By agreeing to an Order or other Documentation incorporating these terms of service (“Terms of Service” or this “Agreement”), or otherwise accessing or using the products and services provided by Licensor, Customer agrees to the terms and conditions set forth herein. Capitalized terms shall have the definitions ascribed to them below.
Licensor may modify these Terms of Service as provided in Section 28 from time to time.
- Definitions.
“Affiliate” means, in relation to a Party, any other entity that directly or indirectly Controls, is Controlled by, or is under common Control with that Party from time to time. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” also referred to sometimes as “Principal Agreement” means these Terms of Service and any Order(s) or other Documentation entered into that incorporate(s) these Terms of Service, including all referenced documents, and all associated amendments and addenda.
“Business Purpose” (or “Purpose”) means the provision and use of the Services, and use of Personal Data by each of Licensor and Customer, as described in Section 2(a) and (b) of this Agreement.
“Confidential Information” has the meaning provided in Section 11(a).
“Customer” means the entity or entities that has created an account, executed, or agreed to an Agreement, Order or other Documentation incorporating these Terms of Service, or otherwise accesses or uses Licensor’s products and services.
“Customer Data” means the information submitted by or for Customer to the Services.
“Data Subject” has the meaning provided in the Data Processing Agreement.
“Data Processing Agreement” or “DPA” means that certain Data Processing Agreement that shall, unless otherwise agreed, be made a part of this Agreement. The Data Processing Agreement is described in Section 16 hereof.
“Deidentified Data” means data generated or derived from Customer Data or the Services that cannot reasonably identify, relate to, describe, be capable of being associated with, or be linked, directly or indirectly, to a particular individual.
“Documentation” means program guides, implementation guides, manuals, announcements, pricing bulletins and other pricing arrangements, an Order, Data Processing Agreement, release notes, reference guides, specifications, or other documents relating to the Services provided or made available by Licensor to Customer.
“Fees” has the meaning provided in Section 5.
“Insights” means pseudonymized data that Licensor derives or generates from its analysis of Customer Data and/or Outcome Data, as applicable. Examples of Insights include the number of times a data element has been queried in a period of time (velocity) or the last time a data element has been seen (recency). Insights do not constitute Customer Data.
“Intellectual Property Right(s)” means any and all now or hereafter known tangible and intangible (i) rights associated with works or authorship throughout the world, including copyrights or works of copyright, moral rights, and mask-works; (ii) Marks and similar rights; (iii) trade secret rights; (iv) patents designs, algorithms, and other industrial property rights; (v) all other intellectual and industrial property rights of every kind and nature throughout the world and however designated (including domain names, logos, “rental” rights, and rights to remuneration), whether arising by operation of law, contract, license, or otherwise; and (vi) all registrations, initial applications, renewals, extensions, continuations, divisions, or reissues thereof currently or hereafter in force (including any derivative rights in any of the foregoing).
“Licensor” means Ekata, Inc. (“Ekata”) or an Affiliate of Ekata, as set forth in Section 20, that is providing the Services and Licensor Data pursuant to an Agreement.
“Licensor Data” means information that Licensor provides or otherwise makes available to Customer through the Services or pursuant to an Order. Licensor Data includes but is not limited to information from publicly available sources, third-party data providers, and Insights.
“Licensor Intellectual Property” means (i) these Terms of Service and any and all software, websites, programs, and other applications provided or made available by Licensor in connection with any of the foregoing, and the user experience and Look and Feel of any of the foregoing; (ii) all Documentation, computer software, processes, procedures, systems, sales materials, technical materials, checklists, and any other documentation issued or made available by Licensor; (iii) the Licensor Marks; (iv) Licensor Data; and (v) any and all improvements, enhancements, modifications, alterations, or derivative works of or to any of the items mentioned in (i), (ii), and (iii) herein. For purposes of this definition, “Look and Feel” refers to the elements of graphics, design, organization, presentation, layout, user interface, navigation, trade dress, and stylistic convention (including the digital implementation thereof).
“Marks” means trademarks and service marks (whether registered or at common law), trade names, business names, logos, sounds, animations, haptics, visual depictions, symbols and Internet domain names, or any abbreviation or contraction thereof.
“Order” means a document or other form of agreement entered into between Customer and Licensor, or any of their Affiliates, that specifies the Services to be provided by Licensor or its Affiliates.
“Outcome Data” has the meaning provided in Section 8(d).
“Person” means and includes any individual, partnership, joint venture, corporation, company, bank, trust, unincorporated organization, government, or any department, agency, or instrumentality thereof.
“Personal Information” or “Personal Data” has the meaning provided in the Data Processing Agreement.
“Privacy and Data Protection Law” has the meaning provided in the Data Processing Agreement.
“Processing of Personal Data” (or “Processing/Process”) has the meaning provided in the Data Processing Agreement.
“Services” means those global identity verification products and services provided by Licensor to Customer under an Order. “Services” exclude Licensor Data.
“State Privacy Laws” has the meaning provided in the Data Processing Agreement..
“User” means an individual who is authorized by Customer to access or use the Services, and who has been provided a user id and password, or other account credential. Users may include employees, contractors, and agents of Customer.
- Business Purpose; Provision of Service(s).
(a) Licensor’s Business Purpose. In accordance with this Agreement, Licensor processes Personal Data for the following Business Purposes: to provide the Services to Customer pursuant to this Agreement, to improve and develop Licensor’s products and services, to enable fraud detection and prevention, and to ensure compliance with applicable laws; and
(b) Customer’s Business Purpose. Customer may use the Services and process Personal Data for the following Business Purpose: to receive and use Licensor Data in the context of the Services for identification verification, and in order to detect, prevent, and/or combat fraud.
(c) Provision of Service.
(i) Licensor will provide application programming interface(s) or web portal access to enable Customer’s access to the Services and Licensor Data, including Insights. Licensor provides certain Services and Licensor Data by employing machine learning techniques that identify patterns in data using algorithmic models. These models leverage Licensor Data and Customer Data. When Customer submits Customer Data to the Services, Licensor may analyze, retain, and otherwise Process Customer Data in conjunction with Licensor Data and other customers’ data to create Insights to provide results to Customer’s queries or the queries of other customers, and for any other purpose permitted by law.
(ii) In order to access the Services, Customer must enter into an Order and Customer and/or its Users may be required to create user accounts. Customer agrees that the account information provided will be accurate and complete at the time it is provided and will be maintained and updated to keep it accurate and complete. Licensor may contact Customer and require confirmation of account information before first use or continued use of the Services. Licensor reserves the right to terminate any licenses granted hereunder and to refuse to provide access to the Services if, in Licensor’s sole discretion, Licensor determines that any account information is, or appears to be, inaccurate, incomplete, or fraudulent.
(iii) If Customer accesses the Services on a per-query basis, Customer may be charged either for the monthly minimum number of queries to which Customer agreed or the actual number of queries performed, whichever is greater. If Customer accesses the Services on a per-seat basis, Customer will instead by charged for the number of seat licenses issued to your account during the applicable billing period, prorated for partial periods. Licensor may limit or suspend accounts of customers who have purchased seat licenses whose accounts are used to submit queries to the Services with a volume or velocity that is inconsistent with the typical query volume or velocity of a single human user, in Licensor’s sole discretion.
(iv) If Customer engages in a preliminary data evaluation or integration test for the Services, either through an Order or by separate agreement, the start date of the paid Services ordered by Customer following such evaluation or test will be as provided in the Order. Additional terms and conditions for such evaluation or test may appear on an Order, in a separate agreement executed for this purpose, or as otherwise agreed by the Parties.
- License Grant. Subject to the terms and conditions herein, Licensor grants to Customer a limited, non-exclusive, non-sublicensable and non-transferable right and license to access and use the Services and Licensor Data during the Term, in accordance with all Documentation, solely for Customer’s use in connection with identity verification and fraud detection, as per its Business Purpose. These Terms of Service do not confer any right to Customer to sublicense any of its rights to the Services hereunder.
- Term and Termination.
(a) The term of the Agreement will commence on the Effective Date provided in the Order(s) incorporating these Terms of Service and will continue until the expiration or termination of such Order(s) (collectively, the “Term”). To the extent that Customer is afforded access to Services hereunder and has not completed an Order for same, this Agreement shall commence on the date Customer begins accessing the Services and shall continue until superseded by an Order or until Licensor chooses in its discretion to revoke access to the Services.
(b) Either Party may terminate an Order upon thirty (30) days’ notice, if the other Party has breached a material obligation, representation, or warranty under these Terms of Service with respect to the provision or use of the Service or Licensor Data as provided for herein and fails to cure such breach within the thirty (30) days of receiving notice of such breach. Either Party may terminate an Order governed by these Terms of Service if the other Party (i) becomes insolvent; (ii) is declared bankrupt; (iii) is placed under receivership; (iv) makes an assignment for the benefit of creditors; (v) commences any proceedings for the winding up of its business, dissolution, or liquidation; or (vi) ceases to pay its debts as they become due. Additionally, Licensor may terminate or suspend this Agreement or an Order, upon thirty (30) days’ notice in the event that it reasonably believes that Customer has used or accessed the Services and/or Processed Personal Data in contradiction of or beyond the scope of the Business Purpose set forth in Section 2(b) above.
(c) In the event that Customer terminates the Agreement in accordance with Section 4(b), Licensor will refund any prepaid fees covering the remainder of Customer’s annual subscription after the effective date of termination. In the event that Licensor terminates for same, Customer shall pay any unpaid fees covering the remainder of the Term to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to Licensor for the period of the Term prior to the effective date of termination.
(d) At any time, Licensor may terminate or suspend an Order, in its sole discretion (i) upon ninety (90) days’ notice, if Licensor discontinues the applicable Service in on or more of the countries in the Territory; or (ii) effective immediately and without prior notice, if required by applicable law or the relevant governing authority, if Licensor is required by such law or governing authority to cease providing such Service to such Customer or in one or more countries in the applicable Territory; (iii) Licensor has reason to believe that not terminating or suspending such participation would be harmful to Licensor’s goodwill or reputation; or (iv) if Licensor has received a claim or notice alleging that such Service infringes or violates a third party’s Intellectual Property Right.
(e) The Parties agree that, unless otherwise agreed upon by the Parties or incorporated into a separate agreement, the Data Processing Agreement is terminated upon the termination of this Agreement.
(f) Termination or expiration of the Agreement pursuant to this Section 4 shall not relieve either Party of any obligation accrued through the date of termination or expiration.
- Fees.
(a) Customer shall pay to Licensor the fees (the “Fees”) specified in an applicable Order. Licensor will provide Customer with at least 60 days’ prior notice of any increase to Fees, which increases will take effect at renewal. Unless otherwise provided herein, payment obligations are non-cancelable, and fees paid are non-refundable. Minimum monthly or annual commitments prepaid cannot be decreased during the Term or rolled into any renewal Term. If Customer provides its credit card information, Customer authorizes Licensor to charge said credit card for the Services specified in an applicable Order. To the extent that terms regarding fees, payment, and contract duration in any Order conflict with this Agreement, the terms of such Order shall control.
(b) Customer acknowledges that the Fees are exclusive of any applicable taxes and/or duties. Customer is responsible for any taxes and/or duties that may be levied on the provision of the Services. Customer will not be responsible for any taxes levied on Licensor’s income.
(c) If Customer owes any Fees under an Order that are more than 45 days overdue, Licensor may, without limiting any other rights or remedies, accelerate Customer’s unpaid obligations to immediately due and payable. Licensor reserves the right to suspend Services until such amounts are paid in full or to terminate the Agreement for nonpayment.
(d) If the price stated on an Order is determined by Licensor to be erroneous, in Licensor’s sole discretion, Licensor shall not be obligated to offer Customer access to the Services at such price. Licensor will notify Customer of such error and afford Customer the opportunity to cancel the Order and obtain a refund if payment has already been made.
- Complete Service(s). Customer agrees that its license hereunder is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Licensor regarding future functionality or features of the Services. Licensor reserves the right to change the availability of any feature, function, or content relating to the Services, at any time, without notice or liability. Licensor does not represent or endorse the accuracy, completeness, or reliability of any Insights or other information displayed, uploaded, or distributed through the Services, and Customer understands and agrees that the Services are based on probabilistic assessments and may thus be limited in their accuracy. Except as expressly provided herein, the Services are distributed “as is” and “as available,” without warranties of any kind, and Licensor hereby expressly disclaims liability for Customer’s reliance on the Services to perform authentication of any person, entity or transaction. Customer acknowledges and agrees that the Services constitute standalone fraud prevention services, and that as between Customer and Licensor, Customer is solely responsible for its own decision-making (including when based on Licensor Data, which shall not be the sole determinant of same) and the effects of such decision-making on any and all third parties. Customer is exclusively responsible for the accuracy, completeness, relevance and integrity of all Personal Data provided to Licensor.
- Support. Licensor will, during the Term, provide support to Customer for the Services in accordance with the service tiers published at https://ekata.com/service-tiers and its service level agreement published at https://www.mastercard.com/global/en/ekata-agreements-and-terms.html.
- Services Data.
(a) As between Licensor and Customer, Customer owns and retains all right, title and interest in and to Customer Data. Customer grants Licensor a limited, royalty-free, non-exclusive, worldwide right and license to store, access, use, copy and create derivative works from the Customer Data. Additionally, Customer acknowledges and agrees that, as between Licensor and Customer, only Licensor may: (i) generate or derive Deidentified Data from Customer Data, and (ii) Process Deidentified Data for Licensor’s business purposes. As between Customer and Licensor, Licensor will own all rights, title, and interest in and to Deidentified Data.
(b) Customer agrees that Licensor may Process Customer Data for as long as reasonably necessary to provide identity verification and fraud detection services through the Services. Licensor stores Customer Data in a securely encrypted format for a longer period of time to enable Licensor to bill for the Services, to provide customer service to Customer, and to apply machine learning techniques that help Licensor identify patterns in the data. When Licensor Processes Customer Data to generate and analyze Insights, such data (i) will be pseudonymized through cryptographic hashing, (ii) will be aggregated with data from other customers of the Services, and (iii) will not be made available to any other customer. For clarity, Insights provided to Customer through the Services will not include any identifiers indicating other customers that are the source of Insights. Licensor shall have the right to transfer Customer Data to a Licensor Affiliate(s) as a third party if required for the performance and purposes hereof.
(c) As between Licensor and Customer, Licensor owns all right, title and interest in and to the Services and the Licensor Data, and any enhancements or modifications thereto. No rights are granted to Customer hereunder other than as expressly set forth herein. Subject to Customer’s compliance with all of the terms and conditions hereunder, and in consideration of Customer’s promises reflected herein and payment of all Fees, Licensor grants to Customer a limited, royalty-free, non-exclusive right and license to access and use the Services, as set forth in this Agreement and any Orders, during the Term.
(d) Within sixty (60) days of the Effective Date, and on a mutually agreeable cadence thereafter, Licensor may require Customer to provide data to Licensor regarding whether and to what degree account openings and/or consumer transactions assessed through the Services were deemed fraudulent by Customer (the “Outcome Data”). Customer grants Licensor and its Affiliates a non-exclusive, non-transferable, limited license to analyze and use such Outcome Data solely to improve the fraud prevention capabilities of the Services. Licensor shall not disclose raw Outcome Data, in whole or in part, to any non-Affiliate third party. Customer shall own all rights and title in and to the Outcome Data; provided, that Licensor and its Affiliates shall have the perpetual right to use Insights derived from the Outcome Data within the Services. Customer shall provide Outcome Data to Licensor in a mutually agreed upon form, content, and method of transfer. Customer shall provide Outcome Data for each fraudulent transaction for which Customer used the Licensor Data, and such Outcome Data shall consist of at least one of the following sets of data elements: (a) outcome and transaction ID; or (b) outcome and unique customer identifier (i.e., phone and time/data stamp). Although Customer will provide the Outcome Data in a careful and workmanlike manner, Customer makes no representations or warranties, express or implied, with respect to the accuracy or completeness of the Outcome Data.
(e) Customer hereby grants Licensor a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, or other feedback provided by Customer relating to the Services.
- Customer’s Compliance.
(a) Customer shall be responsible for its compliance and its Affiliates’ compliance with this Agreement and all Orders. Customer will use best efforts to prevent unauthorized access to the Services or Processing of Licensor Data, and Customer will notify Licensor without undue delay and in any event no later than 24 (twenty-four) hours after becoming aware of any such unauthorized access or Processing. Customer will use the Services and Licensor Data only to the extent permitted by this Agreement and applicable Order(s). Customer is solely responsible for ensuring that its use of the Services and Licensor Data, including the Customer’s provision of Customer Data to Licensor as contemplated in this Agreement, does not violate any laws of the applicable jurisdictions in which Customer does business and from which its use of the Services originates (collectively, the “Territory”), in particular any Privacy and Data Protection Law. Any use of the Services in breach of this Agreement by Customer, or its Affiliates, may result in Licensor’s immediate suspension of the Services.
(b) Customer will not collect, provide or make available to Licensor any Customer Data that is not collected or stored in accordance with applicable law and Customer’s privacy policy (or the privacy policy of Customer’s customers, if applicable). Customer represents and warrants that Customer will provide Data Subjects with all notices and obtain from them all rights and consents necessary for the provision of such data to Licensor, the Processing of such data by or on behalf of Licensor, and Customer’s use of Licensor Data pursuant to this Agreement, and Customer agrees to provide proof of same to Licensor upon request. As between Customer and Licensor, Customer is solely responsible for providing such notice and obtaining such consent. Customer also confirms and warrants that it will inform Data Subjects in particular of the transfer and storage by Licensor of their Personal Data outside the country in which it was collected (e.g., transfer to and storage in the United States), the ways in which their Personal Data will be Processed by Customer and Licensor, the reasons for such collection and Processing, and any other information required by applicable Privacy and Data Protection Law.
(c) Customer will ensure that its privacy policy is readily accessible to anyone from or about whom Customer collects data and, if required by applicable law, Customer will provide those Data Subjects with the ability to exercise rights applicable to their Personal Information under applicable Privacy and Data Protection Law, such as opting out of disclosure of their Personal Information by Customer.
(d) Customer represents and warrants that it shall conduct and review any relevant assessments (including security or privacy impact assessments) as may be required by applicable Privacy and Data Protection Law for purposes of implementing the Services, and any cross-border transfers of Personal Data.
(e) Except to the extent prohibited by applicable legal, regulatory or law enforcement requirements, Customer shall promptly inform Licensor in writing if any competent authority, regulator or public authority of any jurisdiction requests disclosure of, or information about, Personal Data that has been Processed in connection with the Services. Customer shall, without limiting its rights under applicable law, cooperate with Licensor as reasonably necessary to comply with any direction or ruling made by such authorities.
(f) Customer will not: (i) make any Services available to anyone other than Customer, its Affiliates, and Users; (ii) use the Services for the benefit of anyone other than Customer or its Affiliates; (iii) falsify or alter any unique identifier assigned to Customer, or otherwise obscure or alter the source of queries to the Services; (iv) permit direct or indirect access to or use of any Services in a way that circumvents any usage limits; (v) reproduce, modify, distribute, disassemble, reverse engineer or create derivative works based on any portion of the Services; (vi) violate or attempt to violate the security of the Services, or introduce any malicious code into the Services; (vii) use the Services to build a competitive product or service or in any way not permitted by this Agreement; or (viii) submit Customer Data to the Services that contain any information deemed “sensitive” under applicable law (including, without limitation, government identification numbers, financial account information, or information related to children).
(g) Customer will only use the Services as permitted by the terms of this Agreement and applicable laws. In particular, Customer will use the Licensor Data for identity verification and fraud detection and prevention use cases only, and will not: (i) use the Licensor Data for marketing purposes; (ii) use the Licensor Data in violation of any applicable law, rule, or regulation or in violation of any third-party right; (iii) store the Licensor Data for purposes other than those expressly permitted hereunder; (iv) use the Licensor Data in conjunction with illicit activities; (v) store or cache the Licensor Data to avoid making additional queries to the Services; (vi) merge stored Licensor Data with other data unless it is coded or tagged to indicate Licensor as its source; (vii) use the Licensor Data for file download in a fixed page format (i.e., create a printable, downloadable directory of Personal Data); or (viii) use the Services to access Personal Data other than the Personal Data of the individual(s) for whom identity verification and fraud prevention is being conducted (i.e., intentionally accessing the Personal Data of related individuals for a purpose other than fraud prevention).
(h) Customer acknowledges that the Services are not provided by a “consumer reporting agency” as that term is defined in the Fair Credit Reporting Act (“FCRA”) and the Licensor Data do not constitute “consumer reports” as defined in the FCRA. Accordingly, the Licensor Data may not be used as a factor in determining eligibility for credit, insurance, employment or any other purpose in which a consumer report may be used under the FCRA (or any similar consumer credit law in the United States of America or otherwise). For the avoidance of doubt, Customer agrees that it shall not use the Services to assess, determine or verify the creditworthiness of any individual(s).
(i) Customer acknowledges that the Services (i) are only one component of a range of risk management activities that Customer undertakes; (ii) are services that Customer cannot undertake itself; and (iii) do not affect or replace a critical operation of Customer or expose Customer to a material operational risk (i.e., without limitation, weakness or failure of the Services will not prevent Customer from operating or meeting its regulatory obligations). Licensor shall not have, and hereby disclaims, any and all liability that Customer may face as a result of Customer’s non-compliance with regulatory obligations relating to outsourcing.
- Confirmation of Compliance. If Licensor has knowledge or a reasonable suspicion of Customer’s or Customer’s Affiliates’ non-compliance with this Agreement, Licensor (or its authorized representative) may request information from Customer to confirm Customer’s or Customer’s Affiliates’ compliance. This information may include, but is not limited to, architecture and data flow diagrams, copies of processing logs, and interviews with relevant engineers and stakeholders. Customer will promptly, but in no fewer than ten (10) business days, provide Licensor with all information it reasonably requests, and will make available via telephone or video conferencing appropriate personnel responsive to these requests. Licensor will take reasonable measures to ensure that its requests do not unreasonably disrupt Customer’s business operations. Each Party will bear its own costs with respect to any informational requests conducted hereunder.
- Confidentiality.
(a) Definition. The term “Confidential Information” means all information disclosed by one Party (“Discloser”) to the other Party (“Recipient”) (in writing, orally, or in any other form) that is identified at the time of disclosure as confidential or should have reasonably been known by the Recipient to be confidential (including, without limitation, trade secrets and unpublished patent applications, and for Licensor, the Licensor Intellectual Property or any data and information contained therein), together with any documents prepared by the Recipient that contain, otherwise reflect, or, in whole or in part, are generated from such disclosed information. Confidential Information does not include information or material that (i) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, publicly known or available; (ii) is or was known by the Recipient at or before the time such information or material was received from the Discloser, as evidenced by Recipient’s tangible (including written or electronic) records; (iii) is furnished to the Recipient by a third party that is not under an obligation of confidentiality to the Discloser with respect to such information or material; or (iv) is independently developed by the Recipient or on behalf of the Recipient without any use of the Discloser’s Confidential Information.
(b) Protection and Use. During the Term and for a period of three (3) years thereafter, each Party shall take all reasonable measures to protect the confidentiality of the other Party’s Confidential Information in a manner that is at least as protective as the measures that it uses to maintain the confidentiality of its own Confidential Information, but not less than a reasonable standard. Each Recipient shall hold the other Party’s Confidential Information in strict confidence and shall not disclose, copy, reproduce, sell, assign, license, market, transfer, or otherwise dispose of such information, or give or disclose such information to third parties, or use such information for any purpose other than as necessary to fulfill its obligations or exercise its rights under these Terms of Service and the Documentation. Notwithstanding the foregoing, the Recipient may disclose the Discloser’s Confidential Information (i) to employees, consultants, and subcontractors that have a need to know such information, provided that the Recipient shall advise each such employee and consultant of their obligations to keep such information confidential; and (ii) to the extent that Recipient is legally compelled to disclose such Confidential Information pursuant to a subpoena or the order of any governmental authority; provide that, where possible and permitted by applicable law, the Recipient shall give advance notice of such compelled disclosure to the Discloser, and shall cooperate with the Discloser in connection with these efforts to prevent or limit the scope of such disclosure and/or use of the Confidential Information. Licensor shall ensure that its employees, agents, subcontractors, and sub-processors are subject to a duty of confidentiality with respect to Personal Data provided by Customer.
(c) Return of Confidential Information. Except as otherwise stated in the Documentation, upon termination of the Agreement, the Recipient shall securely destroy all Confidential Information in the Recipient’s possession. Notwithstanding the foregoing, the Recipient is not obligated to destroy Confidential Information (i) commingled with other information of the Recipient if it would be a substantial administrative burden to excise such Confidential Information; (ii) contained in an archived computer system backup made in accordance with the Recipient’s security or disaster recovery procedures; or (iii) required to be retained pursuant to applicable law, regulatory requirements, or post-termination obligations as stated in the Documentation, provided in each case that such Confidential Information remains subject to the obligations of confidentiality herein until its eventual destruction.
- Representations and Warranties.
(a) Each Party represents and warrants that (i) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation; (ii) it has the full right and power to enter into an agreement governed by these Terms of Service and fully perform its obligations hereunder; and (iii) the execution and delivery of the agreement governed by these Terms of Service and the performance of its obligations hereunder will not violate or conflict with any other agreement to which it is a party.
(b) Customer represents and warrants that both (i) its provision of any Customer Data or Personal Data to Licensor in connection with these Terms of Service; and (ii) the use, analysis, and/or Processing of such items by Licensor to perform and/or provide the Services, are, collectively, permitted under (x) all applicable laws, regulations, and regulatory guidance; and (y) the terms of Customer’s contracts with, notices to, or other consents from, its customers, contractors, suppliers, or other third parties.
- Disclaimer of Warranties. EXCEPT AS EXPRESSLY STATED IN THESE TERMS OF SERVICE, ALL LICENSOR INTELLECTUAL PROPERTY PROVIDED OR MADE AVAILABLE IS “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSOR AND ITS AFFILIATES MAKE NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE LICENSOR INTELLECTUAL PROPERTY OR ANY RELATED SERVICE, OR THE USE OR ABILITY TO USE ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION: (I) ANY IMIPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE, OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE; OR (II) THAT ANY OF THE LICENSOR INTELLECTUAL PROPERTY WILL MEET CUSTOMER’S REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, INTERRUPTED, TIMELY, SECURE, FREE OF BUGS OR VIRUSES OR OTHER DEFECTS, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY.
- Indemnification. With respect to these Terms of Service:
(a) Licensor Indemnification Obligation. Licensor shall indemnify, defend (at its option, in accordance with this Section), and hold the Customer, its Affiliates, and its and their respective directors, officers, employees, agents, and representatives, harmless from and against any third-party claim, and shall pay any losses, costs, liabilities, demands, damages, and expenses including reasonable attorneys’ fees (collectively, “Losses”) incurred as a result of any such third party claim, arising out of or relating to (except to the extent caused by a Customer’s breach of any of its obligations, representations, or warranties hereunder) (i) any actual or alleged infringement, violation, or misappropriation of any patent, trademark, or copyright to the extent based on any Licensor Intellectual Property, and/or any equipment, processes, and other resources used by Licensor in connection with the Customer Data (other than any technology, equipment, processes, and other resources provided by the Customer); or (ii) Licensor’s (x) material breach of any of its obligations, representations, and warranties hereunder and in the applicable Documentation; or (y) gross negligence or willful misconduct in the performance of its obligations under these Terms of Service and the applicable Documentation.
(b) Customer Indemnification Obligation. Customer shall indemnify, defend (at its option, in accordance with this Section), and hold Licensor, its Affiliates, and its and their respective officers, directors, employees, agents, and representatives, harmless from and against any third party claim, and shall pay any Losses incurred as a result of any such third party claim, arising out of or relating to (except to the extent caused by Licensor’s breach of any of its obligations, representations, or warranties hereunder) (i) any actual or alleged infringement, violation, or misappropriation of any patent, trademark, or copyright to the extent based on any Customer Data, and/or any equipment, processes, and other resources used by the Customer in connection with the Licensor Intellectual Property (other than any technology, equipment, processes, and other resources provided by Licensor); or (ii) the Customer’s (x) material breach of any of its obligations, representations, and warranties hereunder, including without limitation in the event that Customer’s use of the Services is found to violate consumer protection law, age discrimination law, human rights law, or other unlawful discrimination law; or (y) gross negligence or willful misconduct in the performance of its obligations under these Terms of Service, including without limitation in the event that Customer’s misuse of Personal Data results in any fines or penalties.
(c) Indemnification Process. If a Party entitled to indemnification hereunder (the “Indemnified Party”) becomes aware of any claim that it believes is subject to indemnification hereunder, the Indemnified Party will give the other Party (the “Indemnifying Party”) prompt notice thereof. Such notice (the “Claim Notice”) shall (i) provide the basis on which indemnification is being asserted; and (ii) be accompanied by copies of all relevant pleadings and other papers related to the claim and in the possession of the Indemnified Party. The Indemnifying Party may assume, at its sole option, control of the defense of the claim by sending notice of such assumption to the Indemnified Party on or before thirty (30) days after receipt of the Claim Notice to acknowledge responsibility for the defense of such claim and undertake, conduct, and control, through reputable independent counsel of its own choosing and at the Indemnifying Party’s sole cost and expense, the settlement or defense thereof. The Indemnified Party shall cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense, and the Indemnified Party shall have the right to participate, at its own expense, in the defense of such claim. The Indemnifying Party shall obtain the Indemnified Party’s consent to any compromise or settlement of a claim to the extent such compromise or settlement affects the rights of such Indemnified Party, which consent shall not be unreasonably withheld or delayed.
- Limitation of Liability.
NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY SET FORTH IN THESE TERMS OF SERVICE, EACH PARTY SHALL NOT BE LIABLE UNDER ANY LEGAL THEORY, INCLUDING TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING FOR LOSS OF PROFITS, DATAOR GOODWILL, REGARDLESS OF WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PARTY AGREES THAT, IN RELATION TO THE PROCESSING OF PERSONAL DATA FOR ITS OWN PURPOSES, IT IS FULLY LIABLE TOWARDS INDIVIDUALS FOR THE ENTIRE DAMAGES RESULTING FROM A VIOLATION OF PRIVACY AND DATA PROTECTION LAW OR OF THIS AGREEMENT. THE PARTIES AGREE THAT IF LICENSOR HAS PAID COMPENSATION, DAMAGES OR FINES, LICENSOR IS ENTITLED TO CLAIM BACK FROM CUSTOMER THAT PART OF THE COMPENSATION, DAMAGES OR FINES CORRESPONDING TO CUSTOMER’S PART OF RESPONSIBILITY FOR THE COMPENSATION, DAMAGES OR FINES.
NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY SET FORTH IN THESE TERMS OF SERVICE, AND EXCLUDING LIABILITY FOR NON-PAYMENT BY THE CUSTOMER OF FEES DUE UNDER THE APPLICABLE DOCUMENTATION, THE MAXIMUM AGGREGATE LIABILITY OF EACH PARTY AND ITS AFFILIATES OVER THE TERM FOR THE PROVISION THE SERVICES (AS SET FORTH IN THE APPLICABLE DOCUMENTATION) ARISING OUT OF OR RELATING TO SUCH SERVICES, EITHER INDIVIDUALLY OR IN A BUNDLE AS SET FORTH IN THE APPLICABLE DOCUMENTATION (INCLUDING, WITHOUT LIMITATION, INDEMNIFICATION OBLIGATIONS HEREUNDER) SHALL BE THE GREATER OF TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) OR THE NET FEES PAID OR PAYABLE FOR THE SERVICES BY THE CUSTOMER UNDER THE APPLICABLE DOCUMENTATION DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
- Privacy and Data Protection. To the extent the Agreement involves the Processing of Personal Data or Personal Information subject to Privacy and Data Protection Law, Licensor and Customer agree to comply with their respective obligations set forth in the Data Processing Agreement, including its Annexes, available as of the Effective Date at: Agreements and service terms – Ekata, or a successor location, all of which is incorporated into this Agreement by reference. The Privacy Policy for the Services applies to the Processing of Personal Data collected in the context of this Agreement and is available at https://www.mastercard.com/global/en/ekata-privacy-policy.html.
- Publicity. Customer grants to Licensor a limited, non-exclusive, revocable, non-sublicensable and non-transferable license to use Customer’s logos, Marks, and/or trade names in Licensor’s promotional and marketing materials for the sole purpose of identifying Customer as a customer of Licensor. Licensor may ask Customer’s permission, which shall not be unreasonably withheld, to participate in a case study or testimonial that may be published in a press release or marketing collateral.
- Notice. Licensor may provide Customer with notice of changes or for any other reason by displaying notices through the Licensor website or customer portal or by using any contact information provided by Customer. Customer agrees that notice by the foregoing means shall be deemed complete when posted by Licensor or transmitted to Customer. All legal notices to Licensor shall be delivered in writing and must be sent by either overnight courier or certified mail, return receipt requested, attention to Ekata Legal Department, at the addresses set forth in Section 20 below.
- Assignment. Neither Party may assign or transfer its rights or obligations granted under these Terms of Services and the Documentation by operation of law, contract, or otherwise, without the other Party’s written consent, such consent not to be unreasonably withheld; provided, however, that Licensor may, without the consent of Customer, delegate any obligations under these Terms of Service or assign these Terms of Service in whole or in part to an Affiliate capable of performing Licensor’s obligations hereunder. The Terms of Service shall be binding upon an inure to the benefit of the successors and permitted assigns of each Party.
- Licensor Entity. Unless otherwise agreed upon in an Order, the location in which Customer is based will determine its counterparty for these Terms of Service, as per the table below. Notwithstanding the foregoing, Mastercard Europe SA is the counterparty solely with respect to Annex 2 of the Data Processing Agreement (the “EU Addendum”) regardless of Customer’s location.
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Address of entity
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Customer’s Location
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2000 Purchase Street
Purchase, New York, 10577
United States
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United States
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2000 Purchase Street
Purchase, New York, 10577
United States
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Canada, Latin America (except for Argentina and Brazil)
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Avenida das Nações Unidas, 14.171, Rochaverá Corporate Plaza, Torre C, Edifício Crystal Tower 19th and 20th floors, São Paulo, State of São Paulo, Brazil
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Brazil
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Olga Cosettini 771, 2nd floor, City of Buenos Aires, Argentina
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Argentina
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198A Chaussée de Tervuren
Waterloo, Belgium, B-1410
Belgium
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Europe
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3 Fraser Street
DUO Tower #17-21/28
Singapore, 189352
Singapore
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Asia Pacific Countries (except India), Middle East and Africa.
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Business Bay, 10th Floor, Wing 1, Tower A, Survey no. 103, Opp Poona Club, Golf Course Road, Airport Road, Yerawada, Pune MH 411006
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India
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- Governing Law, Venue. These Terms of Service and all Documentation shall be governed and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws principles. Each Party irrevocably consents to the exclusive jurisdiction of the courts in Westchester County of the State of New York and the federal courts situated in the Southern District of New York, in connection with all proceedings related to these Terms of Service. Notwithstanding the foregoing, the parties agree that:
(a) for Asia Pacific and Middle East Africa countries, these Terms of Service shall be governed and construed in accordance with the laws of Singapore, and Licensor and Customer consent to the personal and exclusive jurisdiction of the courts of Singapore in connection with all proceedings related hereto. Unless expressly provided to the contrary, any person who is not a party to this Agreement shall have no right to enforce any of its terms under the provisions of the Contracts (Rights of Third Parties) Act (Cap. 53B)
(b) Annex 2 of the EU Addendum shall be governed by the laws of Belgium, and any dispute regarding same will be submitted to the Courts of Brussels, except as may be indicated otherwise within such EU Addendum.
- Entire Agreement. These Terms of Service and the applicable Documentation constitute the entire agreement between Customer and Licensor with respect to the subject matter set forth in these Term of Service.
- Third Party Beneficiaries. Nothing in these Terms of Service is intended to confer any rights or remedies on any Persons other than the Parties and their permitted successors and assigns.
- Severability. In the event that any provision of these Terms of Service conflicts with the law under which the Order or the applicable Documentation are to be construed, or is held invalid by a court with jurisdiction over the Parties to the Order or the applicable Documentation subjecting the Parties to these Terms of Service, (i) such provision will be deemed to be restated to reflect as nearly as possible to the original intentions of the Parties in accordance with applicable law; and (ii) the remaining provisions of these Terms of Service will remain in full force and effect.
- Force Majeure. Neither Party shall be liable for loss or damage, or for any delay or failure to perform its obligations under these Terms of Service, to the extent such loss, damage, or failure is caused by any act of God, natural disaster, fire, strike, embargo, war, threat of terrorism, insurrection, riot, denial of service attack, epidemic, pandemic, or contagious disease outbreak, or other cause or circumstance beyond the reasonable control of the Party; provided, however, that the foregoing shall not excuse any failure by such Party to take reasonable action to minimize the scope, extent, duration, and adverse effect of any such event.
- Compliance with Terms of Service and Documentation. Noncompliance by a Party with a specific term within these Terms of Service and/or applicable Documentation shall not relieve the other Party of its duty to comply with the terms and conditions relating to other provisions of the Terms of Service and/or applicable Documentation or to suspend performance thereof.
- Compliance with Laws. Each Party shall fulfill its obligations as stated in these Terms of Service in accordance with all applicable laws and regulations, including, without limitation, the Foreign Corrupt Practices Act, the U.K. Bribery Act, and all other applicable anti-corruption and anti-bribery laws, including those specifically set forth in below. In connection with Customer’s use of the Services, Customer shall comply with all applicable export, re-export, and import control laws and regulations of all applicable jurisdictions. Customer shall not engage in any activities related to these Terms of Service with a Person who is identified on the lists of specially designated nationals or blocked parties maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, or other relevant jurisdiction. Such list is currently accessible at: https://treasury.gov/ofac.
(a) Anti-money Laundering. At all times during the Term of the Agreement, Customer shall comply with all applicable laws relating to anti-money laundering (including, in the U.S., the Bank Secrecy Act, Title III of the USA PATRIOT Act, and the implementing regulations promulgated by the Financial Crimes Enforcement Network) and any related or similar applicable laws, issued, administered, or enforced by any government authority.
(b) Anti-corruption. Each Party shall fulfill and ensure that each of its employees, agents and contractors complies its obligations in accordance with all applicable laws and regulations, including, without limitation, the Foreign Corrupt Practices Act, the U.K. Bribery Act, and all other applicable anti-corruption and anti-bribery laws. The Customer must not, in connection with its business activities involving Mastercard: (i) make, promise, or offer to make any payment or transfer of anything of value or any other advantage directly or indirectly through a representative, intermediary, agent, or otherwise to any government official or to any other person for the purpose of improperly influencing any act, omission to act, or decision of such official or individual or securing an improper advantage to assist the Customer and/or the Mastercard in obtaining or retaining business; nor (ii) accept anything of value from any third party seeking to influence any act or decision of the Customer or in order to secure an improper advantage to that third party.
(c) Sanctions Regulations.
(i) Each Party hereby guarantees that it is neither on any sanctions list of the European Union, the United States, or the United Nations, nor are they subject to a corresponding embargo, and that the execution of this Agreement does not otherwise violate export control regulations during the term of this Agreement. The Parties shall not engage in dealings, directly or indirectly, with any entity or person or in any jurisdiction subject to European Union, the United States, or the United Nations sanctions regulations.
(ii) The Parties represent, warrant and covenant that each of it and its staff, subcontractors, agents and other third parties acting on its behalf: (a) is not named on any U.S. Department of Treasury Office of Foreign Asset Control Sanctions lists or any applicable foreign sanctions lists; (b) shall not, directly or indirectly, access, use, sell, export, reexport, transfer, divert, or otherwise dispose of all or any part of the Services or Documentation to any country (or national thereof) that is subject to antiterrorism controls or U.S. embargo, or to any other person or entity or destination prohibited by the laws of the U.S. or the laws of the Territory or any other applicable jurisdiction, without obtaining, at its own expense, prior authorization from the competent government authorities as required by those laws.
(iii) The Parties shall not engage in dealings, directly or indirectly, with any entity or person or in any jurisdiction subject to U.S. OFAC sanctions regulations. Each Party represents and warrants that it is currently not on any OFAC List, nor on any similar restricted party listings, including those maintained by other governments pursuant to applicable United Nations, regional or national trade or financial sanctions.
(iv) The Parties shall comply with all trade and economic sanctions programs relevant to where they do business, including trade and economic sanctions maintained by the Office of Foreign Assets Control (“OFAC”) and similar laws of the countries where the Parties are located. The Parties shall not engage in any conduct that would cause the other Party to violate applicable sanctions programs. The Parties shall notify the other party immediately if it becomes aware that it, its subcontractors, or related parties engage in activity prohibited by applicable sanctions. To the extent applicable, the Parties shall comply and shall ensure that each of its subcontractors and personnel complies, with all applicable laws (e.g., anti-bribery, corruption, export controls, sanctions) in connection with this Agreement. Each Party agrees to comply with all applicable laws and regulations in connection with this Agreement.
(v) Customer acknowledges that the Services, or a portion thereof, are subject to the Export Administration Regulations, 15 C.F.R. Parts 730-774, of the United States and may be subject to other applicable country export control and trade sanctions laws (“Export Control and Sanctions Laws”). Customer shall not, and shall not permit any of its end users of the Services, to access, use, export, re-export, divert, transfer, or disclose any part of the Services or any related technical information or materials, directly or indirectly, in violation of any applicable export control or trade sanctions law or regulation. Company represents and warrants that: (i) Company and Company’s end users (A) are not citizens of, or located within, a country or territory that is subject to U.S. trade sanctions or other significant trade restrictions (including without limitation Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine) and that Company and Company’s end users will not access or use the Services, or export, re-export, divert, or transfer the Services, in or to such countries or territories; (B) are not persons, or owned 50% or more, individually or in the aggregate by persons, identified on the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or Foreign Sanctions Evaders Lists; and (C) are not persons on the U.S. Department of Commerce’s Denied Persons List, Entity List, or Unverified List, or U.S. Department of State proliferation-related lists; and (ii) Company and Company’s end users located in China, Russia, or Venezuela are not Military end users and will not put the Services to a Military end user, as defined in 15 C.F.R. 744.21. Company is solely responsible for complying with the Export Control and Sanctions Laws and monitoring them for any modifications.
(d) Beneficial Ownership. Customer agrees to permit Licensor to perform Know Your Customer (“KYC”) operations and other applicable beneficial ownership due diligence during the Term and/or upon renewal of any Order.
- Amendment. Licensor has the exclusive authority to modify these Terms of Service. Each newly modified version of these Terms of Service shall replace the prior versions. Changes shall be effective on the date they are posted here. It is your responsibility to review these Terms of Use prior to each use of the Services. Customer’s continued use of the products and services will be subject to these amended Terms of Service as they are updated from time to time. Licensor may amend the Data Processing Agreement from time to time, and if such amendments are material, shall provide notification to Customer. If Customer does not raise any objections within ten (10) business days of receiving such notice, Customer will be deemed to have agreed to the new terms of such Data Processing Agreement.
- Modifications to Services. Licensor may change, suspend or discontinue any aspect of its products or services (including the Services) at any time, including the availability of any product, feature, database, or content. If Customer disagrees with such action, Customer’s exclusive remedy shall be to terminate the Agreement by providing ten business days’ written notice to Licensor, and to discontinue use of the Services.
- Waiver. The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of these Terms of Service, shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.
- Cumulative Remedies. Except where otherwise specified, the rights and remedies granted to a Party subject to these Terms of Service in connection with its execution of an Order or the date on which the Documentation otherwise becomes applicable are cumulative and in addition to, and not in lieu of, any other rights or remedies which a Party may possess at law or in equity.
- Insurance. Each Party shall maintain adequate insurance or shall self-insure at an appropriate level with respect to the business activities carried out by such Party in the ordinary course. Each Party shall furnish certificates of insurance to the other Party upon reasonable request.
- Order of Precedence. In the event of an express conflict between and among the provisions of these Terms of Service, a Data Processing Agreement, an Order, or applicable Documentation, the following order of precedence shall apply in descending order: (i) the Data Processing Agreement; (ii) an Order; (iii) certain Documentation identified by Licensor, as applicable; (iv) these Terms of Service; and (v) any other Documentation.
- Survival. The expiration or termination, for any reason, of an Agreement governed by these Terms of Service will not affect (i) the rights of either Party against the other that have accrued on or prior to the termination; or (ii) any provision that, by its nature, survives the termination of an Agreement governed by these Terms of Service, including the sections titled: “Confidentiality,” “Privacy and Data Protection,” the ownership provisions within the “Services Data” provision, “Indemnification,” “Limitation of Liability,” and “Miscellaneous,” which shall survive any termination or expiration of the Agreement.
- Country-Specific Terms. The following additional provisions apply to Customers and Users accessing the Services from and in the countries set forth below. Licensor may add and/or update country-specific terms from time to time, as may be required by applicable law, in combination with Licensor’s commercialization pipeline.
a) Canada. The prohibitions of Section 9(h) hereof shall also include, without limitation, any reliance by Customer on the Services to inform decision-making relating to: (i) the extension of credit; (ii) entering into or renewing tenancy agreements; (iii) employment purposes; (iv) underwriting of insurance involving consumers; or (v) assessing eligibility for any benefits. The fraud scoring provided hereunder is an automated tool to support Customer’s own fraud-prevention-related due diligence.
b) China. Customer warrants that its notice to Data Subjects pursuant to this Agreement shall have specified that Personal Data would be disclosed to Licensor (including Licensor’s contact information), the categories of Personal Data shared, and the purposes of the sharing. Consent for both data sharing and Processing by Licensor shall have been obtained by Customer at collection.
c) Germany. Customer agrees that it shall not rely on any result delivered via the Services that is calculated solely on the basis of an individual’s physical address in order to determine whether or not to contract with such individual for any reason. Further, Customer agrees to inform Data Subjects within Customer Data specifically about the potential use of their address data for identity verification and fraud prevention assessment.
d) Hong Kong. Customer agrees that all cybersecurity measures employed by Licensor through its privacy and security policies and programs are commercially reasonable and satisfactory to Customer.
e) India. Customer warrants that it shall not: (i) use the Services as a substitute for its know-your-customer compliance or decisioning; (ii) rely on the Services when making any decision regarding the extension of credit or a loan; or (iii) provide Licensor with any credit information. Customer agrees to indemnify Licensor and its Affiliates for any claims that may arise as a result of Customer providing Licensor or an Affiliate with any credit information. In addition, Customer warrants that it has complied with the Information Technology (Amendment) Act, 2008, and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011.
f) Indonesia. Customer shall have notified and/or obtained any relevant acknowledgments and/or approvals from relevant regulators or authorities as required in order to receive and use this Services from Licensor. Customer shall, upon request from Licensor, promptly provide any such assessments, acknowledgments and/or approvals to Licensor.
g) South Africa. Customer warrants that it is not subject to consumer protection laws applicable only to small businesses. For the avoidance of doubt, Customer has an annual turnover greater than ZAR 2 million.
h) Ukraine. Customer warrants that it does not and will not rely exclusively on the Services for Data Subject identification and verification purposes apart from in direct connection with fraud prevention. Customer agrees that the Services are advisory and are provided for informational purposes only.
