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Create your FraudCentral account today and protect your network from illegal robocalls!
250 CPS VoiceGuard™ - Premium Robocall Mitigation Platform
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These FraudCentral Terms of Service ("Agreement") are entered into by and between FraudCentral LLC ("FraudCentral," "we," "us," or "our") and the entity placing an order for or accessing any FraudCentral Services ("Customer" or "you").
This Agreement sets forth the terms and conditions of your access and use of, and payment for, the robocall-mitigation software-as-a-service products and services that you use or order from us in connection with any FraudCentral ordering documents, online account registration, or order confirmations that reference this Agreement ("Order Form"). (Please note that there are other defined terms used in this Agreement; the definitions are in Section 13 below.) This Agreement will apply to your initial purchase on the Effective Date and any future purchases you make, including by accessing or using the Services or entering into any other Order Form that refers to this Agreement. In all events, by accessing or using any of our Services, you are accepting these Terms. Please note that THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN THROUGH JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES.
The "Effective Date" of this Agreement is the Term Start Date contained in the first Order Form referencing this Agreement.
Changes to this Agreement: From time to time, FraudCentral may change this Agreement. Unless we specify otherwise, changes become effective for Customer upon renewal of Customer's current Term (as defined below) or entry into a new Order Form. FraudCentral will use reasonable efforts to notify Customer of the changes through communications via Customer's account, email, or other means. Customer may be required to accept or otherwise agree to the modified Agreement before renewing a Term or entering a new Order Form, and in all events continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer's acceptance of such updated version. If FraudCentral specifies that changes to the Agreement will take effect before Customer's next renewal or order (such as for legal compliance or service-change reasons) and Customer objects to such changes, Customer may terminate the applicable Term and receive as its sole remedy a refund of any fees Customer has pre-paid for use of the applicable Services for the terminated portion of the Term.
1.1. Provision of Services. Each Service is provided on a subscription basis for a set term and in the designated quantities and rates designated on the Order Form, or, if no particular service-term is identified, then the ordered Services are provided for on a month-to-month basis (each, a "Term"). Customer will purchase and FraudCentral will provide the specific Services as specified in the applicable Order Form.
1.2. Access to Services. Customer may access and use the Services solely for its own benefit and internal business purposes, and in accordance with this Agreement, the Documentation, and any restrictions designated in the applicable Order Form. Use of and access to the Services is permitted only by Permitted Users.
Customer will not (and will not permit any third party to): (a) rent, lease, provide access to or sublicense the Services to a third party without FraudCentral's prior express written consent; (b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party without FraudCentral's prior express written consent; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and only upon advance notice to FraudCentral); (d) copy, modify, publish, or reproduce the Services, FraudCentral data, or any Documentation, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Services; or (f) publicly disseminate information regarding the Services or performance of the Services.
If FraudCentral makes access to any APIs available as part of the Services, FraudCentral reserves the right to place limits on access to such APIs (such as limits on the numbers of calls, messages, or requests). FraudCentral may also monitor Customer's usage of such APIs and limit the number of messages, calls, or requests Customer may make if FraudCentral believes that Customer's usage is in breach of this Agreement or may negatively affect the Services or otherwise impose liability on FraudCentral.
Customer and technical support for the Services may be contacted during normal business hours. Normal business hours are defined as 9am to 6pm Eastern Standard Time, Monday through Friday.
2.1. Rights in Customer Data. As between the parties, Customer will retain all right, title and interest (including any intellectual property rights) in and to the Customer Data as provided to FraudCentral. Subject to the terms of this Agreement, Customer hereby grants to FraudCentral a non-exclusive, perpetual, worldwide, irrevocable, royalty-free right to access, use, copy, store, transmit, modify, make derivative works of, and display the Customer Data to provide the Services contemplated hereunder, to otherwise improve the Services, and for all other lawful purposes. You hereby permit FraudCentral to alter and encode Your Data into other formats, store, process and transmit it via third parties and, optionally, any other devices and means of viewing agreed upon by You and FraudCentral as necessary or appropriate for FraudCentral to provide and/or augment or improve the Services. Notwithstanding the foregoing, FraudCentral reserves the right to audit, track, and/or monitor Customer's use of the Services to (a) enforce the provisions of this Agreement; (b) conform to legal requirements or comply with legal process; (c) protect and defend the rights or property of FraudCentral or any third-party, including FraudCentral's carrier-vendors and other suppliers; (d) respond to requests for identification in connection with a claim of copyright or trademark infringement, or alleged unlawful activity; (e) act to protect the interests of FraudCentral's customers and its network reliability and integrity generally; (f) conform to FraudCentral's contractual obligations with any third-party supplier; or (g) provide the Services. Customer understands, agrees, and consents to FraudCentral's monitoring, which under certain circumstances involves FraudCentral's application of its proprietary, internal analytics tools or third-party-provided analytics-based tools to identify potentially unlawful use of the Services, which in some instances may involve certain calls either being declined for further carriage or routed and handled separately for further monitoring, but in no event does FraudCentral's Services change the form or content of any given call. Customer agrees that this Agreement is sufficient notice to Customer of such monitoring to the extent any notice is required under applicable law. In the event FraudCentral is required by court order, statute, government regulation, subpoena, traceback request, or other
Customer will indemnify, defend and hold harmless FraudCentral from and against any and all losses, liabilities, claims, causes of action, demands, or damages of every kind brought by a third party, including all judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including expenses of litigation or arbitration, court or arbitration costs and attorneys' fees and other professional fees that FraudCentral may incur as a result of such third-party claims, demands, or causes of action (collectively, "Losses") arising out of or in connection with any claim arising from or relating to (a) Customer's alleged breach of or activities under this Agreement; or (b) Customer's use of the Services or Assets. Customer's indemnification obligations under this Section 2.4 shall apply regardless of who may be at fault or otherwise responsible under any statute, rule, or theory of law, including but not limited to theories of strict liability, including, but not limited to, claims relating to the Telephone Consumer Protection Act or similar state and federal laws, and even though the subject loss, damage, or injury may have been caused in whole or in part by the concurrent, active, or passive negligence of FraudCentral or a defect in the Services. This indemnification obligation is subject to Customer receiving (i) prompt written notice of such claim; (ii) the right to control and direct the investigation, defense, or settlement of such claim; and (iii) all necessary cooperation of FraudCentral at Customer's expense. Notwithstanding the foregoing sentence, (a) FraudCentral may participate in the defense of any claim by counsel of its own choosing, at its cost and expense and (b) Customer will not settle any claim without FraudCentral's prior written consent, unless the settlement fully and unconditionally releases FraudCentral and does not require FraudCentral to pay any amount, take any action, or admit any liability. As noted below, this Section 2.4 shall survive the termination of this Agreement.
Notwithstanding any other term of this Agreement, Customer agrees that FraudCentral may obtain and aggregate traffic, technical and other data about Customer's use of the Services that is non-personally identifiable with respect to Customer, the traffic or data it uses or introduces in connection with the Services, or its People ("Aggregated Anonymous Data"), and FraudCentral may use the Aggregated Anonymous Data for any lawful business purpose during and after the term of this Agreement, although FraudCentral agrees not to identify Customer as the source of any Aggregated Anonymous Data.
The Services may support integrations with certain Third-Party Platforms. In order for the Services to communicate with such Third-Party Platforms, Customer may be required to input credentials for the Services to access and receive relevant information from such Third-Party Platforms. By enabling use of the Services with any Third-Party Platform, Customer authorizes FraudCentral to access Customer's accounts with such Third-Party Platform. Customer is solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms and maintaining appropriate accounts in good standing with the providers of the Third-Party Platforms. Customer acknowledges and agrees that FraudCentral has no responsibility or liability for any Third-Party Platform or any Customer Data exported to a Third-Party Platform. FraudCentral does not guarantee that the Services will maintain integrations with any Third-Party Platform and FraudCentral may disable integrations of the Services with any Third-Party Platform at any time with or without notice to Customer. Customer acknowledges that this Agreement governs Customer's use of and access to the Services even if accessed through an integration with a Third-Party Platform.
"FraudCentral Properties" means certain software, intellectual property, integrations, code, APIs, databases, software development kits (SDKs) or other code or intellectual property provided by FraudCentral for access through or deployment on Customer Properties and through which FraudCentral provides its Services, but excluding any third-party properties, software, code or other assets over which FraudCentral has no meaningful right of control.
"Laws" means all applicable local, state, federal, and international laws, regulations, ordinances, rules, judgments, orders and conventions of a government, court, or tribunal of competent jurisdiction, and applicable wireless-messaging industry rules and guidelines, including, without limitation, those laws and Guidelines referenced in Section 2.3 above and any other then-applicable laws and guidelines related to marketing, telemarketing, data privacy and data transfer, communications, and the exportation of technical or personal data.
"People" (in the singular, "Person") means Customer's customers, the calling parties associated with any given call or call attempt, contacts, or potential customers with whom Customer communicates or for whom it carries traffic that is accessed, used or evaluated via the FraudCentral Services.
"Permitted User" means an employee or Contractor of Customer or its Affiliate who is authorized to access the Service.
"Sensitive Personal Information" means any of the following: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards ("PCI DSS"); (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act ("HIPAA"); or (iii) any other personal data of an EU citizen deemed to be in a "special category."
"Services" means the ability to access certain FraudCentral data, as well as functionality provided through FraudCentral's proprietary software-as-a-service solution(s), including, but not limited to, the Dashboard, FraudCentral application programming interfaces (APIs), FraudCentral Properties, and FraudCentral Apps, which, among other things, and depending on your particular Order Form, includes the ability to assess potentially unlawful call traffic and/or sources traversing your network and/or as made available via FraudCentral's knowledge and reporting tools.
"Taxes" means any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on FraudCentral's income.
"Third-Party Platform" means any software, software-as-a-service, data sources or other products or services not provided by FraudCentral that are integrated with any Services.