Last Updated: March 28, 2022
Sperta Inc. (“Sperta,” “Company,” “we,” “our” or “us”) provides a decision platform that helps financial services and tech companies automate decisions and manage fraud, credit, and compliance risks (the “Platform”). The Platform is provided by Sperta at www.sperta.com (the “Site” and together with the Platform and any related applications, tools, and services provided in connection therewith, the “Services”).
THESE TERMS OF SERVICE (TOGETHER WITH ANY APPLICABLE ORDER FORMS (AS DEFINED BELOW) THESE “TERMS”) GOVERN YOUR (AS DEFINED BELOW) AND CUSTOMER’S (AS DEFINED BELOW) ACCESS TO AND USE OF THE SERVICES AND CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND CUSTOMER ON THE ONE HAND AND SPERTA ON THE OTHER. BY REGISTERING FOR A SPERTA ACCOUNT, CLICKING ANY APPLICABLE “ACCEPT TERMS” BUTTON OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES.
Sperta reserves the right to revise these Terms at any time, at its sole discretion, as described below in the section titled “Term, Termination and Modification.”
The following defined terms have the following meanings when used in these Terms:
“Affiliate” means a legal entity that controls, is controlled by, or is under common control with a party, where “control” is defined as owning more than 50% of the voting shares of such entity.
“Authorized User” means an employee or contractor of Customer or its Affiliates that Customer has registered to access and use the Services. If you are agreeing to these terms in your individual capacity in order to use the Platform in connection with your relationship with an employer or other entity, then you are deemed to be an Authorized User of such employer or other entity (who will be deemed to be the Customer).
“Confidential Information” means any business or technical information disclosed by Sperta to Customer or by Customer or an Authorized User to Sperta, as applicable, including Customer Data, provided that it is identified as confidential at the time of disclosure or that under the circumstances, a person exercising reasonable business judgment would understand it to be confidential or proprietary.
“Customer” means the company or legal entity purchasing access to the Services. If you are agreeing to these terms on behalf of, and with the intent to bind, such a company or other entity (for example, your employer), then such company or entity will be deemed to be the Customer hereunder.
“Customer Data” means data, content or other materials that an Authorized user uploads, submits or transmits to be processed through the Services.
“Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction.
“Order Form” means the document that Customer uses to order the Services that is signed by both Customer and Company.
“You” or “Your” refers to the specific Authorized User who is agreeing to these Terms.
By accessing or using the Services you represent and warrant to Sperta that: (i) you are of legal age to form a binding contract; (ii) all registration information you submit is accurate, current and complete; (iii) you will maintain the accuracy and completeness of such information; (iv) if you are accepting these Terms on behalf of a company or other legal entity, you have the authority to bind that company or legal entity to these Terms.
3.1 Services. Customer and its Authorized Users may access and use the Platform during the Platform Term (as defined below) solely for Customer’s internal business purposes in accordance with these Terms. Customer and its Authorized Users may access and use other portions of the Services (such as the Site) for so long as these Terms are in effect.
3.2 Support for Platform. Company is available to receive Platform support inquiries via email to firstname.lastname@example.org or via Zendesk. Company will use commercially reasonable efforts during standard business hours to provide support regarding technical information, technical advice, and technical consultation regarding Customer’s use of the Services.
3.3 Cooperation and Assistance. Customer will cooperate with Company in good faith and provide to Company the information and personnel that Company reasonably requests and requires to provide the Services.
3.4 Customer Responsibility. Customer will keep its user IDs and passwords for the Services confidential and will be responsible for all actions taken under an Authorized User’s account. Customer will comply with all applicable laws, rules and regulations in connection with its use of the Services. Customer will promptly notify Company of any suspected violation of these Terms by an Authorized User and will cooperate with Company to address the suspected violation.
3.5 Authorized User Accounts. In order to access the Services, you must register to create an account (“Account”). When registering with Sperta, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You may not authorize any third party (other than, if applicable, the employees, consultants or agents of the Customer you represent) to access or use the Services on your behalf. You are responsible for maintaining the confidentiality of your user ID and password, and are fully responsible for all activities that occur under your user ID or password. You agree to immediately notify Sperta of any unauthorized use of your user ID or password or any other breach of security. Sperta cannot and will not be liable for any loss or damage arising from any unauthorized use of your account. Company may suspend or terminate any Authorized User’s access to the Services upon notice to Customer in the event that Company reasonably determines that such Authorized User violated these Terms.
3.6 General Restrictions. Customer will not allow anyone other than Authorized Users to access or use the Services from Customer’s accounts. Customer will not and will ensure that its Authorized Users do not: (a) attempt to interfere with or disrupt the Services (or any related systems or networks) or use any portion of the Services other than directly for Customer’s benefit; (b) copy, modify, alter, translate, create derivate works of or distribute any portion of the Services; (c) rent, lease, loan or resell any portion of the Services; (d) transfer any of its rights hereunder (other than in accordance with Section 14.6); (e) reverse-engineer, disassemble or decompile any portion of the Services, (f) hack or modify a license key, or try to avoid or change any license registration process Company may implement, or (g) access any portion of the Services in order to build a competitive product or service. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, or any portion thereof, in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
3.7 Acceptable Use. You agree and warrant that you will not use the Services in a manner that is illegal or otherwise inconsistent with these Terms. You agree not to do any of the following:
Sperta will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Sperta may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Sperta has no obligation to monitor your access to or use of the Services, but has the right to do so for the purpose of operating the Services, 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.
4.1 Customer Data. In using the Services, Customer will be collecting and managing information about its own customers (“Client Data”) and routing that information to other services. For purposes of these Terms, Client Data will be considered Customer Data. The Client Data may include, without limitation, the identity of the Customer’s customers (such as name, email address, mailing address and phone number), their ages, and information about their financial status (such as credit scores). Customer is responsible for (i) having its own policies regarding the collection, use and disclosure of Client Data, (ii) obtaining any rights, permissions or consents from the applicable parties that are necessary for the lawful use of Client Data in connection with the Services, (iii) ensuring that the transfer and processing of Client Data under these Terms is lawful, and (iv) responding to and resolving any dispute related to Client. Customer represents and warrants that it has the legal right and authority to access, use and disclose to Company any Customer Data and has obtained all rights, permissions and consents necessary therefor. Customer authorizes Company (and its subprocessors) to access, process, store, and use the Customer Data as necessary to perform the Services and exercise its rights under this Agreement.
4.2 Information Security. Company will maintain reasonable administrative, technical, and physical safeguards to protect Customer’s Confidential Information, Customer Data and any Usage Data (as defined below). Company will, on an ongoing basis, ensure that its information security program and safeguards are designed, maintained, updated and adjusted, as necessary, to protect against reasonably foreseeable internal and external risks to the security, confidentiality and integrity of Customer’s Confidential Information, Customer Data and Usage Data
4.3 Usage Data. Company may collect and analyze data and other information relating to the provision, use and performance of the Services and related systems and technologies therefrom (“Usage Data”) in order to improve and enhance the Services. Company may disclose insights drawn from Usage Data to third parties provided that the Usage Data included in such insights are de-identified so that such Usage Data cannot be linked in any way to Customer.
5.1 Fees. Customer will pay to Company the amounts specified in the applicable Order Form (the “Fees”) in accordance with the terms set forth in such applicable Order Form and this Section 5. Company reserves the right to change the Fees and to institute new charges and fees at the end of the Initial Service Term or each Renewal Term (each as defined in the Order Form), upon 60 days prior notice to Customer (which may be sent by email).
5.2 Invoices; Payment. Company will invoice Customer for the Services as set forth in the Order Form and each invoice will be due and payable within fifteen (15) days of receipt by Customer. All payment obligations are non-cancellable and non-refundable. Company will be entitled, in its sole discretion, to withhold performance and discontinue Customer’s access to the Services until all undisputed amounts past due are paid in full. With regard to any undisputed invoiced amount that is not paid when due, Company reserves the right to charge, and Customer agrees to pay, a late fee of one and one-half percent (1-1/2%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid, plus any attorney’s fees and collection costs.
5.3 Taxes. All Fees and other amounts stated or referred to in an Order Form are exclusive of all taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”). Customer will be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Company’s net income.
6.1 Customer Rights. Customer owns and retains: (a) the Customer Data, (b) Customer’s name, logo and other trademarks, and (c) all Intellectual Property Rights in and to any of the foregoing.
6.2 Company Rights. The Site remains the property of Sperta or its licensors. The compilation, collection, arrangement, or assembly of all content in the Site is the exclusive property of Sperta and protected as well. Any code or software code that Sperta creates to generate or display the Site is also protected by Sperta’s copyrights. In addition, Company owns and retains: (a) the Services, and all improvements, enhancements or modifications made thereto by any party; (b) the Documentation (as defined below); (c) the Usage Data (excluding any Customer Data or Customer Confidential Information therein); (d) any software, applications, inventions or other technology developed by Company in connection with providing the Services; (e) Company’s name, logo, and other trademarks; and (f) all Intellectual Property Rights in and to any of the foregoing. No implied licenses or rights are granted by Sperta.
6.3 Feedback. Customer and its Authorized Users may provide Company with feedback concerning the Services or with other comments and suggestions for new products, features, or improvements (collectively, “Feedback”). Each of you and Customer hereby grants Company and its affiliates a limited, worldwide, non-exclusive, royalty-free, fully paid-up right and license to all Feedback (excluding any Customer Confidential Information or Customer Data included therein) and all Intellectual Property Rights therein (except patent rights and trademark and branding rights) to use, perform, display, reproduce, create derivative works, make, have made, use, sell (directly or indirectly), offer for sale or disposition, import, dispose and otherwise exploit such Feedback for any purpose. The foregoing license shall be fully transferable and sublicensable.
7.1 Use and Nondisclosure. A receiving party will not use the disclosing party’s Confidential Information except as necessary under these Terms and will not disclose Confidential Information to any third party except to those of its employees, advisors, service providers, contractors or agents who have a business need to know such Confidential Information; provided that each such party is bound by confidentiality restrictions at least as restrictive as the terms set forth herein. Each receiving party will protect the disclosing party’s Confidential Information from unauthorized use and disclosure using efforts equivalent to the efforts that the receiving party uses with respect to its own confidential information and in no event less than a reasonable standard of care. The provisions of this Section 7.1 will remain in effect during the Platform Term and for a period of three (3) years after the expiration or termination thereof, except with regard to trade secrets of the disclosing party, which will be held in confidence for as long as such information remains a trade secret.
7.2 Exclusions. The obligations and restrictions set forth in Section 7.1 will not apply to any information that: (a) is or becomes generally known to the public through no fault of or breach of these Terms by the receiving party; (b) is rightfully known by the receiving party at the time of disclosure; (c) is independently developed by the receiving party without access to the disclosing party’s Confidential Information; or (d) the receiving party rightfully obtains from a third party who has the right to disclose such information without breach of any confidentiality obligation to the disclosing party.
7.3 Permitted Disclosures. The provisions of this Section 7 will not restrict either party from disclosing the other party’s Confidential Information: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that to the extent legally permitted, the party required to make such a disclosure gives reasonable notice to the other party to enable it to contest such order or requirement or limit the scope of such request; (b) on a confidential basis to its legal or professional financial advisors; (c) as required under applicable securities regulations.
7.4 Injunctive Relief. The receiving party acknowledges that disclosure of Confidential Information could cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the receiving party, the disclosing party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS,” WITHOUT REPRESENTATIONS OR WARRANTYIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, SPERTA EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SPERTA MAKES NO WARRANTY THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. SPERTA MAKES NO WARRANTY REGARDING THE QUALITY OF THE SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SPERTA OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
9.1 Term. These Terms will remain in full force and effect with respect to you so long as you are a user of the Services. You may terminate these Terms as they apply to you by ceasing all use of the Services. Unless terminated earlier in accordance herewith, the term of these Terms as they apply to Customer will commence on the date set forth in the Order Form and will continue for so long as there is an Order Form in effect (the “Platform Term”).
9.2 Modification. Sperta reserves the right, at its sole discretion, to modify these Terms at any time and without prior notice. If we so modify these Terms, we will post the modification on the Site or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms on the Site. By continuing to access or use the Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Service. If the modified Terms of Service are not acceptable to you, your only recourse is to cease using the Services.
9.3 Termination for Cause. Either Company or Customer may terminate these Terms as they apply to Customer upon written notice if the other party breaches any material terms of these Terms and fails to correct the breach within thirty (30) days following written notice from the non-breaching party specifying the breach.
9.4 Suspension or Termination. If you breach any of these Terms, Sperta will have the right to suspend, disable or terminate your account or terminate these Terms as they apply to you (but not as they apply to Customer), at its sole discretion and without prior notice to you. Sperta reserves the right to revoke your access to and use of the Services at any time, with or without cause.
9.5 Rights and Obligations Upon Expiration or Termination. Upon expiration or termination of these Terms as they apply to Customer, Customer’s and its Authorized Users’ right to access and use the Platform will immediately terminate and each will immediately cease all use of the Platform.
9.6 Survival. All sections which by their nature should survive the expiration or termination of these Terms (including the sections titled “Limitation of Liability and “Indemnification”) shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of these Terms.
10.1 Indemnification by Customer. Customer will defend, indemnify and hold harmless Company and its officers, directors, employees and agents, from and against any claims, actions, proceedings, suits, damages, losses, liabilities, damages, expenses or costs (including reasonable attorney’s fees) incurred by Sperta (“Losses”) related to (i) allegations that the Customer Data infringes or violates the rights of a third party, (ii) Customer’s violation of applicable laws, rules or regulations, or (iii) a breach by Customer of Section 4.1.
10.2. Indemnification by You. You agree to defend, indemnify, and hold harmless Company and its officers, directors, employees and agents, from and against any Losses arising out of or in any way connected with your access to or use of the Services or your violation of these Terms or applicable laws, rules or regulations.
10.3 Process for Indemnity. Sperta will (a) provide you or Customer (the “Indemnifying Party”), as applicable, with prompt written notice of any claim; (b) provide reasonable cooperation to the Indemnifying Party, at the Indemnifying Party’s expense, in the defense and settlement of such claim; and (c) give the Indemnifying Party the sole authority to defend or settle such claim, provided that it may not settle any claim in a manner that imposes any material liability upon Sperta or requires Sperta to admit wrongdoing unless the Indemnifying Party obtains Sperta’s consent.
IN NO EVENT WILL SPERTA HAVE ANY LIABILITY TO YOU OR CUSTOMER FOR ANY LOST PROFITS OR REVENUES, DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTIONS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT SPERTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, SPERTA WILL HAVE NO LIABILTY FOR CLAIMS, LOSSES OR DAMAGES CAUSED BY ERRORS OR OMISSIONS IN CUSTOMER DATA OR ANY ACTIONS TAKEN BY COMPANY AT CUSTOMER’S DIRECTION. IN NO EVENT WILL SPERTA’S MAXIMUM AGGREGATE LIABILITY TO CUSTOMER RELATED TO THE SERVICES (INCLUDING FOR ANY BREACH OF THESE TERMS) EXCEED THE FEES PAID BY CUSTOMER TO SPERTA FOR THE SERVICES IN THE TWELVE MONTHS PRECEDING THE CLAIM GIVING RISE TO THE LIABILTY. SPERTA WILL HAVE NO LIABILITY WHATSOEVER TO INDIVIDUAL AUTHORIZED USERS. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SPERTA ON THE ONE HAND AND YOU AND CUSTOMER ON THE OTHER.
If you are a copyright owner or a direct agent thereof and believe that any content in the Services infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent at the following address with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
353 Kearny Street
San Francisco, CA 94108
14.1 Publicity. Sperta will not issue, publish, disclose or release any information regarding its relationship with Customer or utilize any of Customer’s logos, trademarks, or service marks, or Customer’s name, in any advertising, publicity, press release, presentation, or promotion without the express prior written consent of Customer, except that Sperta may list Customer as a customer in written, oral and electronic materials which generally include the names of Sperta’s customers without obtaining prior written consent.
14.2 Notices. Except as otherwise set forth herein, all notices hereunder will be by email. Notices to Sperta should be sent to email@example.com A notice will be deemed to have been duly given the day after it is sent through email.
14.3 Governing Law. These Terms will be governed by the laws of the State of California, without regard to its conflict of law provisions. Any legal action or proceeding relating to these Terms will be brought exclusively in the state or federal courts located in San Francisco, CA. Company, you and Customer hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding.
14.4 Waiver. No failure or delay by a party in exercising any right hereunder will constitute a waiver of that right. No waiver hereunder will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
14.5 Severability. These Terms will be enforced to the fullest extent permitted under applicable law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect.
14.6 Assignment. Neither you nor Customer may assign any of your or Customer’s rights or delegate your or Customer’s obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these Terms in their entirety (including all terms and conditions incorporated herein by reference), without your or Customer’s consent.
14.7 Force Majeure. No party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money owed) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, pandemics, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, rolling blackouts, and internet connectivity disruptions.
14.8 Access Outside the United States. Sperta makes no claims that the Services may be lawfully viewed, downloaded, or accessed outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. These Terms are void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.
14.9 Entire Agreement. These Terms, including any Order Forms, terms, policies or contracts incorporated by reference into these Terms, constitute the entire agreement between you and Customer on the one hand and Sperta on the other hand and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these Terms and any policies or contract referenced in these Terms, the terms of these Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the Order Form and the Terms, the terms of the Order Form will first prevail, followed by the provisions in these Terms, and then followed by any other contracts or policies referenced in these Terms.
14.10 Contacting Sperta. Please feel free to contact us if you have any questions about these Terms. You may contact us at firstname.lastname@example.org or at the following mailing address:
353 Kearny Street
San Francisco, CA 94108