer represents, warrants, and agrees to Scamnetic that (1) Customer will only send such messages or ask Scamnetic to send messages to certain email addresses or phone numbers in connection with the access and use the Services only; and (2) Customer has  provided all notices or obtained any and all authorizations, consents, and rights from the recipient to receive such messages and to disclose to Scamnetic; and for Scamnetic to collect and use, the Personal Information (which may include email address or phone number).

Where Customer provides any Personal Information of Consumers to Scamnetic to access and use the Services, Customer further represents, warrants, and agrees that Customer has provided all notices or obtained any and all authorizations, consents, and rights required to provide such Personal Information to Scamnetic and for Scamnetic to collect and use such Personal Information to provide the Services and otherwise perform its obligations.

Customer is responsible for ensuring that Scamnetic at all times has updated and accurate contact information for the appropriate contact person for Scamnetic to notify Customer regarding data security issues relating to the Services, with such contact information to be updated in each applicable contract and/or statement of work and any subsequent changes to be provided by email to [email protected] (with “Contact Detail Change” in the subject).

Customer agrees that  for the improvement of Scamnetic’s Service performance it must comply with Scamnetic’s requests to send additional data – for example historical data, or missing data for backfill purposes.

Customer represents and warrants that its use of the Services do not and will not infringe on the intellectual property rights of any third party and will otherwise comply with all applicable laws. Customer must take commercially reasonable actions and precautions consistent with the industry standards to prevent the introduction and proliferation of Malicious Code.

Customer will comply with all applicable local, state, provincial, federal, and foreign laws, treaties, regulations and conventions in connection with its Consumers use of the Services, including without limitation those related to data privacy, anti-spam, international communications, and the exportation of technical or personal data from locations other than the location from which Scamnetic controls and operates the Services. Furthermore, Customer expressly agree not to violate any rights of publicity or privacy of any person, nor defame any person or entity in connection with its provision of or use of the Services.

6. LIMITATIONS OF LIABILITY
AS PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SCAMNETIC BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY DAMAGES TO COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY AND/OR FOR LOSS OF DATA, CONTENT, IMAGES, REVENUE, PROFITS, SERVICE OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THESE TERMS, INCLUDING BUT NOT LIMITED TO THE ACCESSING OR USE OF, OR INABILITY TO USE, THE SERVICES, REGARDLESS OF CAUSE, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, EVEN IF THE PARTY FROM WHOM DAMAGES ARE BEING SOUGHT HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY IN THE EVENT OF YOUR BREACH OR RELATED TO YOUR INDEMNITY OBLIGATIONS. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY IN RELATION TO ANY CLAIM IN RESPECT OF ANY DEATH OR PERSONAL INJURY. TO THE EXTENT ALLOWED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SCAMNETIC WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE EXCEED $1,000,000.00.

7. Licenses from You
Customer grants to Scamnetic and its third party providers the non-exclusive, worldwide right to use, copy, transmit and display any data, information, content or other materials, including the Customer’s Consumer Data, provided to Scamnetic by Customer in the course of providing and/or using the Services. Notwithstanding the foregoing, Scamnetic’s obligations regarding identification and other information concerning personal information shall at all times be governed by these Terms of Service and Privacy Notice which is available at [https://scamnetic.com/privacy/]), including other privacy terms such as our privacy collection statements [https://scamnetic.com/privacy-au/];  together with the terms of any contracts, statements of work, or data processing agreements concluded between Scamnetic and the Customer.

8. Representations and Warranties
Scamnetic and Customer each represents and warrants that it has the power and authority to enter into these Terms. Scamnetic warrants that it will provide the Services in a manner consistent with these Terms and any applicable contract(s) and/or statement(s) of work (as applicable). Customer represents and warrants that any information it provides in connection with the Services is accurate and current and that Customer has the right to provide such information.

9. DISCLAIMER OF WARRANTIES
AS PERMITTED BY APPLICABLE LAW, EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY SCAMNETIC THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, SCAMNETIC HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTEES, AND CONDITIONS WITH REGARD TO THE SERVICES AND THESE TERMS INCLUDING BUT NOT LIMITED TO ANY IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. SCAMNETIC MAKES NO REPRESENTATIONS, GUARANTEES OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE SERVICES, MATERIALS ASSOCIATED THEREWITH, OR THE RESULTS YOU MAY OBTAIN BY ACCESSING OR USING THE SERVICES OR MATERIALS ASSOCIATED THEREWITH. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SCAMNETIC DOES NOT REPRESENT OR WARRANT THAT (A) THE OPERATION OF THE SERVICES WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE. CUSTOMER ACKNOWLEDGES THAT SCAMNETIC DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, INTERCEPTION AND OTHER PROBLEMS INHERENT IN THE SERVICE OF SUCH COMMUNICATIONS FACILITIES. SCAMNETIC IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

10. INDEMNITIES
CUSTOMER WILL DEFEND, INDEMNIFY AND HOLD SCAMNETIC HARMLESS AGAINST ANY AND ALL CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS) ARISING OUT OF OR IN CONNECTION WITH A CLAIM BY A THIRD PARTY RELATED TO CUSOMER’S OR CUSTOMER’S CONSUMERS’ USE OF THE SERVICES IN BREACH OF THESE TERMS AND/OR ANY TERMS OF ANY APPLICABLE CONTRACT(S) AND/OR STATEMENT(S) OF WORK.

SCAMNETIC WILL INDEMNIFY AND HOLD CUSTOMER HARMLESS AGAINST ANY AND ALL CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS) ARISING OUT OF OR IN CONNECTION WITH A CLAIM BY A THIRD PARTY THAT CUSTOMER’S USE OF THE SERVICES IN ACCORDANCE WITH THESE TERMS INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF SUCH THIRD PARTY (“IPR CLAIM”). SCAMNETIC WILL HAVE NO LIABILITY IF AN IPR CLAIM IS BASED ON: (A) A MODIFICATION, DEVELOPMENT OR ENHANCEMENT OF THE SERVICES BY ANYONE OTHER THAN SCAMNETIC; (B) USE OR COMBINATION OF THE SERVICES WITH YOUR OR ANY THIRD PARTY’S PRODUCTS OR SERVICES, OTHER THAN IN ACCORDANCE WITH THESE TERMS, IN CIRCUMSTANCES WHERE, BUT FOR SUCH COMBINATION, NO INFRINGEMENT WOULD HAVE OCCURRED; OR (C) CUSTOMER’S CONTINUES USE OF THE SERVICES AFTER NOTICE OF AN IPR CLAIM BY SCAMNETIC OR ANY THIRD PARTY.

11. Miscellaneous
If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed to reflect the intentions of the invalid or unenforceable provision, with all other provisions remaining in full force and effect.

No joint venture, partnership, employment, or agency relationship exists between Scamnetic and Customer as a result of these Terms or use of the Services.

Neither party may assign, transfer, novate, or otherwise dispose of any or all of its rights and/or obligations under these Terms without the prior written approval of the other party (not to be unreasonably withheld). However, each party may assign, transfer, novate, or otherwise dispose of any or all of their rights and/or obligation under these Terms to: (a) any member of its group; or (b) a third party that has acquired a significant part of its business, assets, or undertaking, without the prior written approval of the other party. Any purported assignment in violation of this section shall be void.

Scamnetic reserves the right to use third party providers in the provision of the Services, and the goods, services and materials associated therewith.

The failure of either party to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.

In the event of any litigation of any controversy or dispute arising out of or in connection with these Terms, its interpretation, its performance, or the like, the prevailing party shall be awarded reasonable attorneys’ fees and expenses, court costs, and reasonable costs for expert and other witnesses attributable to the prosecution or defense of that controversy or dispute. Any and all rights not expressly granted herein are reserved by Scamnetic.

12. Intellectual Property Notices
Elements of the Services are protected by copyright, trademark, trade dress, trade secret, patent, and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image may be copied or retransmitted unless expressly permitted by Scamnetic.  The Scamnetic trademarks and/or other Scamnetic identifiers referenced herein are trademarks of Scamnetic and/or its affiliates.

All intellectual property rights subsisting in, relating to or arising out of the Services are owned by and vest in Scamnetic on creation, including all modifications, developments or enhancements made by either party to such intellectual property rights. Nothing in these Terms transfers any right, title or interest in Scamnetic’s intellectual property rights in the Services, including all modifications, developments or enhancements made by either party to such intellectual property rights, to Customer or any other entity, except as expressly granted in these Terms.

13. Dispute Resolution; Mediation; and Binding Arbitration
Unless otherwise agreed to in any applicable contract(s) and/or statement(s) of work (as applicable)between Scamnetic and the Customer; In the event of any dispute, claim, or controversy arising out of or relating to these Terms, Scamnetic and Customer agree to first attempt to resolve the dispute through good-faith negotiation within thirty (30) days of written notice by either party. Each party shall bear its own costs in arbitration, unless the arbitrator determines that one party has acted in bad faith, in which case fees may be awarded.

14. Governing Law
The interpretation of and any dispute concerning these Terms will be governed by Florida law and controlling U.S. Federal law.

15. Legal Contact Information & Support
If you have any questions about these Terms, please contact us using [email protected].