INTRODUCTION/OVERVIEW

The general intent behind ThreatMetrix’s Terms of Service is to create and sustain an environment where on-line internet commerce providers (“Merchants”) can jointly protect against fraud.

By registering with ThreatMetrix Fraud Control Center (the “Site”), a Merchant is given a broader ability to leverage ThreatMetrix Device Intelligence directly and from the ThreatMetrix community in terms of sharing and analyzing fraud information. This increased access comes with increased responsibility on the part of the Merchant to contribute and interact with the ThreatMetrix community in an accurate and constructive way to solve fraud. To this end, ThreatMetrix has established some basic rules of usage.

Some of the Device Intelligence available from ThreatMetrix is generated by the greater Site’s community. ThreatMetrix purposefully limits its involvement submitted Device Intelligence. ThreatMetrix cannot be held accountable for the any of the Device Intelligence or content itself.

ThreatMetrix TERMS OF SERVICE

PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE (“Agreement”) CAREFULLY BEFORE USING THIS WEBSITE (the “Site”). This Site at ThreatMetrix.com is fully controlled and operated by ThreatMetrix, (“ThreatMetrix”, “we”, or “us”). By accessing and using this Site, located at http://fraudcontrol.threatmetrix.com/ or any of ThreatMetrix’s other URLs, you are hereby agreeing to be legally bound by this Agreement. This Site is available ONLY TO approved Merchants operating legitimate e-commerce websites. By completing the registration process for this Site, you represent that you are a representative of a legitimate e-commerce website, and can and will be legally bound by this Agreement. If you do not agree with all of the following terms and conditions, please do not use this Site. We reserve the right, at our sole discretion, to change, modify or otherwise alter these terms and conditions at any time. Such changes and/or modifications shall become effective immediately upon the posting thereof. Please review this Agreement to keep yourself apprised of any changes. Your continued use of the Site following the posting of changes and/or modifications will constitute your acceptance of the revised terms and conditions.

POLICY DATE:

This policy was last updated on August 30, 2007.

PRIVACY POLICY

ThreatMetrix recognizes the importance of protecting your privacy. Any registration, personally identifiable, or other information you share with us is subject to the terms of our Privacy Policy which can be found at www.ThreatMetrix.com.

DESCRIPTION OF SERVICE

You may access or obtain unique services, products, information, and community offerings (“Services”) provided by ThreatMetrix. through ThreatMetrix.com as a service to the Internet community, as offered on our Site.

ThreatMetrix is a community based fraud protection service that allows Merchants to examine session details from users (“Customers”) to their own website. To achieve this the merchant must configure their website appropriately by following the Site. Additionally the site gathers quantitative and qualitative information that are indicators of a level of fraud risk across the community. As part of our service we collect and maintain information about our Merchants, their website Customers Device Intelligence and submissions from the Merchants or other community members. This information may change or be updated without notice at any time. Please remember, that we do not warrant or guarantee in any way: 1) that any information gathered or displayed on our Site is suitable for any purpose, is final, definitive and sufficient for decision making purposes; or 2) that the information from the Site is the result of people accurately entering their fraud risk transactions.

The more data that members of the ThreatMetrix community commit to the Site by managing their own fraud and non-fraud transactions, the richer the ThreatMetrix experience becomes for the individuals and for the entire ThreatMetrix community. Merchants’ registration or transaction data are not made available to other Merchants in ways that would allow the information to be attributable to a single individual unless a Merchant. Merchant’s Customer’s Device Intelligence and fraud activity is collected by the Site – if a Merchant flags a specific transaction as “Declined” (and/or some other flags) the association of this fraud indicator to Device Intelligence will be available to other Merchants who are visited by the same Device. No other Merchant or Customer specific information is available to other Merchants.

ThreatMetrix intends to foster and open forum for the inquiry and exchange of information. Much of the content or information available on ThreatMetrix is created by our Merchants. ThreatMetrix in no way warrants or guarantees the quality, veracity, value, or appropriateness of any of the information or content created by or for our Merchants, sponsors, or affiliates. Additionally, none of the poll related content on our Site can be assumed to reflect the beliefs, values, or intentions of ThreatMetrix. ThreatMetrix does, however, retain the right to edit, delete, modify, or alter any way information or content posted on its Site at its sole discretion. Additionally ThreatMetrix retains the right to re-use, copy, and/or re-produce any information or content posted on its Site.

CONSENT TO ELECTRONIC COMMUNICATIONS AND EMAIL SOLICITATION

When you register for Services, you agree that we may provide you with information and other materials or advertisements regarding products, services, and other offers from time to time, the terms of which are described in our Privacy Policy. Such communications may take the form of email messages or other means of communication including automated means. Communications will be made to the contact information provided to us in the registration process. MORE INFORMATION REGARDING THE COLLECTION AND USE OF YOUR INFORMATION IS AVAILABLE IN OUR PRIVACY POLICY AT www.threatmetrix.com.

YOUR REGISTRATION OBLIGATIONS

In this Agreement “you” refers to the person who registers to become a Merchant of ThreatMetrix. In consideration of your use of the Service, you represent that you are of legal capacity to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself and the Merchant you represent as prompted by the Service’s registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or any information that ThreatMetrix has reasonable grounds to suspect is untrue, inaccurate, not current or incomplete, ThreatMetrix has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). To obtain some specific Services, you will be required to designate a User and Merchant ID and password. You are responsible for maintaining the confidentiality of the ID and password, and are fully responsible for all activities that occur under your ID or password. You agree to immediately notify ThreatMetrix of any unauthorized use of your ID or password or any other breach of security. You also agree to exit from your account at the end of each session. ThreatMetrix cannot and will not be liable for any loss or damage arising from your failure to do so. For more information on security, see our Privacy Policy.

Merchant CONDUCT

Without limitation, ThreatMetrix reserves the right to terminate your access to and use of the Services.

Also if, in our view, your conduct fails to meet any of the following guidelines:

  • You shall not misrepresent your identity or personal characteristics, or impersonate any person.
  • You shall not list as referrals any email addresses that are fake, fictitious, or made up.
  • You shall not attempt to interfere with any other Merchant’s or ThreatMetrix use of the Services.
  • You shall correctly configure your own site to interact with the Site
  • You shall not hold yourself out as sponsored by, endorsed by, or affiliated with the ThreatMetrix site without expressly establishing partnership agreement with ThreatMetrix.
  • You shall not attempt to gain unauthorized access to ThreatMetrix’s database or other computer systems.
  • You shall not attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by ThreatMetrix in connection with the ThreatMetrix website or the Services.
  • You shall not engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Services or the ThreatMetrix website.
  • You shall not store unencrypted customer credit card numbers or user passwords.
  • Your configuration of your own site to interact with the Site does not disrupt, diminish the quality of, interferes with the performance of, or impairs the functionality of, the Services or the ThreatMetrix website.
  • You shall not use any portion of the ThreatMetrix website or the Services for any unlawful purpose.
  • All judgments concerning the applicability of these guidelines shall be at the sole and exclusive discretion of ThreatMetrix.

PROPRIETARY RIGHTS

ThreatMetrix and its licensors have expended substantial time, effort, and funds to create ThreatMetrix and its Services. All Site software, design, text, information, data, databases, images, photographs, illustrations, audio clips, video clips, artwork, graphic material, or other copyrightable elements, the selection and arrangements thereof, and other content (collectively, the “Content”) are the property of ThreatMetrix and/or its subsidiaries, affiliates, assigns, licensors or other respective owners and are protected, without limitation, pursuant to U.S. and foreign copyright and trademark laws.

Copyrights. All Content of this Site are either Copyright 2007 ThreatMetrix, or are the proprietary property of ThreatMetrix’s suppliers, affiliates or licensors. No copyrighted material or other Content may be reproduced, modified, create derivative works from, displayed, performed, published, distributed, disseminated, broadcasted or circulated to any third party (including, without limitation, the display and distribution of the Content via a third party website or other networked computer environment) in ways other than those expressly enabled by ThreatMetrix without the express prior written consent of ThreatMetrix. Use of ThreatMetrix and/or its licensors’ Content is only permitted with their express written permission. All rights reserved.

Trademarks and Service Marks. ThreatMetrix, ThreatMetrix.com, the ThreatMetrix logo, are including without limitation, either trademarks, service marks or registered trademarks of ThreatMetrix, and the products and services described or offered in this Site, are either the trademarks, service marks or registered trademarks of ThreatMetrix, its suppliers, licensors, or affiliates, and may not be copied, imitated or used, in whole or in part, without ThreatMetrix’s prior written permission or that of our suppliers or licensors. Other product and company names may be trade or service marks of their respective owners.

Submissions: You agree that any materials, including but not limited to Device Intelligence, fraud decisions, assertions, questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, provided by you in the form of e-mail or submissions to ThreatMetrix, or postings on this Site, are non-confidential (subject to our Privacy Policy) We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use of these materials for any purpose, commercial or otherwise, without acknowledgment or compensation to you. The submission of any materials to ThreatMetrix, including the posting of votes or materials to any poll, forum or interactive area, irrevocably waives any and all “moral rights” in such materials, including the rights of paternity and integrity.

You further agree that you will not disassemble, decompile, reverse engineer or otherwise modify the Content. Any unauthorized or prohibited use may subject the offender to civil liability and criminal prosecution under applicable federal and state laws.

ACCURACY OF INFORMATION

ThreatMetrix DOES NOT REPRESENT OR WARRANT THAT MATERIALS IN THIS SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR SUITABLE FOR ANY PURPOSE. ThreatMetrix is not responsible for typographical errors or omissions relating to pricing, text, or other materials. Furthermore, while ThreatMetrix attempts to ensure your access and use of the Site is safe, ThreatMetrix cannot and does not represent or warrant that this Site or its server(s) are free of viruses or other harmful components.

DISCLAIMER OF WARRANTIES

THE WEB SITE AND THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ASSOCIATED WITH IT ARE PROVIDED “AS IS.” ThreatMetrix, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, AND THIRD PARTY PROVIDERS TO THE SITE DISCLAIM ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE WEB SITE AND ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES PROVIDED HEREIN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. USE OF ThreatMetrix’S SERVICES IS AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ThreatMetrix, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, AND THIRD PARTY PROVIDERS TO THE SITE ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF ThreatMetrix’ SERVICES OR THEWEB SITE, OR WITH THE DELAY OR INABILITY TO USE THE WEB SITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES OBTAINED THROUGH THE WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE WEB SITE, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF ThreatMetrix, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, AND THIRD PARTY PROVIDERS TO THE SITE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. Notwithstanding the foregoing, in no event shall ThreatMetrix liability to you for any and all claims, damages, losses, and causes of action (whether in contract, tort or otherwise) exceed the amount paid by you, if any, for accessing this Site.

THIRD PARTY HYPERLINKS

The appearance of external hyperlinks and/or postcards generated by third parties does not constitute endorsement by ThreatMetrix, its subsidiaries and affiliates of the opinions or views expressed by these third party websites and ThreatMetrix does not verify, endorse, or take responsibility for the accuracy, currency, completeness or quality of the content contained at these sites. Furthermore, ThreatMetrix is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such sites. As such, neither ThreatMetrix nor its subsidiaries and affiliates will be responsible for any errors or omissions or for the results obtained from the use of such information contained in these sites. Finally, ThreatMetrix will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these third party hyperlinked sites.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless, ThreatMetrix, its affiliates, and their respective officers, directors, employees, agents, licensors, representatives, and third party providers to the Site from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of this agreement by you. ThreatMetrix reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with ThreatMetrix in asserting any available defenses.

DISPUTES

Any controversy or claim arising out of or relating to this Agreement, ThreatMetrix, or the provision of the Services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in New South Wales Australia, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Either you or ThreatMetrix may seek any interim or preliminary relief from a court of competent jurisdiction in New South Wales, Australia necessary to protect the rights or property of you or ThreatMetrix (or its agents, suppliers, and subcontractors) pending the completion of arbitration. If there is a dispute between participants on this Site, or any third party, ThreatMetrix is under no obligation to become involved. In the event that you have a dispute with one or more Merchants, you hereby release ThreatMetrix, their officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and / or our service. If you are a California resident, you waive California Civil Code Section 1542, which says “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

This Agreement contains the entire understanding and supersedes all prior understanding of the parties hereto relating to the subject matter hereof, and cannot be changed or terminated orally. If any provision of this Agreement is found to be illegal or unenforceable, the Agreement will be deemed curtailed to the extent necessary to make it legal and enforceable and will remain, as modified, in full force and effect. This Agreement and all matters or issues collateral thereto will be governed by, construed and enforced in accordance with the Laws of New South Wales applicable to contracts executed and performed entirely therein (without regard to any principles of conflict of laws), and jurisdiction for any court action in the State of New South Wales, Australia.