1.

General Definitions

1.1.

"Affiliate” of a Party means an entity that controls, is controlled by, or is under common control with such Party.

1.2.

“Agreement” means this Terms of Service, the referenced Schedules, and any accompanying or future Order Form you enter into under this Master Agreement.

1.3.

“API key” means the confidential unique security keys, tokens, passwords or other credentials for accessing and using the API provided by Fraudio to you.

1.4.

ATM withdrawal: Means a Transaction in which a Card holder receives money from an automated teller machine (ATM).

1.5.

Authorisations or Authorised: Means an affirmative response, by a card issuer to a request to effect a Transaction, that a Transaction is within the cardholder’s available credit limit and that the cardholder has not yet reported the Card lost or stolen.

1.6.

Auth-Captures: Means the confirmation by (or on behalf of) the merchant to the acquirer that a Transaction for which Merchant received an Authorisation is to be executed and the Account of the Account Holder is to be actually charged for the Transaction.

1.7.

Captures: Means the Transaction by which payments are secured once the payment has been Authorised.

1.8.

“Complete data” means the data you are required to provide to Fraudio for the Fraud Detection Services to operate.

1.9.

“Effective Date” means the earliest to occur: the effective date of the initial Order Form that references this Master Agreement, the date you execute the Master Agreement, or the date you first access or use any Fraud Detection Services.

1.10.

“Fees” means all amounts payable for Fraudio Fraud Detection Services under an applicable Order Form.

1.11.

“Fraud Detection Service” means software solutions and services developed by Fraudio in the field of fraud detection and prevention and risk mitigation, covering but not limited to payment transaction fraud detection (“Payment Fraud Detection”), merchant initiated fraud detection (“Merchant Fraud Detection”), and money laundering detection to aid anti-money laundering or AML efforts (“Money Laundering Detection)”.

1.12.

“Integration” means the period from the date of signing of the Order Form or the Project Start Date, whichever is later,  and up to the date, agreed by the parties. During this period, you shall perform all necessary actions to ensure the implementation of the service.

1.13.

“Intellectual Property Rights” means all worldwide intellectual property rights available under applicable laws including without limitation rights with respect to patents, copyrights, moral rights, trademarks, trade names, trade secrets, know-how, and databases.

1.14.

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

1.15.

“Merchant” means any business that accepts card-based payments via a physical swipe, by entering payment data manually or via a virtual swipe online which you process payment transactions for that are sent to Fraudio.

1.16.

“Order Form” means an order form, or similar agreement, including any exhibits, attachments or Schedules referenced therein or attached thereto, for the provision of Fraud Detection Services, entered into by the Parties, incorporated by reference into, and governed by, the Terms of Service.

1.17.

“Payment transactions” means the payment information from you or your merchants' transactions that you send to our API.

1.18.

Refund: Means a Transaction initiated by a merchant to effect a credit or Refund to a cardholder’s account and linked directly to a prior authorised and captured Transaction. This includes a Transaction initiated by a merchant that results in a credit to a card for a purpose other than refunding a purchase.

1.19.

“Schedule” means any of the schedules referenced herein or otherwise set forth on an Order Form..

1.20.

“System” means any application, computing or storage device, or network.

1.21.

“Supervisory Financial Authorities” means any public or supervisory authority to which the provided services or the related activities of Client may be subject on the Effective Date under Definitions

1.22.

Transaction: Means any purchase, return or Refund by a Card, for payment of goods and/or services provided to cardholders by the merchant, regardless whether the Transaction is approved or declined.

2.

Fraud Detection Services

2.1.

Services and Delivery. Fraudio develops software solutions and services in the field of fraud detection and prevention and risk mitigation, covering but not limited to payment transaction fraud detection (“Payment Fraud Detection”), merchant initiated fraud detection (“Merchant Fraud Detection”), and money laundering detection to aid anti-money laundering or AML efforts (“Money Laundering Detection”), together the “Fraud Detection Services”. Fraudio provides the Fraud Detection Services to Clients via application programming interfaces (“APIs”) by issuing unique API keys to each Client.

2.2.

Use of the API. You may only use the API so that you can receive fraud scores on your payment transactions and/or those of your merchants or any other use that was approved, in writing by Fraudio. You agree not to share your API key with any third party. You further agree that you are solely responsible for all actions attributed to your API Key and the subsequent use of Fraudio’s 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 behaviour will cover but is not limited to: performing a distributed denial of Service assault on the API or the Server, sharing their security information with unauthorised third parties, trying to gain unauthorised access to the Server or the data or sending corrupted, incomplete or poor quality data with the intention to influence Fraudio’s Fraud Detection Service.

2.3.

Cache. You may store data returned by the API for future use as long as you maintain an active Fraudio 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.

2.4.

Records of Usage Patterns. Fraudio retains query records for technical monitoring, service quality improvements, troubleshooting and billing purposes. Fraudio shall (a) not use the information in the query record for any purpose other than those mentioned above, and (b) shall maintain appropriate administrative, technical and physical security measures to protect this information against unauthorised access or disclosure.

2.5.

Modifications. Fraudio is constantly innovating in order to provide the best possible service. Fraudio reserves the right to make changes to its algorithm in a way that will not interrupt the basic format in which the data is provided so that no new integration work will be required by the Client.

2.6.

Upgrades. Any changes to the basic format of the data or to the way that you interact with the API that requires new integration work will be done in a version upgrade. If Fraudio plans to cease providing the current version of a Fraud Detection Service it will notify the Client of such intention via the email provided and the current version will become a "Deprecated Version"; for a period of 6 months after an announcement Fraudio will continue to operate the Deprecated Version of the service.

2.7.

Appropriate Conduct.   You agree that you are responsible for your own conduct and content while using the Service and for any consequences thereof. Your use of the Service must be in accordance with the documentation and the Agreement. You agree that for the improvement of Fraudio’s Fraud Detection Service performance you must comply with Fraudio’s requests to send additional data - for example historical data, or missing data for backfill purposes.

2.8.

Prohibited Uses.   You represent and warrant that your services do not and will not infringe on the intellectual property rights of any third party and will otherwise comply with all applicable laws.You must take commercially reasonable actions and precautions consistent with the industry standards to prevent the introduction and proliferation of Malicious Code.

2.9.

Integration period. During this period, you shall perform all necessary actions to ensure the implementation of the service and complete the testing with Fraudio to start sending live transactions to Fraudio’s APIs. You may request an extension of the integration period not later than 7 days before its completion, which will be granted at the sole discretion of Fraudio. The extension may not be granted in the case that the delay is due to the negligence of the Client. In case the delay is caused by Fraudio, an extension will be granted that is proportional to the delay. The standard Integration period will be 6 weeks.

2.10.

Modifications after the Integration Period. If for any reason you want to modify the content of your API call after the initial Integration period you must request Fraudio’s approval for the changes to be made at least two weeks before starting the process.

3.

Obligations

3.1.

Client Data Security Contact Obligation. Client is responsible for ensuring that Fraudio at all times has updated and accurate contact information for the appropriate person for Fraudio to notify regarding data security issues relating to the Fraud Detection Services, with such contact information to be updated in each Order Form and any subsequent changes to be provided by email to support@fraudio.com (with “Contact Detail Change” in the subject).

3.2.

Client’s Credential Security Responsibilities. Client acknowledges and agrees that it is responsible for (1) protecting the security of all your credentials used to access the Fraud Detection Services (with Fraudio also responsible for taking adequate steps to protect Client credentials to the extent such credentials are within the control of Fraudio); (2) securing any Client Systems to a high standard.

3.3.

Fraudio Responsibilities. Fraudio acknowledges and agrees that, as between the Parties and except to the extent caused by the action or intentional or negligent inaction of Client, Client’s employees or contractors, including without limitation any customizations or configurations of the Fraud Detection Services by Client or anything specified to be your responsibility above, Fraudio is primarily responsible for: (1) the operation of the Fraud Detection Services (including the user interface); and (2) implementing reasonable technical and organisational measures designed to protect the security of the foregoing.

3.4.

Restrictions on Use. You will not:

a.

copy, modify, disassemble, decompile, reverse engineer, or attempt to view or discover the source code of the Fraud Detection Services, in whole or in part, or permit or authorise a third party to do so, except to the extent such activities are expressly permitted by the Agreement or by law notwithstanding this prohibition;

b.

transfer or assign any of your rights hereunder except as permitted in writing by Fraudio; or

c.

during any free trial period granted by Fraudio, use the Fraud Detection Services for any purpose other than to evaluate whether to purchase the Fraud Detection Services.

3.5.

Cardholder Data Under PCI-DSS. You agree that you may not include in Client data sent to Fraudio any cardholder data as defined under PCI-DSS (“Cardholder Data”) unless you have entered into an Order Form that (i) specifies Fraudio then-current certification status under PCI-DSS; and (ii) explicitly permits you to process Cardholder Data within the Fraud Detection Services (including specifying the types and quantities of such data) and, and then only with respect to the APIs identified in such Order Form (the “PCI Permitted APIs”). If you have not entered into such mutually executed Order Form with Fraudio, or if you provide Cardholder Data to Fraudio other than through the PCI Permitted APIs, Fraudio will have no liability under the Agreement relating to Cardholder Data, notwithstanding anything in the Agreement or in PCI-DSS or any similar regulations to the contrary.

3.6.

Fraudio Authorised Access Obligation. Fraudio shall not access the Clients Systems except as authorised to do so by the Client in writing.

3.7.

Subcontracting. Fraudio may not subcontract the performance of any of its obligations under the Order without the prior relevant notification to Client and the latter’s consent. In such cases Fraudio shall remain fully liable towards the Client for the performance of the Order.

3.8.

Misleading advertisement and fraudulent misrepresentation of Fraudio. You will not hold yourself as a representative of Fraudio towards third parties. You will avoid any kind of misrepresentation in contracts signed between you and third parties concerning Fraudio's Fraud Detection Services in accordance with article 6:228 (a) of the Dutch Civil Code. You will not falsely advertise the use of Fraudio’s Fraud Detection Services to third parties, either implicitly or explicitly, without implementing Fraudio’s Fraud Detection Service by not sending the transactions of those parties to Fraudio. Any fraudulent or negligent act that violates this clause will be penalised in accordance with clause 10.4.

4.

Payment Terms/ Charges / Invoicing and Payment Terms

4.1.

Fees. You agree to pay Fraudio the fees applicable to your usage of Fraud Detection Services as specified in the Order Form. All fees charged by Fraudio exclude any taxes, duties, tariffs or other similar charges, and you agree to pay any and all of the foregoing related to the API or other products or services you receive from Fraudio (excluding taxes based on Fraudio’s net income.)

4.2.

Payment of Fees. Unless you pre-paid for a fixed-usage API key, usage fees will be calculated at the end of each calendar month and an invoice will be issued and sent to you by email. All fees payable hereunder shall be paid by you to Fraudio within 5 days following issuance of an invoice (or 30 days if you are approved to pay by means other than credit card). Late payments will be subject to a 5% per month late fee (or the maximum amount allowed by applicable law, if less). If you did not pay on time and your account was placed for collection with a third-party, you agree to pay a collections fee in the amount of the greater of two hundred dollars ($200.00) or twenty five percent (25%) of the amount placed for collection, whichever amount it higher, to compensate Fraudio for the administrative expenses of managing collection through a third party. If payments are not made within 60 days, Fraudio reserves the right to cancel the account.

4.3.

Fee Calculation and Invoicing. Within five (5) business days after the last day of each month Fraudio shall notify the  Client in writing, with a pro-forma invoice, with regard to the precise number of the transactions for charge of the  respective month and the amount that will be charged in excess of the minimum fee (if such a minimum fee is agreed  in the Order Form). The Client shall, within five (5) business days of receiving the pro-forma invoice, either  approve it or send a notice of complaint concerning the data considered. If the Client does not respond by taking  either action the invoice in question will be deemed approved on the sixth business day.

4.4.

Taxes. All fees on the Order Form and charged by Fraudio exclude any taxes, duties, tariffs or other similar charges.  The Client agrees to pay any and all of the foregoing related to the Fraud Detection Services or other it  receives from Fraudio (excluding taxes based on Fraudio’s net income.) If the transaction contemplated is exempt  from a tax noted on an invoice, Client shall provide Fraudio with a valid exemption certificate or other evidence of  such exemption in a form reasonably acceptable to Fraudio. The Parties shall cooperate with each other in minimising  applicable tax. Fraudio shall provide to the Client original or certified copies of all tax payment receipts or other  evidence of payment of taxes by Fraudio with respect to transactions or payments upon request.

4.5.

Suspension of Service. If the payment of Client’s Fees is overdue by more than sixty (60) days, Fraudio may  immediately suspend or delay the provision of Fraud Detection Services to the Client.

4.6.

Notice of Complaint. A notice of complaint concerning amounts invoiced shall be sent in writing, within thirty (30) days of receipt of the disputed invoice. Such notice shall contain the following information: date and number of disputed invoice, amount in dispute, reason for dispute and supporting documentation as appropriate. Presentation of the complaints shall not release the Client from payment within the due date of the invoice of that part of the sum not subject to dispute. The result of the complaints shall be notified by Fraudio to the Client in writing within fifteen (15) calendar days from the date such complaints are received. If the complaint is accepted, Fraudio shall refund any sum that may already have been paid by the Client, by offsetting against the next invoice or, in case of the final invoice, by bank transfer. Any dispute in relation to any invoice shall not affect Fraudio’s right to payment of undisputed amounts or the Parties’ obligations to perform under the agreement.

4.7.

Refunds.  If your account was credited for any reason, you may choose to receive the funds or keep the balance in your account for future use.

4.8.

Expiration of credits. Credits will expire within six (6) months from the signing date of the Order Form. This period will be extended to twelve (12) months from the signing date in fixed term agreements. Unused credits will expire immediately without a refund or payment from any unused amount.

4.9.

Absence of Integration. In the event that,

a.

an Integration Plan that is expressly required in the Order Form is not signed by the Client within ninety (90) days from the Order Form signing date or

b.

Integration is not completed or Client does not start sending billable API calls to Fraudio’s APIs as agreed in the Order Form and Project Integration Plan.

Fraudio will start invoicing Platform Fees on a monthly basis which will be deducted from the Annual Minimum Fee, specified in the Order Form.

5.

Intellectual Property

5.1.

Intellectual Property. Except for the limited licences expressly set forth in an applicable Order Form or Schedule, Fraudio retains all Intellectual Property Rights and all other proprietary rights related to the Fraud Detection Services. Clients will not delete or alter the copyright, trademark, or other proprietary rights notices or markings appearing within the Fraud Detection Services as delivered to you. Client agrees that the Fraud Detection Services are provided on a non-exclusive basis and that no transfer of ownership of Intellectual Property Rights will occur. Client further acknowledges and agrees that portions of the Fraud Detection Services, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets and other Intellectual Property Rights of Fraudio and its licensors.

6.

Confidentiality

6.1.

For the purposes of this agreement, “Confidential Information” means non-public or proprietary information of the Parties, whether in verbal, written, graphic or electronic form. “Confidential Information” does not mean or include information that (a) was in the public domain at the time of disclosure, or entered the public domain subsequent to the time of such disclosure through no fault of any of the Parties, (b) was known to any of the Parties prior to its disclosure hereunder, as demonstrated by documents in existence at the time of the disclosure, (c) becomes known to the Parties, without restriction, from a source other than them, without breach of this Master Agreement by any of the Parties and otherwise not in violation of any Party’s rights, or (d) is explicitly approved for release by written authorization of any of the Parties.

6.2.

The Confidential Information of the disclosing Party may be used by the recipient only for the purpose of performance of the Fraud Detection Services and not for its own benefit or for the benefit of any third party. The Parties agree that they will not reproduce, make use of, disseminate, or in any way disclose Confidential Information to any person other than the persons mentioned in this Master Agreement and the Order Form.

6.3.

The Parties agree that they shall disclose Confidential Information only to those of their employees and/or executives and/or managers and/or subcontractors who need to know such information to the extent that is necessary for the performance of this Master Agreement and the Order Form and who have agreed, either as a condition to their employment agreements or in order to obtain the Confidential Information, to be bound by the same or substantially the same or equivalent confidentiality terms and conditions to those contained in this Master Agreement.

6.4.

The Parties agree that they shall treat all Confidential Information with the same degree of care as they accord to their own confidential information and the Parties represent that they exercise due care to protect their own confidential information.

6.5.

The existence of any business discussions between the Parties shall not be disclosed by the Parties to any form of public media without mutual agreement of the Parties. Notwithstanding anything to the contrary in this agreement, the Parties may disclose Confidential Information to the extent necessary to respond to a valid order by a court or other governmental body, as required by law, or as necessary to establish their rights under this agreement. In the event that any of the Parties receives a court order, or is otherwise required by law to disclose any Confidential Information, this Party will notify the other Party immediately upon receipt of such court order or other document requiring disclosure, such that the other Party has time to object and/or move for a protective order. Except as may ultimately be required by such court order or law, or in order to establish their rights, both Parties’ obligations with regard to such Confidential Information, as set forth above, will survive the termination or expiry of the Master Agreement however arising and shall continue in force indefinitely.

6.6.

All Confidential Information made available herein, including copies thereof, shall be returned or destroyed upon the first to occur of (a) completion of the Fraud Detection Services; (b) request by the discloser, unless the recipient is obliged by law to retain such Confidential Information.

7.

Advertising

7.1.

Use of Client’s Name and Logo. In consideration of the pricing and other terms offered to you in this Agreement, you shall permit Fraudio to display your official corporate logo on Fraudio’s owned websites and marketing materials, in a manner consistent with the display of other logos of Fraudio’s clients.

7.2.

Case Study. If parties have agreed to carry out a Case Study, Client will collaborate with Fraudio to provide all the necessary information for the success of the case study.

8.

Data Protection

Terms governing data protection are set forth in the applicable Schedule(s).

9.

Term and Termination

9.1.

Term. The Agreement will become effective on the Effective Date and will continue in full force and effect until terminated by either Party pursuant to this Section 9 (Term).

9.2.

Termination. The Agreement may be terminated (i) by either Party on thirty (30) days’ prior written notice if (a) there are no operative Order Forms outstanding or (b) the other Party is in material breach of the Agreement and the breaching Party fails to cure the breach prior to the end of the notice period; or (ii) by Fraudio upon sixty (60) days’ prior written notice following Client receipt of a notice that Client is delinquent in the payment of undisputed Fees; or (iii) providing the Fraud Detection Service could, well documented, create a security risk or unjustified technical burden as determined by Fraudio in its reasonable good faith judgement, (iv)  Fraudio is declared bankrupt by a court or competent jurisdiction.

9.3.

Survival. In the event of any termination or expiration of the Agreement for any reason, terms regarding Intellectual Property, Confidentiality, Data Protection, Limitation of Liability and Effect of Termination Clauses shall survive termination. Neither Party shall be liable to the other Party for damages of any sort resulting solely from terminating the Agreement in accordance with its terms.

10.

Liability and Warranties

10.1.

Limitation of Liability. To the fullest extent permitted by applicable law in no event shall either Party’s cumulative and aggregate liability under this Agreement for damages exceed the fees paid to Fraudio by Client under the applicable Order(s), including prior Orders for the same Fraud Detection Services, in the 12 months preceding the event giving rise to the liability. The exclusions and limitations in this Section apply whether the alleged liability is based on contract, tort, negligence, or any other basis, even if the non-breaching Party has been advised of the possibility of such damage.

10.2.

The exclusions and limitations in this Section shall not apply to losses arising out of a Party's failure to comply with its confidentiality obligations under the Agreement, or Client’s payment obligations to Fraudio under the Agreement.

10.3.

The limitation of liability as set out in this Clause will not apply in case of:

a.

any proven theft, fraud or fraudulent misrepresentation by it or its employees; or,

b.

willful misconduct and gross negligence; or,

c.

abandonment of the agreement or lack of due diligence by the Client or Fraudio; or

d.

breach by Client of the regulatory obligations.

10.4.

Misrepresentation liability.  In the event that you have been falsely advertising the use of Fraudio's Fraud Detection Service as detailed in Section 3.8, you will be liable and immediately forced to pay a penalty of € 50,000 (fifty thousand) or 24 months of Fraudio’s Service fees plus damages (actual, consequential, for loss of profits, goodwill, use, data or other intangible losses), whichever amount is higher. Fraudio reserves the right to submit the matter to the jurisdiction of the competent Court according to the governing law.

10.5.

Warranties. Fraudio represents that: (i) the Fraud Detection Services will be delivered and performed in a workmanlike and professional manner by individuals who have skill and experience commensurate; (ii) it is duly organised, validly existing and in good standing under the laws of its jurisdiction; (iii) it has the power and authority to execute and perform under this Master Agreement; and (iv) this Master Agreement constitutes a valid and binding obligation enforceable in accordance with its terms. Client represents that: (i) the information provided to Fraudio for the implementation of this Master  Agreement, the supply of the Fraud Detection Services is and will be accurate and complete in all material  respects; (ii) it is duly organised, validly existing and in good standing under the laws of its jurisdiction; (iii) it has the  power and authority to execute and perform under this Master Agreement; (iv) this Master Agreement constitutes a  valid and binding obligation enforceable in accordance with its terms.; (v) all Fraud Detection Services provided  will be in accordance with the applicable regulatory financial provisions of the relevant Supervisory Financial  Authorities as provided and implemented by Client and Fraudio shall demonstrate due diligence upon request in  order to comply with the aforementioned

11.

Indemnity clause

11.1.

Indemnity. You agree to hold harmless and indemnify Fraudio from and against any third party claim arising from or in any way related to your use of the Service, violation of the Agreement or any other actions connected with use of Fraudio services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Fraudio will provide you with written notice of such claim, suit or action.

12.

Agreement Information

12.1.

Entire Agreement. This Agreement embodies the entire understanding between the Parties with respect to the subject matter hereof and supersedes any and all prior understandings and agreements, oral or written, relating thereto.

12.2.

Governing Law. This Agreement is governed by Dutch law. Any disputes arising from this Agreement shall exclusively be referred to the competent court of Amsterdam, the Netherlands. Both Parties and their legal representatives agree to use the English language when allowed by the circumstances.

12.3.

Third Party Beneficiaries. Nothing in this Master Agreement should be construed  to confer any rights to third party beneficiaries, apart from the Client transferring rights to any affiliate Company belonging to the same Group of Companies.

12.4.

Notices. All notices and other communications provided for herein shall be in writing and shall be delivered either by courier service, either by bailiff, either mailed by certified or registered mail to the primary contact persons set in the Order Form (except otherwise agreed for individual issues) or sent by telecopy.

12.5.

Severability. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions shall not be affected thereby.

12.6.

Interpretation and scope. Capitalised terms have the meanings attributed to them in this Master Agreement. In case of a conflict between the provisions of the general terms of the Master Agreement or any other documents   agreed between Fraudio and the Client, such conflict will be resolved in accordance with this order of priority: The Order Form; Other Exhibits and its Schedules; the general terms of the Master Agreement; any other document incorporated by a reference in the Master Agreement or the relevant Exhibit. If Parties agreed on a data processor agreement, as stipulated by the GDPR, this will prevail above the Order Form. The aforementioned documents together with the general purchase terms of this agreement constitute the (“Agreement”).