Terms and conditions for the provision of SaaS and support services

Thank you for using Nethone!

The services will be provided by Nethone sp. z o.o., with its registered office at Plac Europejski 1, 00-844 Warsaw, Poland (“Nethone”). These Terms and Conditions apply to services provided through the nethone.com website site and through its mobile version (the “Website”).

These Terms and Conditions represent a binding contract between you or the company you represent and Nethone, and by creating an account or otherwise accessing the services offered through the Website, you expressly agree to be bound by them. If you do not agree to be bound by the Terms and Conditions, you may not use the Services.

By using our Services, as defined in Section 1 below, you attest that:

• you are of 18 years of age or older and have a full legal capacity to enter into a binding Terms and Conditions with us; and/or
• you are duly authorized to enter into the Terms and Conditions with us on behalf of the company you represent. 

You can access our Services free of charge through the Website by creating a user account (hereinafter the “User Account”). 

To create a User Account, you are required to provide a valid name, e-mail address and create a password.

You are only allowed to use the Services to test their fitness for purpose for the future use in business to business relationship. The use of Services for non-business related purposes (as a consumer) is prohibited.

1. Scope of Services

Based on these Terms and Conditions, Nethone will provide you (hereinafter the “Client”) with global trust intelligence services, transactional data analytics, device identification services, attribution, and probability assessment services, which will include:

• access to Nethone's Panel (dashboard with KPIs, profiling session deep dives, connection graphs, etc.), API and Profiler JavaScript/mobile SDK
• support services
• enable 24/7/365 online assessment of user riskiness with real-time recommendation hereinafter jointly referred to as the “Services”.

2. Fees

Nethone makes available a test version of its Services for the purpose of assessment of the offered solution free of charge.

3. Duration and Termination

3.1. The Services as described in Section 1 shall commence on the day of registration and will be provided for a period of 14 days.

3.2. Upon the lapse of the 14 days period (the “Trial Period”), the Client will have a possibility to extend the provision of services through an annex to this Terms and Conditions. You hereby acknowledge that you will be contacted by Nethone’s representative for the purpose of feedback collection and providing you with information on payment plans for extension of Services.

3.3. Nethone is entitled, at its own discretion, to terminate provision of Services to the Client and/or suspend the User Account with an immediate effect in the event of breach by the Client of obligations stipulated in Sections 9 and 10 of the Terms and Conditions.

4. Provision of Nethone’s Services

4.1. As result of the Services, Nethone will provide Client with a real-time recommendation and certain parameters regarding a transaction, operation or request initiated by the Client’s (potential) client (the “Recommendation”). The Client acknowledges and agrees that the result of the Services will only constitute a recommendation for the Client and is not intended to constitute an automated decision. The decision whether to proceed with a transaction, operation or request will be made solely by the Client and Nethone is not responsible for any consequences of such decision. The Services are provided to the Client through API and/or Profiler JavaScript/mobile SDK and/or Nethone’s on-line Panel.

4.2. Nethone shall exercise commercially reasonable efforts according to professional standards to provide Client with the Services as set forth in the Terms and Conditions.

4.3. The Client shall be responsible for ensuring that:

• the user names and passwords are kept confidential and are not shared with any third parties outside of Client’s organization; and
• each set of user name and password is personal to the individual user and may not be transferred from one user to another, nor can it be shared between the users within the Client’s organization. In the event that a user’s license needs to be disabled or moved, Client shall inform Nethone and Nethone will disable or move the license to a new user within two (2) business days’ of receiving written or electronic notice of such a request; and
• Nethone is immediately informed if the Client suspects that security or confidentiality of any of its usernames or passwords may have been compromised in any way; and

4.4. Client may only access Nethone’s Panel, API and/or Datafeed (additional data shared by Nethone in the response to the API call) for its own use and for non-commercial testing purposes. The Client may not share any of the information obtained through the Service with any third parties.

4.5. Client recognizes that the Services provided by Nethone may be unavailable from time to time for a number of reasons, including, without limitation:

• equipment malfunction,
• periodic maintenance procedures or repairs which Nethone or an external server provider may undertake from time to time causes beyond the control of Nethone or which are not reasonably foreseeable by Nethone including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion, or other failures.

5. Installation and minimum technical requirements

5.1. The minimum technical requirements for the use of Services are:

• Internet connection
• the most up to date version of one of the following browsers with enabled cookies and Java Script: Microsoft Internet Explorer, Mozilla Firefox, Opera, Google Chrome, Apple Safari.

6. Machine Learning

The Client understands that the quality of services provided by Nethone is dependent on the quality of data provided to Nethone by the Client. The data is required for machine learning of the software used for provision of the Services.

7. Support Services

7.1. Nethone will use commercially reasonable efforts to support the Services, in accordance with this Section of the Terms and Conditions (“Support Services”).

7.2. The following definitions apply to the Support Services:

7.3. The Support Services will be provided during the Business Hours, i.e. 09:00 to 17:00 CET/CEST Monday through Friday, excluding official public holidays in Poland.

7.4. Support requests can be reported to Nethone via e-mail at: support@nethone.com. The report shall be done in sufficient detail, with sufficient explanation of the circumstances under which the Event occurred.

8. Non-Guarantee

Client uses the results of the Services performed by Nethone under the Terms and Conditions at its own risk and in its sole discretion and hereby irrevocably releases Nethone from any and all liability for any refunds, claims, damages, reversals, fraud losses or chargebacks in connection with Nethone’s Services.

9. Confidential Information

9.1. All information relating to Client that is known to be confidential or proprietary, or which is clearly marked as such, shall be held in confidence by Nethone and shall not be disclosed or used by Nethone except to the extent that such disclosure or use is reasonably necessary to the performance of Nethone's Services.

9.2. All information relating to Nethone that is known to be confidential or proprietary, or which is clearly marked as such, shall be held in confidence by Client and shall not be disclosed or used by Client except to the extent that such disclosure or use is reasonably necessary to the performance of Client's duties and obligations under this Terms and Conditions.

9.3. These obligations of confidentiality shall remain in place for the duration of the Terms and Conditions and extend for a period of one (1) year after the termination of the Terms and Conditions, but shall not apply with respect to information that is independently developed by the Parties, lawfully becomes a part of the public domain, or of which the Parties gained knowledge or possession free of any confidentiality obligation.

9.4. Confidential information shall not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by either Party, its agents, representatives, or employees; or (ii) becomes available to either Party on a non-confidential basis from a source other than the other Party or its agents which is not prohibited from disclosing such information by a legal, contractual, or fiduciary obligation. The Parties may use confidential information only for a purpose that is necessary to carrying out their duties under this Terms and Conditions.

10. Ownership of Intellectual Property and Prohibited Use

10.1. Nethone grants to Client a limited, revocable, non-exclusive, non-transferable, worldwide right to use the Services, and any other materials or intellectual property Nethone provides to Client in connection with the Services (the “Nethone materials”), solely for the Client’s own internal non-commercial testing purposes, subject to the terms of these Terms and Conditions and solely within the scope necessary to test the Services. Nethone (and its licensors, where applicable) owns all right, title and interest, including all related intellectual property rights, in and to the Services and Nethone materials, any software delivered to the Client, any hosting environment made accessible to the Client, any technology embodied or implemented in the Services and Nethone materials, any computer code provided by Nethone for the Client’s particular website and computer network, and any Services data (“Intellectual Property”). Except for the limited rights granted in this Terms and Conditions, Client does not receive nor is granted any licenses or rights in the Nethone’s Intellectual Property.

10.2. Client agrees that it shall not:

• reverse-engineer, disassemble or decompile the Nethone’s Intellectual Property;
• decompile, disassemble the Services or any Nethone materials, or any portion thereof, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in the Services or any Nethone materials or any portion thereof;
• modify, translate, or otherwise create any derivative works based upon the Services or Nethone materials;
• distribute, disclose, market, rent, lease, assign, sublicense, pledge, or otherwise transfer the Services or Nethone materials, in whole or in part, to any third party; or
• remove or alter any copyright, trademark, or other proprietary notices, legends, symbols, or labels appearing on the Services or in any Nethone materials.

10.3. The Client is prohibited from misusing the Services. In particular the Client shall not:

• attempt to impersonate another person or use another person’s User Account information without authorization;
• violate or attempt to violate Services’ security features, including logging into a server that you are not authorized to access, or testing vulnerability of Service systems and networks;
• redistribute, decompile, reverse engineer, publish, or copy Services or the Website;
• use Service for the purpose of creating a product with a substantially similar features, purpose, look, feel or design;
• access or search Services by any means other than our publicly supported interfaces (for example, “scraping”);
• interfere with others’ use and enjoyment of Services;
• use Services or any trademarks, trade names, service marks, copyrights, or logos of Nethone, in unsolicited mailings, spam material, contests or surveys, or to create the impression that such items are associated with you;
• violate any third party’s rights, including intellectual property or privacy rights;
• or engage in activity in connection with the Services that is fraudulent, abusive, defamatory, illegal or otherwise inappropriate or upload illegal or defamatory content through the use of Website or our Services, or tamper with the Service in any other way.

11. Personal Data Processing

11.1. The Client (the “Data Controller”) attests that it is the controller of the personal data processed with relation to provision of Services within the meaning of the Regulation 2016/679 (the “Regulation”) (the “Personal Data”).

11.2. The Data Controller entrusts the processing of Personal Data within the meaning of the Regulation to Nethone (the “Processing Party”), for and on behalf of the Data Controller (the “Personal Data Processing”).

11.3. Personal Data Processing shall be entrusted for a period of the performance of Nethone’s obligations under the Terms and Conditions.

11.4. Personal Data Processing is entrusted for the purpose of performance of Nethone’s obligations under the Terms and Conditions. The scope of the entrusted data is listed in Exhibit 1 to the Terms and Conditions.

11.5. The type of Personal Data which will be entrusted by the Data Controller for processing by the Processing Party and the categories of data subjects are specified in Exhibit 1 to the Terms and Conditions. Data Controller hereby acknowledges that it shall only entrust the Processing Party with Personal Data specified in the Data Guide.

11.6. The scope of Personal Data Processing shall include the following operations performed on the Personal Data: collecting, recording, storing, developing, amending, making the data available, deleting the Personal Data both in paper form, as well as in the IT systems.

11.7. The Processing Party shall be entitled to anonymize the Personal Data for the purpose of using them in the process of machine learning and training models. The Controller hereby confirms that the process of anonymization does not constitute a breach of obligations of the Processing Party.

11.8. The Processing Party shall be entitled to further entrust the processing of the Personal Data to subcontractors. The Processing Party hereby agrees that processing of data be further entrusted to:

• Amazon Web Services, Inc., P.O. Box 81226, Seattle, WA 98108-1226, for the purpose of data storage on servers located in the territory of the EEA;
• Snowflake Computing Netherlands B.V., FOZ  Building, Gustav Mahlerlaan 300-314, 1082 ME Amsterdam, Netherlands, provider of data processing infrastructure; personal data can be accessed by Snowflake entities outside the EEA based on standard contractual clauses;
• Ekata, Inc., 1301 Fifth Avenue, Suite 1600, Seattle, WA 9810, provider of additional attributes relevant for fraud prevention (data enrichment);
• IPQS LLC with its registered office in Florida, USA, 600 Brickell Ave Suite 3500 Miami, Florida 33131 USA, Registration No.: L17000078382 for the purpose of data enrichment; the data is stored on secure servers in Germany.

The Processing Party shall inform the Data Controller, in an electronic form, of any intended changes concerning the addition or replacement subprocessors, thereby giving the Data Controller the opportunity to object to such changes. If the Client confirms (in an electronic form) their consent to appoint a new processor or replace an existing one, or does not object to such change within 14 days, The Processing Party shall be deemed authorized to appoint or replace the subprocessor. Nethone shall enter into written data processing Terms and Conditionss with the engaged subprocessors and the same data protection obligations as set out in these Terms and Conditions shall apply, including in particular implementation of adequate technical and organizational security measures and ensuring consent for further subprocessing of personal data.

11.9. The Processing Party undertakes to ensure the security of the Personal Data entrusted for Personal Data Processing, and in particular:

• The Processing Party represents that it knows the provisions of the Regulation and undertakes to process the Personal Data in accordance with these provisions; in particular, to formulate and apply appropriate documentation and procedures for Personal Data Processing, as well as technical, informational and legal security systems, as required by the provisions of the Polish and European Union law, including inter alia as appropriate:

- the pseudonymisation and encryption of Personal Data;

- the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

- the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident;

- a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the Personal Data Processing.

• The Processing Party undertakes to take measures, before starting to Process the Personal Data, for securing the Personal Data as required by the Regulation;
• The Processing Party shall only admit the people it designates for Personal Data Processing, who shall be authorized by the Processing Party to Process the Personal Data to the extent provided for in section 11.3, as well as for the purpose specified in section 11.4 of this Terms and Conditions;
• The Processing Party represents that all persons authorized to process the Personal Data have committed themselves to confidentiality of Personal Data or are under an appropriate statutory obligation of confidentiality;
• The Processing Party shall keep records of persons authorized for Personal Data Processing;
• The Processing Party shall immediately inform the Data Controller of any instance of any breach, whatsoever, of the security of the Personal Data entrusted to the Processing Party and processed on the basis of this Terms and Conditions;
• The Processing Party shall not use the Personal Data entrusted to it under this Terms and Conditions for any purposes other than those provided for in this Terms and Conditions and, in particular, not to make such data available, in any form, to unauthorized third parties;
• The Processing Party shall grant the Data Controller, on its request, any necessary information on all Personal Data stored by the Processing Party on behalf of the Data Controller.

11.10. The Processing Party warrants that:

• it will process Personal Data only on documented instructions from the Data Controller, including with regard to transfers of Personal Data to a third country or an international organization, in which case the Processing Party shall conclude Standard Contractual Clauses with data recipient in a third country or will rely on a different mechanism, in particular Binding Corporate Rules, certification or approved code of conduct;
• it will respect the conditions for engaging another data processor as set in paragraph 11.7. of the Terms and Conditions;
• it will assist the Data Controller in ensuring compliance with the obligations imposed on Data Controller under the Regulation, taking into account the nature of Personal Data Processing and the information available to the Processing Party;
• it will make available to the Data Controller all information necessary to demonstrate compliance with the obligations imposed on Data Controller under the Regulation, and allow for and contribute to audits, including inspections, conducted by the Data Controller or another auditor mandated by the Data Controller;
• it will also immediately inform the Data Controller if, in its opinion, an instruction of the Data Controller infringes provisions of the Regulation.

11.11. The Processing Party or its representative shall maintain a record (in writing, including in electronic form) of all categories of processing activities carried out on behalf of the Data Controller, containing:

• the name and contact details of the Processing Party or its subcontractors and of the Data Controller on behalf of which the Processing Party is acting, and, where applicable, of the Data Controller's or the Processing Party's representative, and the data protection officer;
• the categories of Personal Data Processing carried out on behalf of the Data Controller;
• where applicable, transfers of Personal Data to a third country or an international organization, including the identification of that third country or international organization and, including, where applicable, the documentation of suitable safeguards;
• where possible, a general description of the technical and organizational security measures.

11.12. The Data Controller warrants that:

• it will process all Personal Data in compliance with the Regulation and other data protection legislation as may be applicable;
• and it has obtained all necessary consents or is otherwise authorized to process the Personal Data.

11.13. The Processing Party shall, forthwith, but no later than within three (3) months of the expiry or the termination of this Terms and Conditions, and according to the Data Controller’s guidelines:

• transfer all materials and media to the Data Controller which are not the property of the Processing Party or its subcontractors, related to the processing of the Personal Data, by delivering them at the Data Controller’s expense to the Data Controller’s address;
• permanently delete or destroy all Personal Data entrusted by the Data Controller from all information media, software and information processing equipment. The documents containing Personal Data shall be destroyed in a manner which guarantees that it will not be possible to read the Personal Data contained in such documents. The destruction shall be confirmed by a memorandum of destruction prepared by a commission. The obligations referred to in this paragraph shall also apply to subcontractors.

12. Nethone’s Warranties

Nethone warrants that Nethone’s Services will be provided in a workmanlike manner, and in conformity with generally applicable industry standards and best practices.

13. Client’s Warranties

13.1. Client has the sole responsibility for adequate protection and backup of data and/or equipment used in connection with the performed Services and will not make a claim against Nethone for lost data, re-run time, inaccurate output, work delays or lost profits resulting from the performed Services.

13.2. Client acknowledges that it is solely responsible for obtaining all consents (including but not limited to consent for Personal Data Processing, cookies and profiling, if applicable) from customers initiating transactions with regard to which Nethone will perform its Services under this Terms and Conditions, as well as for any notifications or approvals required from Client’s customers arising out of any use of the Services including, without limitation, those relating to any computer code deposited on any device and any information secured from such customers or clients (or their respective device).

13.3. Client understands and agrees that Nethone generates and uses cookies and device fingerprints during the performance of its Services. Client acknowledges that it is their sole responsibility to inform its clients about this fact, in a manner defined by the Client.

13.4. Client will use the Services in compliance with applicable law including, without limitation, those laws related to data privacy, international communications, and the transmission of technical or personal data.

13.5. Client shall use the Services provided by Nethone only for internal testing and Service assessment purposes.

14. Limitation of Liability and Indemnification

Given that the software provided as part of Nethone’s Services represents a computer technology at the most advanced level of development and at the current stage of technological development it is not possible to test or verify all of its potential uses, Nethone cannot guarantee that the software will function flawlessly and without interruptions. In no event shall Nethone be liable for any loss of profit or revenue by Client, suffered by Client arising as a result of or related to Nethone's Services, whether in contract, tort, or otherwise, even if Client has advised of the possibility of such loss or damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT THE USE OF SERVICES IS AT YOUR OWN SOLE RISK AND THAT SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NETHONE AND ITS AFFILIATES, OFFICERS AND/OR EMPLOYEES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. Some jurisdictions do not allow the disclaimers in this paragraph, so they may not apply to you.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NETHONE OR ITS AFFILIATES, OFFICERS AND/OR EMPLOYEES BE LIABLE WITH RESPECT TO SERVICES FOR (I) IN THE AGGREGATE, ANY AMOUNT IN EXCESS OF EUR 1000; (II) LOST PROFITS, LOST DATA, OR FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION GOOD FAITH AND REASONABLE CARE ARISING OUT OF YOUR ACCESS TO OR USE OF SERVICES; OR (III) ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.'

YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU. YOU UNDERSTAND THAT SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. Some jurisdictions do not allow the limitations in this section, so they may not apply to you.

To the maximum extent permitted by applicable law, you will indemnify and hold harmless Nethone, its affiliates, officers and/or employees, including by paying costs and attorney’s fees, from any claim or demand made by any third party due to or arising out of your access to Services, or the violation of the Terms and Conditions by you.

15. Complaints Procedure and termination of User Account

15.1. While we hope you enjoy using the Services, you may cancel your User Account at any time by contacting Customer Service team at support@nethone.com.

15.2. If you are not satisfied with our Services or in case you encounter any problems, you can file a complaint in an electronic form by contacting our Support Team at support@nethone.com. Your complaint will be examined as soon as possible, in any case no later than within 60 days of the date on which Nethone received your complaint. Your complaint should include the description of the issue you encountered and the preferred solution to your problem. Our response to your complaint will be sent to the e-mail address from which the complaint was sent or to any e-mail address indicated by you.

16. Force Majeure

Nethone shall not be in breach of the Terms and Conditions by reason of any failure to comply with the terms hereof if such failure is due to acts of God, acts of government, acts of terrorism, fires, floods, epidemics, embargoes, or any cause or condition beyond Nethone’s control, whether foreseeable or not.

17. Severability

If any provision of the Terms and Conditions is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

18. Assignment

Except with the prior written consent of Nethone, the Client shall not assign this Terms and Conditions or any part thereof to any third party, including by merger (whether the Client is the acquiring or acquired entity), consolidation, dissolution, or operation of law, in particular the Client shall not transfer:

• any discretion granted under the Terms and Conditions,
• any right to satisfy a condition under the Terms and Conditions,
• any remedy under the Terms and Conditions, or
• any obligation imposed under the Terms and Conditions.

Any purported transfer in violation of this section 19 will be void.

19. Headings

The section headings used herein are for convenience of reference only and do not form a part of this Terms and Conditions, and no construction or inference shall be derived therefrom.

20. Governing Law

The Terms and Conditions shall be governed by Polish law and subject to jurisdiction of Polish courts. The Parties shall seek to resolve all the disputes or conflicts which may arise out of or in connection with these Terms and Conditions amicably.

21. Amendments

The Terms and Conditions, Terms and Conditions and the Privacy Policy constitute the entire Terms and Conditions between the Parties related to the performed Services. The Terms and Conditions may be updated from time to time for an important reason, e.g. in case we materially change the way we operate or in response to legislative changes. If we make material changes, we will post the new version of the Terms and Conditions on the website. We will also notify you of changes via e-mail.

Exhibit 1 - the scope of entrusted Personal Data