Fraud Matrix – Terms of Use

1.1. These Terms of Use outline the terms and conditions (“Terms”) for your use of the Fraud Intelligence software along with its framework – Fraud Matrix, a web-based platform that allows users to report and learn about cyber fraud schemes and how to prevent and fight them (“Solution”). The Solution constitutes an independent part of the Fraud Protection software developed and owned by Group-IB Global Private Limited, having the principal place of business at: 2 Fusionopolis Way #15-04 Innovis, Singapore, 138634 (“Group-IB”, “we” or “us”).

1.2. These Terms comprise a legally binding agreement between you and Group-IB governing any and all relations connected with or resulting from your registration for and your use of the Solution (“Agreement”).

2.1. These Terms apply to all data uploaded by you to the Solution (“User Content”) and all cyber fraud reports (“Reports”) generated using your Account (as defined below), regardless of who uploads the data or generates the Reports.

2.2. By submitting a registration request for access to the Solution, you agree to these Terms on your own behalf and on behalf of the legal entity you represent.

2.3. You are responsible for ensuring that all persons who access the Solution through your Account strictly abide by these Terms. You agree to take all reasonable steps to prevent unauthorized access to the Solution through your Account. You shall be solely responsible for any activity that occurs with the use of your Account, whether authorized by you or not.

2.4, In these Terms, the words “you” and “your” shall, unless the context otherwise requires, imply the legal entity on whose behalf its representative (“User”) is accepting these Terms. By accepting these Terms, the User represents and warrants that they have the full right, power, and authority to bind the legal entity on whose behalf the User requests registration to obtain access to the Solution.

3.1. All registration requests are processed by Group-IB individually. If we consider your application eligible for access to the Solution, we will provide you with credentials to your private account within the Solution (“Account”).

3.2. Due to capacity limitations and the specific nature of the Solution Group-IB at its sole and exclusive discretion, reserves the right to refuse providing access to the Solution or cancel any existing Account without providing any reasoning if we consider that the existence of such Account or any activities associated with it may violate these Terms, the applicable End User License Agreement (“EULA”), or our Privacy Notice, is incompliant with any applicable laws or regulations, or jeopardize Group-IB’s intellectual property rights or reputation in any possible way.

4.1. By submitting the registration request for access to the Solution you represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Solution and have the right, power, and ability to enter into and perform under these Terms, inter alia you are duly authorized by the legal entity on which behalf you are applying for the Solution to bind such legal entity with these Terms; (c) any information you provide in connection with the Solution, including your business name, accurately and truthfully represents your business or personal identity; (d) you and all transactions initiated by you will comply with all laws, rules, and regulations applicable; (e) you will not use the Solution, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Solution; and (f) your use of the Solution will be in compliance with these Terms.

4.2. Upon our written request, you shall promptly provide us with a written copy of a valid and relevant Power of Attorney, valid board resolution, corporate by-laws or other document evidencing your authority to bind the legal entity you represent by these Terms of Use.

4.2. Upon our written request, you shall promptly provide us with a written copy of a valid and relevant Power of Attorney, valid board resolution, corporate by-laws or other document evidencing your authority to bind the legal entity you represent by these Terms of Use.

5.1. All User Content must: (i) be accurate and truthful to the best of your knowledge; (ii) be lawful and compliant with any applicable laws or regulations; (iii) be not harassing, threatening, obscene, defamatory, or hateful; (iv) not infringe any third-party intellectual property rights.

5.2. All Reports submitted to be posted within a public segment of the Solution, accessible by other users, shall be anonymized and censored to mask any mention of natural persons and legal entities involved in or affected by the fraud scheme reported.

5.3. In a Report containing personal data, you shall bear sole responsibility for ensuring the existence of an appropriate legal basis to process such personal data and a valid authorization to engage Group-IB in processing thereof, as governed by applicable data protection laws and regulations. Group-IB reserves the right to use the personal data disclosed to it through the Solution in accordance with the Fraud Protection Privacy Notice. Posting any sensitive personal data within the Solution, including racial, political, religious, trade union membership, genetic, biometric, sexual orientation, health details of individuals, personal data of minors etc. is strictly prohibited.

5.4. You warrant that your User Content will not violate these Terms and will not cause any harm to us or any third party.

5.5. We reserve the right, but are not obligated, to censor or remove any User Content that we believe violates these Terms or is otherwise objectionable.

6.1. We own all intellectual property rights associated with the Solution, including the underlying software, design, and content.

6.2. By providing you with credentials to the Account, Group-IB grants you a limited non-exclusive, non-sublicensable and non-transferable revocable royalty-free worldwide license to access and use the Solution during the period of the Account existence for your own business purposes in accordance with these Terms and all applicable laws and regulations.

6.3. You must ensure that all individual users having access to the Account on behalf of your legal entity acknowledge and accept the current version of the EULA.

7.1. Unless otherwise expressly stipulated in these Terms, you shall not (and shall not permit any third party to):  (i) reverse engineer, decompile, disassemble, translate or otherwise attempt to discern the source code, interface protocols, underlying ideas or algorithms of the Solution; (ii) remove or modify any proprietary markings or restrictive legends placed on Reports exported from the Solution (where specifically agreed with us); (iii) use the Solution in violation of any applicable law, rule, or regulation;  (iv) introduce into the Solution any, virus, worm, “back door,” Trojan Horse, or similar harmful code, as well as engage in any activity that disrupts or interferes with the normal operation of the Solution (v) reproduce, modify, adapt or create derivative works of any part of the Solution or any content published therein; (vi) rent, lease, distribute, sell, sublicense, transfer, or provide access to the Solution to a third party, except for the legal entity on which behalf the registration request has been submitted; (vii) use the Solution for the benefit of any third party except for the legal entity on which behalf the registration request has been submitted; (viii) incorporate the Solution into a product or service provided to a third party; (ix) interfere with any authorization mechanism in the Solution or otherwise circumvent mechanisms in the Solution intended to limit the use thereof; (x) use the Solution for competitive analysis or to build competitive products.

7.2. For the avoidance of doubt, these Terms do not grant you any rights to use our tradename, logos, trademarks or service marks.

8.1. In consideration of your use of the Solution, you hereby grant to Group-IB a non-exclusive, worldwide, royalty-free, perpetual, irrevocable right to access and license to use, reproduce, modify, adapt, publish, translate, distribute, create derivative works of, and otherwise exploit (collectively, “use”) any User Content and Reports for any purpose whatsoever, commercial or non-commercial, without any obligation to identify or attribute any Reports or User Content to you.

8.2. You represent and warrant that you have all necessary rights, licenses, and permissions to grant the foregoing license to Group-IB, and that your use of the Solution and your provision of User Content will not infringe upon the rights of any third party.

9.1. We will use commercially reasonable efforts to keep the Solution available and functioning properly. However, we cannot guarantee that it will always be available or error-free.

9.2. THE SOLUTION IS PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, GROUP-IB SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. GROUP-IB DOES NOT WARRANT OR GUARANTEE THAT THE SOLUTION IS ACCURATE, RELIABLE OR CORRECT; THAT THE SOLUTION WILL MEET YOUR REQUIREMENTS; THAT THE SOLUTION WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.

Should you do anything in violation of these Terms, the applicable EULA or the Privacy Notice, that gets us sued, fined or results in a reputational damage for us, you agree to cover our losses as described below.

You will indemnify, defend, and hold Group-IB (including, but not limited to, our employees, directors, shareholders, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (b) your wrongful or improper use of the Solution; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (d) your violation of any law, rule or regulation according to applicable law.

12.1. The Agreement will remain in effect until terminated by you or us.

12.2. You may terminate the Agreement at any time by requesting termination of your Account or by discontinuing your use of the Solution.

12.3. We may terminate this Agreement for any reason, at any time, with or without notice.

Upon termination of the Agreement: (a) the license and any other rights granted to you by Group-IB under these Terms will end and your access to the Solution will be restricted, (b) we may delete your Account along with any User Content stored on our servers, and (c) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of your access to the Solution, or for deletion of your information.

The Agreement shall be governed by the substantive law of Singapore. Any dispute, controversy or claim arising out of or in connection with these Terms and/or the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in these Terms. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 1 (one) arbitrator. The language to be used in the arbitral proceedings shall be English.

15.1. Severability. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be considered excluded, while other provisions shall remain in full force and effect.

15.2. Amendments. We reserve the right to modify these Terms at any time. You are responsible for checking the Terms periodically for updates.

Your continued use of the Solution following the posting of revised Terms will constitute your acceptance of the revised Terms and the respective amendment of the Agreement.

15.3. Assignment. We may assign our rights and obligations under these Terms and/or the Agreement to another party at any time without your prior written consent. You may not assign your rights or obligations under these Terms without our prior written consent.

15.4. Headings. Section headings are for convenience purposes only and shall not be used in the interpretation of these Terms.

15.5. Contact Information. If you have any questions about these Terms or the Solution, please contact us at: fraud-team@group-ib.com