Last updated: January 1, 2025
These Terms of Service ("Terms") constitute a legally binding agreement between InferX, Inc. ("InferX," "we," "us," or "our") and you or the entity you represent ("Customer," "you," or "your") governing your access to and use of the InferX fraud detection and risk scoring platform, APIs, related software, and services (collectively, the "Services") available at getinferx.com.
By creating an account, clicking "I Agree," accessing the Services, or executing an Order Form that references these Terms, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an entity, you represent that you have authority to bind that entity to these Terms. If you do not agree to these Terms, do not access or use the Services.
The following terms have the meanings set forth below:
To access the Services, Customer must create an Account by providing accurate, complete, and current information. Customer is responsible for maintaining the accuracy of Account information and for all activities that occur under Customer's Account.
Customer is responsible for maintaining the confidentiality of all API keys, authentication credentials, and access tokens associated with Customer's Account. Customer must promptly notify InferX at hi@getinferx.com upon discovering any unauthorized use of Customer's Account, credentials, or any other security breach. InferX is not liable for any loss or damage arising from Customer's failure to comply with this security obligation.
Customer may authorize its employees, contractors, and agents to use the Services on Customer's behalf as Authorized Users. Customer is fully responsible for the acts and omissions of Authorized Users in connection with the Services. Customer must ensure that all Authorized Users comply with these Terms and that access credentials are not shared between individuals.
The Services are intended for use by businesses and their representatives. By creating an Account, you represent that you are at least 18 years of age, are entering into these Terms in your capacity as an authorized representative of a business entity, and have the legal capacity to form a binding contract.
InferX offers subscription plans based on monthly transaction volume scored through the API. Current plan details, including volume tiers and features, are available at getinferx.com/price. InferX may modify subscription plan pricing with 60 days written notice to existing subscribers.
Customer agrees to pay all fees specified in the applicable subscription plan or Order Form. Fees are stated in US dollars and are exclusive of applicable taxes. Customer is responsible for all taxes, duties, and similar charges imposed by any governmental authority in connection with the Services, excluding taxes based on InferX's net income.
For subscription plans billed monthly, fees are charged in advance at the start of each billing period. For volume-based plans, overages above the committed volume tier are billed in arrears based on actual usage at the applicable overage rate.
InferX accepts major credit cards (Visa, Mastercard, American Express) and ACH bank transfers for US-based customers with annual commitments exceeding $12,000. Payment information is processed by Stripe, Inc., a PCI DSS Level 1 certified payment processor. InferX does not store raw payment card data.
Invoices not paid within 30 days of the due date are subject to interest charges of 1.5% per month (or the maximum rate permitted by applicable law, whichever is less). If payment is more than 45 days past due and Customer has not disputed the invoice in good faith, InferX may suspend access to the Services until the outstanding balance is paid in full. InferX will provide at least 5 business days written notice before suspending Services for non-payment.
Fees paid are non-refundable except as expressly set forth in these Terms or as required by applicable law. If InferX terminates a subscription without cause, InferX will provide a pro-rated refund for the remaining unused portion of the prepaid Subscription Term. No refunds are provided for partial months or partial billing periods in monthly subscription plans.
InferX may offer free trial access to the Services for a specified evaluation period. During a free trial, Customer may use the Services subject to these Terms and any additional terms specified for the trial. At the end of the trial period, continued access requires enrollment in a paid subscription. InferX may terminate a free trial at any time with 3 days notice.
Subject to these Terms and payment of applicable fees, InferX grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to: (a) access and use the Services solely for Customer's internal business purposes in connection with payment fraud detection and risk scoring; (b) access and use the Documentation in connection with that use; and (c) allow Authorized Users to access and use the Services on Customer's behalf in accordance with these Terms.
Customer must not, and must not allow any third party to:
InferX provides RESTful and gRPC API endpoints for integration with Customer's payment authorization infrastructure. API keys are unique credentials assigned to Customer's Account. Customer is responsible for securing API keys and must not expose them in client-side code, public repositories, or shared environments.
InferX enforces API rate limits and monthly transaction quotas based on Customer's subscription plan. Rate limit details are specified in the Documentation. InferX may adjust rate limits to maintain platform stability and fair usage across all customers. InferX will provide advance notice of material reductions in rate limits where reasonably practicable.
InferX targets 99.99% monthly API availability as measured at the InferX infrastructure boundary. Service Level Agreement terms, including credit procedures for downtime events, are specified in the applicable Order Form for Enterprise subscriptions. Standard and Growth plan subscribers are subject to commercially reasonable availability targets without formal SLA credits.
Scheduled maintenance windows, force majeure events, and outages caused by Customer infrastructure or third-party services outside InferX's control are excluded from availability calculations.
Customer is responsible for implementing API integrations in accordance with InferX's Documentation and technical specifications. InferX provides technical support resources to assist with initial integration but is not responsible for Customer's integration code, internal systems, or network infrastructure.
As between InferX and Customer, Customer retains all right, title, and interest in Customer Data. InferX does not claim ownership of Customer Data. Customer grants InferX a limited license to process Customer Data solely as necessary to provide the Services.
To the extent Customer submits personal data (as defined under applicable privacy law) to the Services, InferX and Customer agree that such processing is governed by InferX's Data Processing Agreement (DPA), which is incorporated into these Terms by reference. The DPA is available upon request at hi@getinferx.com. For customers subject to GDPR, the DPA includes Standard Contractual Clauses.
InferX may use Customer Data to: (a) provide and operate the Services; (b) monitor and improve Service performance and accuracy; (c) develop aggregated, anonymized statistical insights about fraud patterns, provided that no such insights are attributable to Customer or contain Customer's identifying information; and (d) comply with legal obligations. InferX will not use Customer Data for marketing, advertising, or training models that are made commercially available without Customer's prior written consent.
InferX implements security measures described in the Documentation and applicable DPA to protect Customer Data from unauthorized access, disclosure, or destruction. Customer is responsible for the security of Customer Data before it is submitted to the Services and for ensuring that Customer's use of the Services complies with applicable data protection laws.
InferX and its licensors own all right, title, and interest in the Services, including all software, algorithms, models, APIs, Documentation, and related intellectual property ("InferX IP"). These Terms do not grant Customer any ownership interest in InferX IP. All rights not expressly granted in these Terms are reserved by InferX.
If Customer provides InferX with suggestions, ideas, or feedback about the Services ("Feedback"), Customer grants InferX a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate such Feedback into the Services or related products without obligation or restriction. InferX has no obligation to use or implement any Feedback.
Customer grants InferX a limited, non-exclusive right to use Customer's company name and logo to identify Customer as an InferX customer in customer lists, case studies, or marketing materials, provided that InferX will obtain Customer's prior approval before publishing any case study that includes confidential business information about Customer's operations or performance results.
"Confidential Information" means any non-public information disclosed by one party to the other in connection with these Terms that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including Customer Data, InferX's proprietary algorithms and technical architecture, pricing information, business plans, and trade secrets.
Each party agrees to: (a) hold the other's Confidential Information in confidence using at least the same degree of care it uses for its own confidential information, but not less than reasonable care; (b) not disclose Confidential Information to any third party without the other party's prior written consent; and (c) use Confidential Information only as necessary to perform its obligations or exercise its rights under these Terms.
Confidentiality obligations do not apply to information that: (a) was publicly available at the time of disclosure or becomes publicly available without breach of these Terms; (b) was rightfully known to the receiving party before disclosure; (c) is rightfully received from a third party without confidentiality restriction; or (d) is independently developed by the receiving party without reference to the Confidential Information. Disclosure required by law or court order is permitted provided the receiving party gives prompt written notice to the disclosing party (to the extent permitted by law) and cooperates with reasonable efforts to limit disclosure.
Each party represents and warrants that: (a) it has the legal authority to enter into these Terms; (b) its execution and performance of these Terms does not violate any other agreement to which it is a party; and (c) it will comply with all applicable laws and regulations in connection with its performance under these Terms.
InferX warrants that the Services will perform materially in accordance with the Documentation during the Subscription Term. As Customer's sole remedy for a breach of this warranty, InferX will use commercially reasonable efforts to correct the non-conforming Service within a reasonable time after receiving written notice describing the non-conformance in sufficient detail. If InferX cannot correct the non-conformance within 30 days of such notice, Customer may terminate the affected Services and receive a pro-rated refund for the unused prepaid subscription period.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.2, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." INFERX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. INFERX DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES. INFERX DOES NOT WARRANT ANY SPECIFIC FRAUD DETECTION RATE, FALSE POSITIVE RATE, OR OTHER PERFORMANCE OUTCOME. FRAUD DETECTION IS AN INHERENTLY PROBABILISTIC ACTIVITY AND ACTUAL PERFORMANCE WILL VARY BASED ON CUSTOMER'S TRANSACTION DATA, MERCHANT MIX, AND FRAUD PATTERNS.
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE).
EACH PARTY'S TOTAL AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO INFERX IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
The limitations in Sections 10.1 and 10.2 do not apply to: (a) either party's indemnification obligations; (b) either party's obligations of confidentiality; (c) infringement of the other party's intellectual property rights; (d) damages caused by a party's gross negligence or willful misconduct; or (e) liability that applicable law prohibits from limitation.
Customer will defend, indemnify, and hold harmless InferX and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's use of the Services in violation of these Terms or applicable law; (b) Customer Data, including any claim that Customer Data infringes or misappropriates any third party's intellectual property rights or privacy rights; or (c) Customer's gross negligence or willful misconduct.
InferX will defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) alleging that the Services, as provided by InferX and used in accordance with these Terms, infringe or misappropriate any third party's intellectual property rights. InferX has no obligation under this section for claims arising from: (a) Customer's modification of the Services; (b) use of the Services in combination with products or services not provided by InferX; (c) use of the Services after InferX has notified Customer of a non-infringing alternative.
These Terms take effect on the date Customer first accepts them and continue until all subscriptions have expired or been terminated in accordance with these Terms.
Customer may cancel a monthly subscription at any time by providing 30 days written notice to hi@getinferx.com. Cancellation becomes effective at the end of the current billing period. Annual subscriptions may be cancelled without cause upon 30 days written notice, with no refund for the remaining prepaid period unless terminated under Section 12.3.
Either party may terminate these Terms upon 30 days written notice if the other party materially breaches these Terms and fails to cure the breach within that notice period. InferX may immediately terminate or suspend access to the Services (without notice) if Customer: (a) violates the restrictions in Section 4.2; (b) uses the Services in a manner that creates legal exposure for InferX; (c) fails to pay fees when due and fails to cure non-payment within 15 days of notice; or (d) becomes insolvent or subject to bankruptcy or insolvency proceedings.
Upon expiration or termination of these Terms: (a) all licenses granted to Customer under these Terms immediately terminate; (b) Customer must cease using the Services and delete all InferX API keys; (c) InferX will make Customer Data available for export for 30 days following termination, after which InferX will delete Customer Data in accordance with its data retention procedures; and (d) accrued payment obligations survive termination.
These Terms are governed by the laws of the State of California, without regard to its conflict of law provisions. Any disputes arising out of or related to these Terms will be resolved through binding arbitration under the American Arbitration Association's Commercial Arbitration Rules, conducted in San Francisco, California. Either party may seek injunctive relief from a court of competent jurisdiction to prevent imminent irreparable harm pending arbitration.
Customer waives any right to bring claims against InferX as a plaintiff or class member in any class action lawsuit. Claims must be brought on an individual basis in arbitration.
These Terms, together with the Privacy Policy, Cookie Policy, applicable Order Forms, and the Data Processing Agreement (where applicable), constitute the entire agreement between InferX and Customer regarding the Services and supersede all prior agreements, representations, and understandings relating to the subject matter hereof.
InferX may update these Terms from time to time. For material changes, InferX will provide at least 30 days written notice to Customer's registered email address before changes take effect. Customer's continued use of the Services after the effective date of updated Terms constitutes acceptance. If Customer objects to a material change, Customer may terminate the affected subscription by written notice within the 30-day notice period and receive a pro-rated refund for the prepaid unused subscription period.
If any provision of these Terms is found unenforceable, the remaining provisions continue in full effect. InferX's failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
Customer may not assign these Terms or any rights under these Terms without InferX's prior written consent. InferX may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets. These Terms bind and benefit the parties and their permitted successors and assigns.
Neither party is liable for delays or failures in performance caused by circumstances beyond that party's reasonable control, including natural disasters, acts of government, labor disputes, internet outages, third-party infrastructure failures, or cyberattacks. The affected party must promptly notify the other party and use reasonable efforts to minimize the impact and duration of the force majeure event.
Questions about these Terms may be directed to InferX at hi@getinferx.com or by mail at InferX, Inc., Attn: Legal, 3000 Hanover Street, Palo Alto, CA 94304.