FINRECOVRA SERVICE AGREEMENT (TERMS & CONDITIONS)

Last Revised: March 7, 2021

This Master Service Agreement (“Agreement”) is entered into between Finrecovra (“Company,” “we,” “us,” or “our”) and the entity or person (“Client,” “you,” or “your”) accessing or using the Finrecovra fraud prevention platform, API, and associated services (collectively, the “Services”).

BY CREATING AN ACCOUNT, INTEGRATING OUR API, OR SIGNING AN ORDER FORM, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY.

1. THE SERVICES

1.1 Platform Access

Subject to the terms of this Agreement, Finrecovra grants Client a non-exclusive, non-transferable, revocable license to access the Finrecovra dashboard and integrate the Finrecovra API into Client’s digital properties solely for internal business purposes of fraud detection and risk management.

1.2 Service Modifications

Finrecovra is a dynamic AI-driven platform. We reserve the right to update, modify, or deprecate features of the API to improve security or performance. We will provide at least thirty (30) days’ notice for any “Breaking Changes” to the API documentation.

1.3 Service Level Agreement (SLA)

We aim for 99.9% uptime for our API endpoints. Scheduled maintenance will be communicated via our Status Page at least 24 hours in advance. Finrecovra shall not be liable for outages caused by upstream internet service providers or Client’s misconfiguration of the API.

2. CLIENT OBLIGATIONS & DATA USAGE

2.1 Integration and Accuracy

Client is responsible for the technical integration of the Finrecovra scripts and API. Client must ensure that the data passed to Finrecovra (e.g., email, IP, transaction ID) is accurate and sent in the format specified in our technical documentation.

2.2 Privacy Compliance & End-User Notice

Client represents and warrants that:

• It has a legally sufficient Privacy Policy published on its website.
• It has obtained all necessary rights and consents to share End-User data (including device fingerprints and behavioral data) with Finrecovra.
• It will notify End-Users that a third-party service provider is used for fraud prevention and security purposes.

2.3 Prohibited Use Cases (FCRA Compliance)

Finrecovra is not a “consumer reporting agency” as defined by the Fair Credit Reporting Act (FCRA). Client agrees NOT to use the Services or the Risk Scores provided:

• To determine an individual’s eligibility for personal credit, loans, or insurance.
• For employment screening or housing decisions.
• To take “Adverse Action” against a consumer in a way that violates global fair-lending or anti-discrimination laws.

3. FEES, BILLING, AND TAXES

3.1 Subscription Tiers

Fees are billed based on the Order Form (e.g., Monthly Base Fee + Per-Query Fee).

3.2 Payment Terms

All invoices are payable within thirty (30) days of the invoice date. Late payments will incur interest at a rate of 1.5% per month or the maximum rate permitted by law.

3.3 Taxes

Client is responsible for all sales, use, and value-added taxes (VAT) associated with the Services, excluding taxes based on Finrecovra’s net income.

4. INTELLECTUAL PROPERTY & DATA OWNERSHIP

4.1 Finrecovra Property

Finrecovra retains all rights, title, and interest in the software, machine learning models, Risk Scoring algorithms, and “Aggregated Intelligence” (anonymized patterns of fraud detected across our entire network).

4.2 Client Data

Client retains ownership of the specific transaction data provided to us. However, Client grants Finrecovra a perpetual, royalty-free license to use de-identified and aggregated data to train and improve our fraud detection models for the benefit of all users.

5. CONFIDENTIALITY

“Confidential Information” includes API keys, pricing, and any technical data marked as confidential. Both parties agree:

• To protect Confidential Information with the same degree of care as their own.
• Not to disclose such information to third parties except to employees or contractors who “need to know.”

6. WARRANTIES AND DISCLAIMERS

6.1 Mutual Warranty

Each party represents that it has the legal power to enter into this Agreement.

6.2 Fraud Prevention Disclaimer

CLIENT ACKNOWLEDGES THAT FRAUD PREVENTION IS A PROBABILISTIC SCIENCE. Finrecovra does not warrant that the Services will detect 100% of fraudulent activity or that every transaction flagged as “High Risk” is fraudulent (a “False Positive”). THE SERVICES ARE PROVIDED “AS IS.” WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• 7.1 Indirect Damages: Finrecovra shall not be liable for any indirect, incidental, or consequential damages (including loss of profits, cost of chargebacks, or bank fines).
• 7.2 Liability Cap: Finrecovra’s total cumulative liability for any claim arising out of this Agreement shall not exceed the total fees paid by Client during the six (6) months immediately preceding the event giving rise to the claim.

8. INDEMNIFICATION

8.1 By Finrecovra

We will defend and indemnify Client against any third-party claims alleging that our technology infringes upon a valid patent or copyright.

8.2 By Client

Client will defend and indemnify Finrecovra against any claims arising from:

• Client’s breach of the Acceptable Use Policy.
• Client’s failure to obtain proper End-User consent for data processing.
• Unauthorized access to the Services via Client’s API keys.

9. TERMINATION

9.1 Term

This Agreement starts on the date of account creation and continues until terminated.

9.2 Termination for Cause

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

9.3 Effect of Termination

Upon termination, all licenses granted herein cease. Finrecovra will delete Client’s identifiable data within sixty (60) days, except where retention is required by law.

10. GENERAL PROVISIONS

• 10.1 Governing Law: This Agreement is governed by the laws of the State of Delaware (for US clients) or the United Kingdom (for international clients), without regard to conflict of laws.
• 10.2 Dispute Resolution: Any dispute shall first be attempted to be resolved via mediation. If unsuccessful, it shall be settled by binding arbitration in the jurisdiction of the governing law.
• 10.3 Force Majeure: Neither party is liable for delays caused by acts of God, war, or global internet outages.
• 10.4 Entire Agreement: This Agreement, along with the Privacy Notice and DPA, constitutes the entire understanding between the parties.

11. CONTACT

Finrecovra Legal Department legal@finrecovra.com

Address: Rene ct coldham’s road cambridge united kingdom

Contact: +44 744 191 2279