Last modified: Oct 18, 2023
Thank you for using Validin’s APIs, websites, data feeds, other developer services, and associated software (collectively, “Services”).
By accessing or using our Services, you acknowledge that you have read the Terms below, understand them, and agree to be bound by them. Collectively, we refer to the terms below, and any additional terms, terms within the accompanying API documentation, and any applicable policies and guidelines as the “Terms.” You agree to comply with the Terms and that the Terms control your relationship with us. So please read all the Terms carefully. If you use the Services as an interface to, or in conjunction with other Validin products or services, then the terms for those other products or services also apply. If you do not agree to these terms and conditions, you should not use the Services.
Under the Terms, “Validin” means Validin LLC based in Melbourne, FL 32940, United States. We may refer to “Validin” as “we”, “our”, or “us” in the Terms.
- “Agreement” means the Terms and associated documents incorporated by reference herein;
- “API” means the Validin Application Programming Interface
- “API Client” means your websites and applications;
- “Customer” means you, a user of the Services, and to the extent you are using the Services on behalf of an organization, such organization;
- “Customer Data” means any content, data, information, or material that the Customer, submits, analyzes, or utilizes in conjunction with the Services;
- “Documentation” means any related user documentation that Validin provides as part of the Services;
- “Effective Date” means the beginning of the Initial or Renewal Term as stated on the relevant Order Form, or other applicable document;
- “Feedback” means any feedback or suggestions regarding the Services or Validin’s current or future offerings, including potential improvements or changes;
- “Initial Term” means the initial subscription term as described in each Order Form, or other applicable document;
- “Order Form” means the ordering document, as entered into between Customer and Validin and/or Reseller, which may be in the form of electronic invoice through a third-party payment provider;
- “Other Agreement” means any separate agreement regarding such access and use that is between Customer and either (i) Validin (or its affiliates) or (ii) one of Validin’s Resellers;
- “Output” means collectively any output, data, and reports generated from the Services;
- “Renewal Term” means any subscription terms subsequent to the Initial Term;
- “Reseller” means the relevant Validin-authorized reseller;
- “Sensitive Data” means any information that requires a heightened degree of protection by applicable law, including, but not limited to, social security numbers or other government-issued identification numbers, financial account numbers, credit or debit card numbers, CVVs, credit report information or other personal financial information, health or medical information, or other information that is subject to international, federal, state, or local laws or ordinances now or hereafter enacted regarding data protection or privacy;
- “Term” means collectively the Initial Term and any Renewal Terms.
1. Account and Registration
a. Accepting the Terms
You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Validin, or (b) you are a person barred from using or receiving the Services under the applicable laws of the United States or other countries including the country in which you are resident or from which you use the Services.
In order to access certain Services, you may be required to provide certain information (such as identification or contact details) as part of the registration process for the Services, or as part of your continued use of the Services. Any registration information you give to Validin will always be accurate and up to date and you’ll inform us promptly of any updates.
2. Using Our Services
a. Your End Users
Customer agrees to comply with (and not knowingly enable violation of) the Terms and all applicable laws and regulations in connection with the Customer and its employees, consultants, contractors, and agents, or authorized third parties (collectively, the “Users”) use of the Services, including those related to data privacy.
b. Compliance with the Law, Third Party Rights, and other Validin Terms of Service
You will comply with all applicable law, regulation, and third-party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws). You will not use the Services to encourage or promote illegal activity or violation of third-party rights. You will not violate any other terms of service with Validin (or its affiliates).
c. Permitted Access
API access, if available as set for in an Order Form between Customer and Validin (or its affiliates), authorizes Customer to programmatically access certain Validin Output and functionality available as part of the Services hereunder, limited to the specific API type and API credit quota subscribed. You will only access (or attempt to access) an API by the means described in the documentation of that API. If Validin assigns you developer credentials (e.g., API keys), you must use them with the applicable Services. You will not misrepresent or mask either your identity or your API Client’s identity when using the Services or developer accounts. Except for API access, Customer’s access and use of the Services shall be via password-protected URL designated by Validin. Customer is responsible for how it accesses such URL. Each Customer user login/password for the Service is limited to use by a single named individual, cannot be shared with or transferred to others.
d. Services Limitations
e. Scope of Use
Customer’s access and use of the Services and any related user documentation (“Documentation”) shall be limited to solely its own internal security purposes, and shall otherwise be subject and in compliance with all the terms and conditions herein. Such access and use of the Services is also restricted by and subject to further conditions in any Other Agreement regarding such access and use, including any subscription fee, subscription term, scope of use, or other limitations, restrictions or obligations applicable to Customer therein. Access and use of the Services may require an active subscription pursuant to an Other Agreement.
Notwithstanding anything else herein, this Agreement does not provide any rights to Customer, including any right to access or use the Services, but for clarity does impose obligations on the Customer.
f. Customer Obligations
Except as permitted under this Agreement or as required by law, Customer will not, and will not permit or encourage anyone else, to:
- license, sublicense, sell, resell, transfer, assign, distribute, use as a service bureau or timeshare, or otherwise commercially exploit or make the Services available to any third party in any way;
- disassemble, decompile, reverse engineer, or otherwise attempt to derive source code or other trade secrets from the Services, or modify, make derivative works based upon, copy, or otherwise use any ideas, features, functions, or graphics of the Services in order to
- build a competitive product or service, or
- build a product using similar features, functions, or graphics of the Services;
- modify, remove or obstruct any proprietary rights statement or notice contained in the Services;
- except as necessary to evaluate the Services, “crawl,” “scrape,” or “spider” any data or portion of the Services (through use of manual or automated means);
- send or store
- infringing, harmful, deceptive, obscene, threatening, libelous, or otherwise objectionable, unlawful, or tortious material, including material harmful to children or which violates third party privacy rights; or
- material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
- attempt to gain unauthorized access to the Services or its related systems or networks; or
- impersonate a User, share passwords or provide false identity information to access or use the Services. Customer agrees that it will promptly notify Validin of any violation of this section.
Customer acknowledges and agrees that Customer is solely responsible for retaining backup copies of Customer Data at all times; Validin will not provide Customer with an export of Customer Data, upon and/or after termination of the Services.
If you provide feedback or suggestions about our Services, then we (and those we allow) may use such information without obligation to you. Customer grants Validin a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into its software or services any suggestions, enhancement requests, recommendations, or other feedback provided by Customer or its Users relating to Validin's software, services, or business operations.
h. Customer Data; Usage Data
Customer agrees that it will not provide Validin any Sensitive Data. As between Customer and Validin, Customer owns all Customer Data. Customer is responsible for any breach of this Agreement by its Users. Customer agrees that Validin may collect, use, and analyze data and other information relating to the provision, use, and performance of the Services (“Usage Data”). Validin may use such Usage Data for purposes of enhancing and improving the Services, and developing and marketing new products and services. Validin acknowledges and agrees that all Usage Data is anonymized and does not include any personally identifiable information or Customer Data and shall be used in compliance with all applicable laws and regulations.
3. Term, Suspension, and Termination
a. Breach of Agreement
To the extent that Customer materially breaches this Agreement or any Other Agreement, or Validin believes in good faith that it has done so or that Customer’s continued access and use of the Services poses a threat to Validin or any third party, Validin may, with or without notice to the Customer, suspend or terminate Customer’s access and use of the Services or this Agreement. Following any termination of this Agreement, Customer agrees that it shall continue to be bound by this Agreement. For clarity, Customer’s access and use of the Services may require an active subscription, including payment of relevant fees by or for Customer, and in the absence of such an active subscription in good standing, Validin may in its discretion suspend or terminate any or all access or use of the Services.
b. Term and Renewal
The Subscription Term described in each Order Form will commence upon the Order Form Effective Date and continue as set for within the Order Form. Such Initial Term will automatically renew for additional one (1) month Renewal Terms for monthly subscriptions or one (1) year Renewal Terms for annual subscriptions unless either party has given the other party written notice of non-renewal prior to the end of an Initial Term or Renewal Term (for monthly subscriptions) or at least 60 days prior to the end of an Initial Term or Renewal Term (for annual subscriptions), or as otherwise terminated in accordance with Section 3 (“Term, Suspension, and Termination”).
c. End of Term
Upon any termination or expiration of this Agreement, all rights granted to Customer hereunder shall terminate and Customer shall cease all use of the Services and Documentation. Further, to the extent that Customer has any copies or back-ups of the Services, Output, and/or associated software under its control, it shall delete and destroy all such copies and back-ups.
d. Free Services
To the extent that Customer is using any free Services, Customer agrees that Validin, in its sole discretion and for any or no reason, may terminate these free Services at any time. Customer agrees that any such termination of access to the free Services may be without prior notice, and that Validin will not be liable to Customer or any third party for such termination. Customer may terminate Customer’s use of the free Services at any time by discontinuing use of the free Services.
4. Intellectual Property Ownership
a. Validin IP
Except for the limited right to access and use the Services under this Agreement, Customer acknowledges and agrees that, as between the parties, Validin (or its licensors) have and will retain any and all right, title, and interest in and to the Services, all data provided as part of the Services, any software utilized to perform the Services, any documentation provided to the Customer in the course of providing the Services, as well as all derivative works made by any person or entity based upon, and all patents, trademarks, copyrights, trade secrets, mask works, and other intellectual property or proprietary rights (“Intellectual Property Rights”) associated with, the foregoing.
b. Customer IP
Except as set forth herein, this Agreement does not give Validin any rights of ownership in, or related to, any Intellectual Property Rights owned by Customer.
5. Representations & Warranties and Disclaimers
a. Representations and Warranties
If you are using the Services on behalf of an organization, you represent and warrant that you have the legal power and authority to bind that organization to the Terms and by accepting the Terms, you are doing so on behalf of that entity (the “Customer”), and that the terms “Customer”, “you”, and “your” include both you, the individual user, and such organization.
THE SERVICES ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, VALIDIN DOES NOT MAKE ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE AND EACH PARTY DISCLAIMS, ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
6. Remedies and Release of Liability
a. Right to Modify the Services
In the event that the Services are, or Validin believes that they may become, subject to a claim that they infringe any right of a third party, Validin may, but is not obligated to, (i) modify or replace the Services to make them non-infringing; (ii) procure any rights from a third party necessary to provide the Services; or (iii) replace the Services with work product that is materially equal in capabilities, capacity, performance, and ease of use but is non-infringing. THIS SECTION 6(a) STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND VALIDIN’S SOLE AND EXCLUSIVE LIABILITY, REGARDING INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER (ON ITS OWN BEHALF AND ON BEHALF OF ANY PERSON OR ENTITY AUTHORIZED TO USE THE SERVICES BY CUSTOMER) COVENANTS NOT TO SUE OR MAKE OR ASSERT ANY CLAIM AGAINST VALIDIN RELATED TO THE SERVICES PROVIDED TO CUSTOMER UNDER THIS AGREEMENT.
7. Limitation of Liability
- TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE CUMULATIVE AGGREGATE LIABILITY OF VALIDIN AND ITS AFFILIATES, FOR ALL DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID TO VALIDIN (OR ITS AFFILIATES) BY CUSTOMER, IF ANY, UNDER AN APPLICABLE OTHER AGREEMENT BETWEEN VALIDIN (OR ITS AFFILIATES) AND CUSTOMER (OR, IF THE APPLICABLE OTHER AGREEMENT IS INSTEAD BETWEEN A VALIDIN RESELLER AND CUSTOMER, THEN THE TOTAL AMOUNT OF FEES PAID TO VALIDIN BY SUCH RESELLER FOR CUSTOMER’S USE OF THE SERVICE) WITHIN THE YEAR PRECEDING THE CLAIM.
- NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL VALIDIN OR ITS AFFILIATES, LICENSORS, OR OTHER PROVIDERS BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR DAMAGES FOR LOSS OF DATA, ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR ANY DIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING SYSTEM FAILURE OR CIVIL OR CRIMINAL FINES OR SANCTIONS) ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT, EVEN IF VALIDIN (OR ANY OF ITS AFFILIATES) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- FURTHERMORE, ALL OUTPUT AND INFORMATION PROVIDED BY THE SERVICE IS PROVIDED “AS-IS” AND VALIDIN (AND ITS AFFILIATES) SHALL NOT BE LIABLE FOR, AND CUSTOMER ASSUMES ALL RISK OF, DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO CUSTOMER’S USE THEREOF, INCLUDING ANY RELIANCE THEREON.
- YOU ACKNOWLEDGE THAT BY USING THE SERVICES YOU MAY BE EXPOSED TO MATERIALS THAT ARE OFFENSIVE, INDECENT, AND/OR OBJECTIONABLE, AND UNDER NO CIRCUMSTANCES SHALL VALIDIN, OR ITS AFFILIATES, BE LIABLE FOR SUCH CONTENT. FURTHERMORE, VALIDIN WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL, OR THAT OF ANY PARTIES AFFECTED BY YOUR ACTIONS DUE TO YOUR ACCESS TO OR USE OF THE SERVICES OR OR CONTENT OR ANY THIRD PARTY CONTENT OR WEBSITES. ADDITIONALLY, UNDER NO CIRCUMSTANCES WILL VALIDIN, OR ITS AFFILIATES, BE LIABLE FOR DEFAMATION, LIBEL, OR ANY SIMILAR CLAIM AS A RESULT OF THE CONTENT OR ALERTS GENERATED BY THE SERVICES.
- TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE STATUTE OF LIMITATIONS REGARDING ANY CLAIM FROM CUSTOMER SHALL BE LIMITED TO ONE YEAR COMMENCING FROM THE BEGINNING OF THE STATUATORY LIMITATION PERIOD.
Customer will indemnify and hold harmless Validin, its affiliates, and their respective officers, directors, employees, agents, licensors, and other providers against any and all Liabilities arising out of or relating to (i) Customer’s breach of this Agreement, (ii) Customer Data, (iii) Customer’s violation of applicable laws, rules, or regulations; or (iv) Customer’s use of this Service. Validin reserves the right to assume the sole control of the defense and settlement of any claim, action, proceeding, or suit for which Customer is obliged to indemnify Validin or its affiliates. Customer will cooperate with Validin with respect to such defense and settlement.
Neither party may use the name, logo, or other marks of the other party without prior written consent.
Each party agrees that it will not assign this Agreement without the prior written consent of the other party, which will not be unreasonably withheld or delayed, provided that either party may assign this Agreement without prior written consent to: (i) a parent or subsidiary, (ii) an acquirer of all or substantially all of the stock or assets of such party, or (iii) a successor by merger. Any attempted assignment or transfer in violation of this Section will be void.
c. No Third-Party Beneficiaries
The parties intend that there will be no third-party beneficiaries under this Agreement.
d. Compliance with Laws
Each party agrees that it will comply with all applicable laws, rules, and regulations in the course of performing its obligations or exercising its rights under this Agreement.
The relationship between the parties created by this Agreement is that of independent contractors and not partners, joint venturers, or agents, and neither party has the authority to bind the other party in any respect whatsoever.
e. No Exclusivity
Nothing in this Agreement restricts a party's right to contract with any third party to provide products and/or services similar to or identical to the Services provided under this Agreement.
f. No Obligation
Customer has no obligation to enter into any subsequent subscription agreement with Validin regarding the Services.
g. Entire Agreement
This Agreement and any attachments and schedules attached thereto constitute the parties’ entire agreement with respect to their subject matter and supersede any prior or contemporaneous agreements, written or oral, relating thereto.
h. Modification and Waiver
No modification of this Agreement, and no waiver of any breach of this Agreement, sought by Customer will be effective unless in writing and signed by an authorized representative of both Validin and Customer. No waiver of any breach of this Agreement and no course of dealing between the parties will be construed as a waiver of any subsequent breach of this Agreement.
Validin may from time to time amend this Agreement prospectively. If it does so, it will endeavor to notify Customer and will post the revised agreement on the Services or its website(s). Customer agrees that its continued access or use of the Services constitutes its agreement to the amended Agreement. Except as set forth above, this Agreement may be amended or modified only by an express writing signed by Validin.
If any provision of this Agreement is deemed to be illegal, invalid, or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
Section headings are for convenience of reference only and will not affect the interpretation of this Agreement.
k. Governing Law
This Agreement, and all matters arising directly or indirectly from this Agreement, will be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws rules applicable to contracts to be performed entirely within the State of Florida, and without regard to the U.N. Convention on the International Sale of Goods.
l. Disputes; Arbitration
Any controversy or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be determined exclusively by final and binding arbitration, as administered in accordance with the Streamlined Rules or Comprehensive Rules, as applicable (the “Rules”), of JAMS (“JAMS”) by an Arbitrator appointed in accordance with the said Rules. The place of arbitration shall be Atlanta, Georgia, and judgment on the award rendered by the Arbitrator may be entered in any court with jurisdiction. The arbitration shall be conducted in the English language. The Parties agree that all of the rights and obligations of the Parties under this Agreement, including the enforcement thereof, shall be governed by, and construed in accordance with, the laws of the State of Georgia, without giving effect to the principles of Georgia law relating to the conflict or choice of laws. The arbitration shall be conducted by a single neutral and impartial arbitrator (the “Arbitrator”) as agreed upon by the parties or otherwise as appointed by JAMS. The Arbitrator shall have the sole power to rule on matters of jurisdiction, arbitrability, timeliness of claims, issue preclusion, and to grant permanent equitable relief. The Parties agree that the prevailing party in any arbitration action hereunder shall be entitled to receive, in addition to all other damages and awards, the costs incurred by such party in conducting the arbitration, including reasonable attorneys' fees and expenses and arbitration costs.
EFFECTIVE DATE: Oct 18, 2023