Terms of Service

These FraudCentral Terms of Service ("Agreement") are entered into by and between FraudCentral LLC. and its Affiliates ("FraudCentral," “we,” “us,” or “our”) and the entity or person placing an order for or accessing any FraudCentral Services ("Customer" or "you"). If you are entering into this Agreement on behalf of your company, you represent that you are authorized to do so on behalf of your company, and all references to "you" or "Customer" in this Agreement refer to your company.

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 date of (a) Customer's initial access to any Service (as defined below) through any order process, online provisioning, or registration, or, if otherwise expressly provided for in an Order Form, (b) the effective date of 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. If we provide Customer API keys or passwords to access the Services on FraudCentral's systems, Customer will require that all Permitted Users keep API keys, user ID and password information strictly confidential and not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. If Customer is accessing the Services using credentials provided by a third party, then Customer will comply with all applicable terms and conditions of such third party regarding provisioning and use of such credentials. Customer will be responsible for any and all actions taken using Customer's accounts and passwords. If any Permitted User who has access to a user ID is no longer an employee (or Contractor) of Customer, then Customer will immediately notify their FraudCentral account representative to facilitate the termination of such Permitted User's access to the Service.

1.3. FraudCentral Apps. To the extent FraudCentral provides FraudCentral Apps for use with the Services, subject to all the terms and conditions of this Agreement, FraudCentral grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Term to use the object code form of the FraudCentral Apps internally, but only in connection with Customer's use of the Service and otherwise in accordance with this Agreement.

1.4. Deployment of FraudCentral Properties. Subject to all the terms and conditions of this Agreement, FraudCentral grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Term to copy the FraudCentral Properties in the form we provide on Customer Properties solely to support Customer's use of and access to the Service and otherwise in accordance with the Documentation and this Agreement. In certain use-cases, Customer must implement FraudCentral Properties on the Customer Properties to enable features of the Services. Customer will implement all FraudCentral Properties in strict accordance with the Documentation and other instructions we provide. Customer acknowledges that any changes made to the Customer Properties after initial implementation of FraudCentral Properties may cause the Services to cease working or to function improperly and that FraudCentral will have no responsibility for the impact of any such Customer changes.

1.5. Contractors and Affiliates. Customer may permit its Contractors and its Affiliates' employees and Contractors to serve as Permitted Users, provided Customer remains responsible for compliance by such individuals with all the terms and conditions of this Agreement, and any use of the Services by such individuals is for Customer’s sole benefit.

1.6. General Restrictions. 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.

1.7. FraudCentral APIs. 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.

1.8. Support. 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 governmental request to disclose Customer information (including, but not limited to, CPNI) to the authorities, Customer understands and consents to FraudCentral’s cooperation with such efforts. Customer must and agrees to inform its subscribers of the provisions of this Compliance with Laws insofar as Customer provides any of such subscribers’ traffic to FraudCentral for its provision of Services hereunder.

2.2. Storage of Customer Data. FraudCentral does not provide an archiving service. FraudCentral agrees only that it will not intentionally delete any Customer Data from any Service not in accordance with its customary document-retention policies and practices, which it reserves the right to amend without notice. FraudCentral expressly disclaims all other obligations with respect to storage.

2.4. Indemnification by Customer. 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.

2.5. Aggregated Anonymous Data. 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.

4.1. FraudCentral Assets. Customer acknowledges that it is obtaining only a limited right to access and use the Services and that no ownership rights are being conveyed to Customer under this Agreement. Customer agrees that FraudCentral (or, as applicable, its licensors or suppliers) retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Services and all Documentation, and any and all related and underlying technology and documentation and any derivative works, modifications or improvements thereof, including those that may incorporate Feedback (collectively, "FraudCentral Assets"). Except as expressly set forth in this Agreement, no rights in any FraudCentral Assets are granted to Customer. Further, Customer acknowledges that it has no right to obtain a copy of any of the Services, except for FraudCentral Properties and the FraudCentral Apps in the format provided by FraudCentral and in accordance with this Agreement.

4.2. Feedback. Customer may submit Feedback to FraudCentral. FraudCentral may freely use or disclose Feedback in connection with any of its products or services, and you irrevocably, non-exclusively license to us rights to exploit such Feedback.

5.1. Term and Renewals. Unless otherwise specified on the applicable Order Form, the standard subscription term to the Service is one year (from the Effective Date), and each one-year Term will automatically renew for additional one-year renewal periods unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Term.

5.2. Fees and Payment. All fees are as set forth in the applicable Order Form and will be paid by Customer in advance of the commencement of the applicable Term. Except as expressly set forth below in Sections 7 (Limited Warranty) and 9 (Indemnification), all fees are non-refundable. Customer is responsible for paying all Taxes. All Taxes are excluded from any fees set forth in the applicable Order Form. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less, and to the extent FraudCentral pursues legal action to recover any amounts due it under this Agreement, Customer also agrees to pay FraudCentral’s attorneys’ fees and other costs of pursuing such recovery in court or arbitration or any other means.

5.3. Payment Via Credit Card. If you pay for the Services via credit card, debit card, or other payment card ("Credit Card"), the following terms apply:

5.4. Suspension of Service. If Customer's account is thirty days or more overdue, in addition to any of its other rights or remedies (including any termination rights), FraudCentral reserves the right to suspend Customer's access to the Services without liability to Customer until such amounts are paid in full. FraudCentral also reserves the right to suspend Customer's access to the Services without liability to Customer if Customer's use of the Services is in violation of this Agreement.

6.1. Term. This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms.

6.2. Termination for Cause. Either party may terminate this Agreement (including all Order Forms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

6.3. Effect of Termination. Upon any expiration or termination of this Agreement, Customer will immediately cease all use of and access to all Services (including any and all related FraudCentral Assets) and delete (or, at FraudCentral's request, return) any and all copies of the Documentation, any FraudCentral passwords or access codes and any other FraudCentral Confidential Information in its possession. Customer acknowledges that following termination it will have no further access to any Customer Data input into any Service, and that FraudCentral may delete any such data as may have been stored by FraudCentral at any time.

6.4. Survival. The following Sections will survive any expiration or termination of this Agreement: 1.6 (General Restrictions), 2 (Customer Data and Duties), 4 (Ownership), 5.2 (Fees and Payment), 5.3 (Payment Via Credit Card), 6 (Term and Termination), 7 (Warranty Disclaimer), 8 (Limitation of Remedies and Damages), 9 (Indemnification for Infringement Claims), 10 (Confidential Information) and 12 (General Terms).

CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT THE FRAUDCENTRAL SERVICES ARE INHERENTLY IMPERFECT AND OFFERED ON AN AS-IS BASIS, AS IT IS IMPOSSIBLE TO IDENITFY ALL POTENTIALLY UNLAWFUL TRAFFIC ACCURATELY AND IN REAL- OR NEAR-TIME. WITHOUT LIMITING OUR EXPRESS WARRANTIES AND OBLIGATIONS HEREUNDER, FRAUDCENTRAL HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIAL, SERVICES, OR SOFTWARE. EXCEPT FOR OUR EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT SUCH DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW

8.1. INDIRECT DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL FRAUDCENTRAL BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF FRAUDCENTRAL HAD BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION 8.1 SHALL NOT LIMIT (A) CUSTOMER’S LIABILITY ARISING FROM ITS BREACH OF SECTION 2; (B) EITHER PARTY’S LIABILITY ARISING FROM SUCH PARTY’S BREACH OF SECTION 10 (CONFIDENTIAL INFORMATION); OR (C) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO THIS AGREEMENT.

8.2. DIRECT DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL FRAUDCENTRAL BE LIABLE TO CUSTOMER FOR ANY DIRECT DAMAGES, COSTS OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID OR PAYABLE BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM AT ISSUE. THIS SECTION 8.2 SHALL NOT LIMIT (A) YOUR LIABILITY ARISING FROM YOUR BREACH OF SECTIONS 2 OR 5; OR (B) EITHER PARTY’S LIABILITY ARISING FROM SUCH PARTY’S BREACH OF SECTION 10 (CONFIDENTIALITY); OR (C) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO THESE TERMS. THE PROVISIONS OF THIS SECTION 8 ALLOCATE THE RISKS PURSUANT TO THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.

9.1. Indemnification by FraudCentral. We will defend, indemnify, and hold you harmless from and against all claims, demands, actions, and suits (“Claim”) brought or threatened against you by a third party and any damages, liabilities, losses, settlements, judgments, costs and expenses (including, without limitation, reasonable attorney’s fees and costs) (“Losses”) related thereto alleging and establishing that the use of the FraudCentral Services as permitted hereunder infringes or misappropriates a third party copyright, trade secret, or patent (“Infringement Claim”).

9.2. Infringement Options. If your use of the FraudCentral Services has become, or in FraudCentral’s opinion is likely to become, the subject of any valid Infringement Claim, FraudCentral may at its option and expense: (a) procure for you the right to continue using the FraudCentral Services as set forth herein; (b) modify the FraudCentral Services to make them non-infringing; or (c) if the foregoing options are not reasonably practicable, terminate these Terms and refund you any unused pre-paid fees. This Section 9.2 states your exclusive remedy, for any Claim by a third party alleging that the use of the FraudCentral Services as permitted hereunder infringes or misappropriates a third party copyright, trade secret, trademark or patent.

9.3. Limitations. FraudCentral will have no liability or obligation with respect to any (a) Claim and any Losses related thereto arising out of your use of the FraudCentral Services in breach of this Agreement or (b) Infringement Claim and any Losses related thereto arising out of the combination, operation, or use of the FraudCentral Services with other applications, portions of applications, products, or services where the FraudCentral Services would not by themselves, and without modification, be infringing.

10.1. Confidentiality. Each party (as "Receiving Party") agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any FraudCentral Assets, performance information relating to any Service, and the terms and conditions of this Agreement will be deemed Confidential Information of FraudCentral without any marking or further designation required. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for FraudCentral, Subcontractors), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 10 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 10. The Receiving Party's confidentiality obligations will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in writing in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

10.2. Service Provider. You agree that (1) you and not FraudCentral are responsible for complying with the California Consumer Privacy Act of 2018 (Cal. Civ. Code § 1798.100 et seq.) ("CCPA") and similar laws; (2) FraudCentral is a "service provider" under CCPA and processes Personal Information on your behalf, acting under your direction when you disclose to FraudCentral Personal Information of consumers who are your and your customer’s (or their customers’ or their customers’ and so on) communication recipients; and (3) you and your Data are not subject to General Data Protection Regulation or any similar law or regulation that prohibits collection, distribution, processing and storage of the data you provide FraudCentral as contemplated under this Agreement, and that if you are, you will enter into a separate written agreement with FraudCentral detailing its rights and duties as a data processor. ‎With respect to the CCPA, FraudCentral and you hereby agree that FraudCentral is a service provider to you with ‎respect to the Personal Information. FraudCentral is prohibited from (a) selling any Personal Information, and (b) retaining, using, ‎or disclosing Personal Information for any purpose other than for the specific purpose of performing the Services, which, for ‎the avoidance of doubt, also prohibits FraudCentral from retaining, using, or disclosing Personal Information outside of its direct ‎business relationship with you or for any other commercial purpose; provided, however, that FraudCentral and you agree that FraudCentral may use Personal Information as permitted by the CCPA. ‎"Personal Information" means any information that FraudCentral has ‎collected, accessed, received, used, disclosed, stored, transmitted, retained or otherwise processed on behalf of you pursuant to FraudCentral's provision of Services to you under this Agreement and that constitutes "personal information," ‎under the CCPA. To the extent you cannot use the Services to directly perform such actions and provide such information, ‎FraudCentral will promptly take actions and provide information as you may request to help you ‎fulfill requests of consumers to exercise their rights under the CCPA, including, ‎without limitation, verifiable consumer requests to access, delete, opt out of the sale of, or receive information about the ‎processing of, Personal Information pertaining to them. ‎This assistance will be provided to you at FraudCentral's then-current fees.

Customer hereby grants FraudCentral a revocable right to use Customer's name and logo on FraudCentral's web site and in FraudCentral promotional materials and to disclose Customer as a customer of FraudCentral. Customer agrees to provide FraudCentral notice of any revocation of this right and 30 days for FraudCentral to remove any reference to Customer on FraudCentral’s website.

12.1. Assignment. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Customer may not assign this Agreement without FraudCentral’s advance written consent, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party's assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 12.1 will be null and void.

12.2. Severability. If any provision of this Agreement will be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect.

12.3. Agreement to Arbitrate; Governing Law. Before bringing a formal legal action arising out of or relating to this Agreement, the parties agree to attempt to resolve any disputes arising out of this Agreement through informal dispute resolution means.

12.4. Notice. Any notice or communication required or permitted under this Agreement will be in writing to the parties at the addresses set forth on the Order Form or at such other address as may be given in writing by either party to the other in accordance with this Section and will be deemed to have been received by the addressee (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch or (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail.

12.5. Amendments; Waivers. Except as otherwise provided herein, no supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.

12.6. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.

12.7. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, pandemic, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

12.8. Subcontractors. FraudCentral may use the services of subcontractors and permit them to exercise the rights granted to FraudCentral to provide the Services under this Agreement, provided that FraudCentral remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement and (ii) for the overall performance of the Services as required under this Agreement.

12.9. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.

12.10. Export Control. In its use of the Services, Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (i) Customer represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country, (ii) Customer will not (and will not permit any of its users to) access or use the Services in violation of any U.S. export embargo, prohibition or restriction, and (iii) Customer will not submit to the Services any information that is controlled under the U.S. International Traffic in Arms Regulations.

12.11. Construction. Both parties to this Agreement will be considered the Agreement’s author and agree that these terms result from negotiations between the parties. Any ambiguities that exist shall not be construed against either party.

12.12. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will be considered one and the same agreement.

"Affiliate." means any entity under a party’s control, where "control" means ownership of or the right to control greater than 50% of the voting interests of that entity.

"Contractor." means an independent contractor or consultant that is not a FraudCentral competitor.

"Customer Data." means any information, call data (including call signaling and/or STIR/SHAKEN data), data, text, messages, or other materials that are made available to us, submitted to, or sent to or received from Customer or Customer’s People via the Services by or on behalf of Customer, including, without limitation: (a) data submitted, uploaded, imported to or sent via the Services by Customer (including from Third Party Platforms) and (b) data sent or provided to, by or about People (including call data, SMS, MMS, chat, and messages and logs thereof) that are exchanged, provided, or accessed using the Services.

"Customer Properties." means the telephony, switching and/or messaging systems, websites, apps, or other tools owned and/or operated by Customer (or for its benefit, including, without limitation, those systems and devices through which Customer’s agents and employees use the Services) and through which Customer uses the Services.

"Dashboard." means FraudCentral's user interface for accessing, using, and administering the Services, which Customer may access via the web or, if and as available, the FraudCentral Apps.

"Documentation." means technical user documentation provided with the Services, including, without limitation, onboarding documentation, launch guides, and FAQs, as revised from time to time.

"Feedback." means suggestions, comments, questions, or other feedback relating to any FraudCentral product or service.

"FraudCentral App." means any mobile application, browser web app, or desktop client software included in the applicable Service that FraudCentral makes available to you for use in connection with the Services.

"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 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.