Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Vyndarix ("Company," "we," "our," or "us") governing your access to and use of our fraud detection and risk management platform, including any associated software, APIs, documentation, and services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, you may not access or use the Services.

2. Description of Services

Vyndarix provides enterprise fraud detection, risk management, and financial crime prevention solutions, including but not limited to:

• Real-time transaction monitoring and fraud detection
• Machine learning-powered risk scoring and analysis
• Anti-money laundering (AML) compliance tools
• Account takeover protection
• Behavioral analytics and pattern recognition
• API integration and data processing services
• Reporting, analytics, and case management tools

3. Account Registration and Security

3.1 Account Creation

To access the Services, you must create an account by providing accurate, current, and complete information. You agree to update this information to maintain its accuracy.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must:

• Use strong, unique passwords and enable multi-factor authentication
• Notify us immediately of any unauthorized access or security breach
• Ensure authorized users comply with these Terms
• Not share credentials or allow unauthorized access

3.3 User Access Management

You may grant access to authorized users within your organization. You are responsible for managing user permissions and ensuring all users comply with these Terms and applicable laws.

4. Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You shall not:

• Use the Services for any unlawful purpose or in violation of any applicable laws or regulations
• Attempt to gain unauthorized access to the Services, other accounts, or computer systems
• Interfere with or disrupt the integrity or performance of the Services
• Transmit viruses, malware, or other malicious code
• Reverse engineer, decompile, or disassemble any aspect of the Services
• Copy, modify, or create derivative works of the Services
• Resell, sublicense, or transfer your access to the Services without authorization
• Use the Services to process data in violation of data protection laws
• Use automated systems to access the Services in a manner that exceeds reasonable usage
• Circumvent or disable security features or usage limits

5. Data Processing and Privacy

5.1 Customer Data

"Customer Data" means all data, including personal data, that you submit to the Services for processing. You retain all ownership rights in your Customer Data.

5.2 Data Processing

We will process Customer Data solely for the purpose of providing the Services and in accordance with your instructions. Our data processing practices are described in our Privacy Policy and any applicable Data Processing Agreement.

5.3 Your Responsibilities

You represent and warrant that:

• You have all necessary rights and consents to provide Customer Data to us
• Your use of the Services complies with all applicable data protection laws
• You have provided appropriate notices and obtained necessary consents from data subjects
• Customer Data does not infringe third-party rights

5.4 Aggregated Data

We may create anonymized, aggregated data derived from Customer Data that does not identify you or any individual. We may use such aggregated data to improve our Services, develop new features, and for research purposes.

6. Fees and Payment

6.1 Fees

You agree to pay all fees as specified in your Order Form or subscription agreement. Fees are based on the Services selected and usage levels.

6.2 Payment Terms

Unless otherwise specified, fees are invoiced in advance and due within thirty (30) days of the invoice date. All fees are non-refundable except as expressly stated in these Terms.

6.3 Taxes

All fees are exclusive of taxes. You are responsible for paying all applicable taxes, except for taxes based on our net income.

6.4 Late Payments

Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend access to the Services if payment is more than thirty (30) days overdue.

7. Intellectual Property

7.1 Our Intellectual Property

The Services, including all software, algorithms, models, documentation, trademarks, and other intellectual property, are and remain our exclusive property. These Terms do not grant you any ownership rights in the Services.

7.2 License Grant

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable license to access and use the Services during the subscription term for your internal business purposes.

7.3 Feedback

If you provide feedback, suggestions, or ideas about the Services, we may use such feedback without obligation to you.

8. Confidentiality

8.1 Definition

"Confidential Information" means all non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

8.2 Obligations

Each party agrees to: (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information; (b) not disclose Confidential Information to third parties except as permitted; and (c) use Confidential Information only for purposes of performing under these Terms.

8.3 Exceptions

Confidentiality obligations do not apply to information that: (a) becomes publicly available without breach; (b) was known prior to disclosure; (c) is independently developed; or (d) is rightfully received from a third party.

9. Service Level Agreement

We commit to providing the Services with a target uptime of 99.9% measured monthly, excluding scheduled maintenance. If we fail to meet this commitment, you may be eligible for service credits as described in your Order Form or our Service Level Agreement.

We will provide reasonable advance notice of scheduled maintenance and will endeavor to perform maintenance during low-usage periods.

10. Warranties and Disclaimers

10.1 Our Warranties

We warrant that:

• The Services will perform materially in accordance with the documentation
• We will provide the Services with reasonable skill and care
• We have implemented appropriate security measures as described in our Security page

10.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the Services will detect all fraud or eliminate all risk. Fraud detection involves inherent uncertainties, and you acknowledge that some fraudulent transactions may not be detected.

11. Limitation of Liability

11.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE THEORY OF LIABILITY.

11.2 Liability Cap

OUR TOTAL LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11.3 Exceptions

These limitations do not apply to: (a) breaches of confidentiality obligations; (b) indemnification obligations; (c) your payment obligations; or (d) liability that cannot be limited by law.

12. Indemnification

12.1 Your Indemnification

You agree to indemnify and hold us harmless from any claims, damages, or expenses arising from: (a) your breach of these Terms; (b) your Customer Data; (c) your violation of applicable laws; or (d) your negligence or willful misconduct.

12.2 Our Indemnification

We will indemnify you against third-party claims that the Services infringe valid intellectual property rights, provided you promptly notify us, give us control of the defense, and cooperate with us.

13. Term and Termination

13.1 Term

These Terms commence on the date you accept them and continue for the subscription term specified in your Order Form. Subscriptions automatically renew for successive periods unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current term.

13.2 Termination for Breach

Either party may terminate these Terms if the other party materially breaches and fails to cure such breach within thirty (30) days of written notice.

13.3 Termination for Convenience

Either party may terminate for convenience by providing ninety (90) days' written notice. No refunds will be provided for prepaid fees upon termination for convenience.

13.4 Effect of Termination

Upon termination: (a) your access to the Services will cease; (b) you must pay any outstanding fees; (c) we will delete your Customer Data within ninety (90) days unless legally required to retain it; and (d) provisions that by their nature should survive will survive termination.

14. General Provisions

14.1 Governing Law

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.

14.2 Dispute Resolution

Any disputes arising from these Terms shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Delaware.

14.3 Modifications

We may modify these Terms by posting updated terms on our website. Material changes will be communicated via email or platform notification. Continued use of the Services after changes constitutes acceptance.

14.4 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

14.5 Severability

If any provision is found unenforceable, the remaining provisions will continue in effect.

14.6 Entire Agreement

These Terms, together with any Order Form and applicable policies, constitute the entire agreement between the parties regarding the Services.