TERMS OF USE AGREEMENT

24METRICS / FRAUDSHIELD

This Services Agreement, together with any pricing statements and other agreements (collectively the “Agreement”), applies to and governs your use of the services and serves as the agreement between 24metrics GmbH, a Berlin corporation also doing business as Fraudshield (“We,” “Us,” or “Our”) and You (“You” or “Your”). You and We are each a “Party” and collectively referred to herein as the “Parties.” This Agreement is effective as of the date you activate your account (“Account Start Date”). By signing a Pricing Statement to accompany this AGREEMENT, by electronic signature or otherwise, or by accessing or using Our Services, You agree to be bound by this AGREEMENT and all terms incorporated by reference. Questions about this Agreement may be directed to: [email protected]

SUBJECT OF CONTRACT

The client sends data to the provider for data analysis. The provider analyses this data using the provider’s own algorithm to store and present the client’s data. The provided data will be stored / used to identify and abnormal Traffic to decrease his costs for unwanted marketing activities. A technical integration needs to be done on client side according to the technical instructions provided by the provider.

FREE TRIAL OFFER

The Provider offers the client a free trial (30 days) of Fraudshield Professional (499 USD) / Enterprise Edition (999 USD) / Dedicated Edition (1999 USD) according to the pricing on the website www.24metrics.com. The client agrees that the free trial ends automatically after 30 days and converts into the regular subscription if not cancelled prior. Volume above the included Conversions are billed at the respective rate Professional Edition (0.015 USD), Enterprise Edition (0.01 USD), Dedicated Edition (0.0085 USD) per Conversion.

PRICING

PROFESSIONAL EDITION:
Monthly Price – 499 USD (incl. 30.000 Conversions / Conversion Overcharge (0.015 USD)

ENTERPRISE EDITION:
Monthly Price – 999 USD (incl. 100.000 Conversions / Conversion Overcharge (0.01 USD).

DEDICATED EDITION:
Monthly Price – 1999 USD (incl. 250.000 Conversions / Conversion Overcharge (0.0085 USD)

Clicks are charged separately at 0.02 USD / 1000 Clicks.

1. DEFINITIONS

Capitalized terms used in this AGREEMENT are defined herein and incorporated by reference into the Pricing Statements. Capitalized terms defined in the Pricing Statements but not defined in the AGREEMENT are incorporated by reference herein.
“Billing Practices” has the meaning set forth in Section 4.1.
“Data” refers to all information that You collect or ask Us to measure and/or attribute through the Services.
“Fraudshield” refers to Our proprietary platform.
“Personal Data” refers to Data that is linked to an individual’s device and can specifically identify that individual. In the Fraudshield Platform, usernames, email address and phone numbers are considered Personal Data.

2. YOUR ACCOUNT

[This section explains Your responsibilities in connection with Your account and password.] You assume sole responsibility for maintaining the confidentiality and security of the username and password used to manage Your account. You agree to assume sole responsibility for all activities that occur under Your account or via use of Your password.

3. LICENSE

We hereby grant You a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to access, use and implement Our Services, Websites, Platforms and Materials (collectively, the “User Licenses”) subject to the terms of this Agreement. The User Licenses do not include or authorize: (a) any resale or commercial use of Our Materials therein.

4. BILLING PRACTICES AND PAYMENT

[This section explains our billing practices and your responsibilities in connection with payment for the services.]

4.1.

The terms of this section are collectively referred to as “Billing Practices.” You agree to be bound by our billing practices in effect at any given time. Additional information regarding term and termination, if any, may be located in a Pricing Statement.

4.2.

You authorize us to provide and bill for your use of the platforms and services, and such invoices shall be sent by email. All service fees (as described in the Pricing Statements) are payable according to this agreement in United States currency. You are responsible for any fees associated with sending a wire transfer and for any costs or indebtedness resulting from currency exchange. Payments made via automatic credit/debit card billing will appear on the active credit/debit card bill as “24metrics GMBH.” You acknowledge and agree that we will not be required to obtain additional authorization for each monthly billing. Payment is due upon receipt unless stated otherwise in a Pricing Statement.

4.3.

You are responsible for paying any and all applicable sales, use or withholding tax (if any) due to all taxing authorities arising from, or in connection with your participation in the platforms or use of the services including, without limitation, taxes and related fees, costs and penalties incurred by you, your partners and any third party network operators pursuant to the applicable state’s tax law.

4.4.

Except for termination, failure to use the platforms or the services does not constitute a basis for refusing to pay any of the associated service fees. You are responsible for all service fees incurred on or before the effective date of termination, even if such service fees do not become due and payable until after the effective date of termination. You will not receive any refund or prorated refund for amounts previously paid or amounts owed up to the effective date of termination. We reserve the right to send your account to collections for nonpayment and to use your information for debt collection purposes if your services are terminated.

4.5.

If You fail to make any scheduled payment for accrued Service Fees, such overdue amounts are subject to interest charges and your account may be suspended or deactivated for non-payment or pending chargeback disputes.

4.6

Provider’s product & services are billed on a subscription basis. The subscription is billed in advance, while usage is billed in arrears. Your credit card will be charged on the the first day of each month. All cancellation requests must be received prior to the following month’s bill being issued (i.e. if you wish to cancel, you must do so before the first of the following month). We cannot cancel accounts retroactively. For new customers, your first invoice is automatically generated after your 30-day trial. It is prorated to cover the remaining days in the month and to align your billing to a calendar-month cycle. All invoices thereafter are generated on the 1st of the month. We bill in whole-month increments only. In case of additional charges (e.g. Due to a overcharge of conversions) the extra charge will be added to the invoice of next month.

5. SUPPORT

As part of the Services, You will have access to phone, email or chat support from Our support team. Absent special circumstances, all support will be provided in the English Language.

6. DISCLAIMERS

[This section explains that We do not provide any warranties relating to the performance of the Services and are disclaiming any warranties that may be implied by law, to the extent the law allows.] EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE FULLEST EXTENT OF ALL APPLICABLE LAWS, THE WEBSITES (INCLUDING ALL INFORMATION THEREON), THE SERVICES AND PLATFORMS ARE PROVIDED BY US AS A NEUTRAL HOST AND ON AN “AS IS” BASIS, AND WE DISCLAIM:
(I)
ALL REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, REGARDING THE SERVICES, WEBSITES, OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE;

(II)
ANY WARRANTY THAT THE PLATFORMS, OUR PRODUCTS, SERVICES OR INFORMATION WILL OPERATE UNINTERRUPTED, ERROR-FREE, OR THAT THE SERVERS ARE FREE OF VIRUSES, SPYWARE, MALWARE OR OTHER HARMFUL COMPONENTS; AND

(III)
LIABILITY FOR ANY THIRD PARTY’S SECURITY METHODS AND PROTECTION PROCEDURES. FURTHER, WE MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE SERVICES AND/OR ASSOCIATED PRODUCTS. YOU MUST USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD. NO ADVICE OR INFORMATION, WHETHER VERBAL OR WRITTEN, WE GIVE THROUGH THE PLATFORMS, WEBSITES, AND THE MAT SDK AND/OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED HEREIN.
You acknowledge and agree that there are risks associated with utilizing an Internet-based service including, but not limited to, the risk of failure of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within Your account, including, but not limited to Your Data.

7. REPRESENTATIONS AND WARRANTIES

[This section explains the representations and warranties that You and We provide to each other.]

7.1.

You represent and warrant that, in the event You are collecting Data from end users directly (including, without limitation, through Your websites or services), You have provided to such end users legally-sufficient notice (including, without limitation, by posting a legally-sufficient privacy policy that discloses Your use of the Data for marketing purposes), and have obtained any legally-required informed consent from such end users, regarding the collection, use and sharing of any such user Data. Likewise, You represent and warrant that, in the event you are obtaining data about end users indirectly from one or more third parties (including, without limitation, partners, ad networks, publishers, advertisers, and/or data partners), You have contractually required each such third party to provide legally-sufficient notice to end users (including, without limitation, by posting a legally-sufficient privacy policy) at the point of data collection, and to obtain any legally-required informed consent from such end users, regarding any collection by such third party of any such user data (including, without limitation, IP addresses, mobile device identifiers, or other identifiers).

7.2.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. ALL OTHER EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. NEITHER PARTY SHALL MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE OTHER PARTY TO ANY THIRD PARTY.

8. LIMITATIONS OF LIABILITY


[This section explains that neither You nor We shall be liable for consequential or indirect damages, unless Your jurisdiction does not permit this exclusion, and that Your and Our liability for direct damages is limited.]

8.1.

IN NO EVENT SHALL YOU OR WE BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OUR SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED BY USING THE SERVICES, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO COMPANY RECORDS, PROGRAMS OR SERVICES.

9. INDEMNIFICATION

9.1. Claims Against You.

We, at Our own expense, will defend, indemnify and hold You harmless against any losses, damages, liabilities, penalties, costs and expenses, including without limitation reasonable attorneys’ fees, and pay any settlement amounts or awarded damages arising out of any third party claim, suit or action to the extent that such claim, suit or action is based upon an allegation that: (i) Our performance of any of Our obligations contemplated under this Agreement infringes on any rights of any third party (including, without limitation, any intellectual property rights, privacy rights or publicity rights); or (ii) We have breached any of Our obligations, representations or warranties hereunder. The foregoing obligations are conditioned on you promptly notifying us in writing of such claim.

9.2. Claims Against Us.

You, at Your own expense, will defend, indemnify and hold Us and Our Subsidiaries and Vendors and Suppliers and Our directors, officers, employees, shareholders and representatives harmless against any losses, damages, liabilities, penalties, costs and expenses, including without limitation reasonable attorneys’ fees, and pay any settlement amounts or awarded damages arising out of any third party claim, suit or proceeding, to the extent that such claim, suit or action is based upon an allegation that: (i) Your performance of any of Your obligations contemplated under this Agreement infringes any rights of any third party (including, without limitation, any trade secret, trademark, copyright, or patent or other intellectual property right of any third party, privacy rights or publicity rights); or (ii) You have breached any of Your obligations, representations or warranties hereunder. The foregoing obligations are conditioned on Us promptly notifying You in writing of such claim.

10. GOVERNING LAW AND JURISDICTION

10.1. This Agreement is governed by and construed in accordance with the laws of Berlin, Germany, without regard to principles of conflicts of laws.

11. DATA PROTECTION

11.1 Clients are obliged to inform their users about the option to reject analytics / tracking according to the respective data protection laws of the country. Where applicable users must have the option to opt out of analytics / tracking.
11.2 Deletion of existing Fraudshield Accounts: Clients who do not comply with the requirements have to delete their Fraudshield Account or Tracker, as this information has been collected illegally.

12. DATA RETENTION

We will retain your data for 3 months in order to provide you services by 24metrics.  If you wish to cancel your account or request that we no longer use your information to provide you services contact us at [email protected] We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.

13. SUSPENSION

Notwithstanding any of the provisions of this Agreement, We reserve the right to immediately suspend your use of the Services and Platforms (“Suspension”) where We believe that: (a) You breached this Agreement; (b) You or Your Partners are conducting commercial activities that are not fully compliant with all applicable local, state and federal laws and regulations.

14. UPGRAGE / DOWNGRADE POLICY

All customers who signed up for the services online have the ability to upgrade or downgrade their account at any time by going to Organization > Billing > Subscription > Change Plan. Upon upgrading or downgrading your account, you agree to be charged for the difference between the Professional, Enterprise and Dedicated Edition fees. Upon upgrading or downgrading, your account is immediately updated to the new overcharge threshold. You can also submit an upgrade request by contacting your account manager or [email protected]

15. TERMINATION

Upon termination, the following terms apply: (a) the User Licenses and any and all other licenses and rights granted to You in connection with this Agreement will immediately cease and terminate. You are responsible for any outstanding balances and balances incurred. To prevent future billing on your account, you must complete your cancellation before the first of the upcoming month. You may also submit a cancellation request to [email protected] Please note that since you may cancel your account at any time, we do not provide refunds. We bill in arrears for your usage and in advance for your monthly subscription fee.

16.CANCELLATION

If not agreed otherwise clients may cancel the service at any time. Cancellation requires to be in written form by sending an Email to [email protected] or by cancelling the service within the application inside the User Section / Billing. Service costs accrued until the end of current billing cycle and are be billed according the to applicable rate together with the respective base fee.

17. MISCELLANEOUS

17.1. FORCE MAJEURE

Other than for payment obligations arising hereunder, the Parties agree that neither You nor We will be liable for failure to perform caused by acts of God, fires, explosions, telecommunications, Internet or network failure, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity. You or We will give Us or You notice and will use commercially reasonable efforts to minimize the impact of any such event.

17.2. ELECTRONIC SIGNATURES

You acknowledge and agree that by submitting an electronic version of Your signature through an electronic signature program by accepting this Agreement. You are submitting a legally binding electronic signature and are entering into a legally binding contract.

17.3. SEVERABILITY AND SURVIVABILITY

If any provision or any portion of any provision of this Agreement is held to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining provisions hereof. The following sections will survive any termination of the Agreement: Ownership, Confidentiality, Pricing, Billing Practices and Payment, Representation and Warranties, Limitation of Liability and Indemnification.