These Terms of Use (the “Terms” ) govern your access to and use of Kount Inc.’s (“Kount”) websites (the “Sites”), any information, text, graphics, materials or other materials, including but not limited to marketing materials, appearing on the Sites (the “Content”), and any fraud prevention and related services provided through the Sites (the “Services”). Your access to and use of the Sites, Content, and/or Services are expressly conditioned on your compliance with these Terms.

By accessing or using the Sites, Content, or Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.

Privacy Policy.

Please refer to our Privacy Policy for information on how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Services is subject to our Privacy Policy.

Changes to Terms or Services.

We may update the Terms at any time, in our sole discretion. If we do so, we will let you know either by posting the updated Terms on the Sites or through other communications. It is important that you review the Terms whenever we update them or the conditions applicable to your use of the Services. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

Who May Use the Services?

You may use the Services only if you are 18 years or older and capable of forming a binding contract with Kount and are not barred from using the Services under applicable law. If you want to use certain features of the Services you will have to create an account (“Account”) via the Sites. It is important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you do not, we might have to suspend or terminate your Account. You agree that you will bear full responsibility for the compliance with these Terms by your employees, contractors, agents and other third parties who have registered for an Account and whom you have authorized to access and use the Services, and your customers and all other third parties that are granted or gain access to the Services by you or on your behalf (collectively, the ”Authorized Users”).

Guard Your Password

You are responsible for safeguarding the password that you use to access any secure areas of Kount’s websites. You agree not to disclose your password to any third party. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify Kount of any unauthorized use of your password or Account.

Kount Property

All right, title, and interest in and to the Sites, Content, and Services are and will remain the exclusive property of Kount and its licensors. The Sites, Content, and Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly permitted in these Terms, you may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Sites, Content, or Services. You may not copy or modify the HTML code used to generate web pages on the Sites. You may not use the Sites, Content, or Services on or in connection with any other website, for any purpose. For the avoidance of doubt, you may not reproduce any part of the Sites or Content without Kount’s prior written permission.

Trademarks

Kount™, Kount Proxy Piercer™, Kount DMC™, Graphical Swarm Analysis™, and all other names, logos, icons and marks identifying Kount’s products and services are trademarks of Kount and may not be used without the prior written permission of Kount. Other product or company names referred to in documents published by Kount are trademarks of their respective owners.

Comments

Kount encourages you to provide feedback, comments and suggestions regarding the Sites, Content, and Services (“Comments”). Comments may be submitted to legal@kount.com. You acknowledge and agree that all Comments will be the sole and exclusive property of Kount and you hereby assign and agree to assign all rights, title and interest you have in such Comments to Kount together with all intellectual property rights therein.

General Prohibitions

You agree not to do any of the following while using the Sites, Content, or Services:

  • Post, publish or transmit any text, graphics, or material that:
    1. (i) is false or misleading;
    2. (ii) is defamatory;
    3. (iii) invades another’s privacy;
    4. (iv)is obscene, pornographic, or offensive;
    5. (v) promotes bigotry, racism, hatred or harm against any individual or group;
    6. (vi) infringes another’s rights, including any intellectual property rights; or
    7. (vii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
  • Access, tamper with, or use non-public areas of the Sites, Kount’s computer systems, or the technical delivery systems of Kount’s providers;
  • Use, display, mirror or frame the Services or any individual element within the Services, Kount’s name, any Kount trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Kount’s express written consent;
  • Use any meta tags or other hidden text or metadata utilizing a Kount trademark, logo URL or product name without Kount’s express written consent;
  • Attempt to probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures or otherwise avoid, bypass, remove, deactivate, impair, descramble or circumvent any technological measure implemented by Kount or any of Kount’s providers or any other third party (including another user) to protect the Services or Content;
  • Attempt to access or search the Sites, Content, or Services with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by Kount or other generally available third party web browsers (such as Microsoft Internet Explorer);
  • Send unsolicited or unauthorized email, junk mail, “spam”, or chain letters, or promotions or advertisements for products or services;
  • Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
  • Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Sites, Content or Services to send altered, deceptive or false source-identifying information;
  • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Sites, Content, or Services;
  • Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Sites;
  • Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
  • Impersonate or misrepresent your affiliation with any person or entity;
  • Violate any applicable law or regulation; or
  • Encourage or enable any other individual to do any of the foregoing.

Kount will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Sites security issues, to the fullest extent of the law. Kount may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Use. You acknowledge that Kount has no obligation to monitor your access to or use of the Sites, Content, and Services, but has the right to do so for the purpose of operating the Sites, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

Digital Millennium Copyright Act Compliance

Kount respects the intellectual property rights of others and expects users of the Sites to do the same. At Kount’s discretion and in appropriate circumstances, Kount may terminate the accounts of users or prevent access to the Sites by users who infringe the intellectual property rights of others. Pursuant to 17 United States Code 512(c)(2) (Digital Millennium Copyright Act of 1998), Kount’s designated agent for notice of alleged copyright infringement appearing on the Sites is:

Kount Inc.
1005 W Main Street
Boise ID 83702 USA

ph:1-866-919-2167
fax: 1-208-426-0167
email: legal@kount.com

Filing a notice of infringement with Kount requires compliance with the requirements specified in Title II of the Digital Millennium Copyright Act of 1998. The text of this statute can be found at the U.S. Copyright Office website, www.copyright.gov.

Links to Other Sites

The Sites may contain links to third party websites or resources. You acknowledge and agree that Kount is not responsible or liable for:

  • (i) the availability or accuracy of such websites or resources; or
  • (ii) the content, products, or services on or available from such websites or resources.

Links to such websites or resources do not imply any endorsement by Kount of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

Use of third party sub-processors

Kount may employ third party companies and individuals (“Sub-processors”) to facilitate the Services, to provide the Services on our behalf, to perform Site-related services (including but not limited to maintenance services, database management, web analytics and improvement of our Sites’ features) or to assist us in analyzing how our Sites and Services are used. Kount is committed to partnering with Sub-processors that meet or exceed the privacy and security obligations Kount is committed to providing to its clients. These Sub-processors have access to your personal data only for purposes of performing these tasks on our behalf. The names and locations of Kount’s sub-processors is available here.

Termination

The term will remain in effect until terminated by you or Kount pursuant to the terms of this Section. If you violate any of these Terms, your permission to use the Sites, Content, and Services will automatically terminate. Kount reserves the right to revoke your access to and use of the Sites, Content, and Services at any time, with or without cause. Kount also reserves the right to cease providing or to change the Sites, Content, or Services at any time and without notice. Upon any termination, discontinuation or cancellation of the Services or your Account, the following Sections will survive: Kount property, trademarks, warranty disclaimers, limitation of liability, governing law, entire agreement, notices and waiver.

Use of the Sites at Your Own Risk

Your access to and use of the Sites, Content, and Services is at your own risk. Kount will have no responsibility for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Sites, Content, or Services.

Warranty Disclaimers

THE SITES, CONTENT, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, KOUNT EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT.

KOUNT MAKES NO WARRANTY THAT THE SITES, CONTENT, OR SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM KOUNT OR THROUGH THE SITES, CONTENT, OR SERVICES, WILL CREATE ANY WARRANTY.

No Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER KOUNT NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITES, CONTENT, OR SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITES, CONTENT, OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT KOUNT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT KOUNT IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, KOUNT WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD-PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITES OR THROUGH THE SERVICES.

YOU AGREE THAT THE AGGREGATE LIABILITY OF KOUNT TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THE USE OF THE SITES, CONTENT, OR SERVICES IS LIMITED TO THE AMOUNT OF FEES PAID BY YOU TO KOUNT IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE DATE WHEN ANY SUCH CLAIM IS MADE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN KOUNT AND YOU.

Indemnification

You agree to defend (or settle), indemnify, and hold harmless Kount, its subsidiaries, affiliates, officers, agents, employees, licensors and suppliers from and against any claim, suit, damages, judgments, losses (actual and consequential), liabilities, costs, and expenses (including reasonable attorneys’ fees) of every kind of nature arising from or in any way related to a third-party claim concerning (a) your or your Authorized Users’ breach of these Terms, (b) your or your Authorized Users’ use of the Services, (c) your or your Authorized Users’ violation of applicable laws, rules or regulations in connection with the Services, (d) your or your Authorized Users’ content; or (e) a dispute between you and any of your Authorized Users. In such a case, Kount will provide you with written notice of such claim, suit or action, Kount will provide you with reasonable cooperation, at your expense, in the defense and settlement of such claim and you will have sole authority to defend or settle such claim.

Governing Law and Jurisdiction

These Terms and any action related thereto will be governed by the laws of the State of Idaho without regard to its conflict of law provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms will be the state and federal courts located in Ada County, Idaho, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

Severability

In the event that any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect.

Force Majeure

Kount will not be in default if its failure to perform or delay in performing any obligation under these Terms is caused by supervening conditions beyond that party’s reasonable control, including acts of God, civil commotion, war, strikes, labor disputes, third party Internet service interruptions or slowdowns, vandalism or “hacker” attacks, acts of terrorism or governmental demands or requirements.

Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between you and Kount regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between you and Kount regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Kount’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Kount may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

Any notices or other communications provided by Kount under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Waiver

The failure of Kount to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Kount. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Contact Information

If you have any questions about these Terms or the Services, please contact Kount at: legal@kount.com or:

Kount Inc.
1005 W Main Street
Boise ID 83702 USA

Press and legal inquiries may be directed to: 1-866-919-2167 (voice), or 1-208-426-0167 (fax).