The following terms are supplemental to the Source Services Agreement (hereinafter “Agreement”) entered into between the Client (as defined in the Agreement) and Source (as defined in the Agreement).

Capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement.

Whereas:

A. The Parties have entered into the Services Agreement on the Effective Date;

B. Client wishes to make use of the Services specified hereunder as part of the Source Services defined in the Service Agreement;

C. Source is willing to provide the Services to the Client subject to the conditions set forth in this Addendum;

D. This Addendum shall form an integral part of the Service Agreement and all other provisions and pricing as outlined in the Service Agreement and/or any other addenda not specifically amended herein, shall remain in full force and effect and unchanged. Any capitalized terms not specifically defined in this Addendum shall have the meaning assigned to them in the Agreement.

The Parties have agreed as follows:

1. Definitions

The following capitalized terms shall bear the meaning ascribed thereto:

“Accepted” shall mean a determination made by Source, on the basis of the analysis carried out on Transactions submitted in terms of this Addendum, that a Transaction is not likely to be fraudulent and shall therefore be accepted and processed;

“Addendum” shall mean this addendum in its entirety, including all schedules and annexes thereto, the any relevant and applicable guidelines, procedures, rules or conditions issued by Source, as the same may be amended from time to time;

“Declined” shall mean a determination made by Source, on the basis of the analysis carried out on Transactions submitted in terms of this Addendum, that a Transaction is likely to be fraudulent and shall therefore be declined;

“Fees” shall mean the fees or other payments described in Annex 1 of this Addendum;

“Services” shall mean, for the purposes of this Addendum, a Smart Guard Services and/or Smart Guard PlusServices;

“Set of Rules” shall mean a set of rules established by Client or by  Credorax or by a third party vendor, according to the specifications provided by the Client, in a dedicated self service portal  for the purpose of predicting a likelihood of fraudulent activity and as may be amended from time to time by the Client

“Smart Guard/Smart Guard Plus Services” shall mean a fraud scoring service and additional related services, which are based on an analysis of Transactions according to machine learning engine, and/or establishment of a Set of Rules, for the purpose of determining the Transaction in question as Accepted or Declined. The services include and are not limited to:

i. threshold management;
ii. Set of Rules management;
iii. advanced control and customization options via API, including:

a. option to obtain fraud score only;
b. option to bypass Smart Guard Services;
c. option to set ad-hoc thresholds for Smart Guard Services;

iv. consultancy services in relation to the Smart Guard Services;
v. advanced analytics (under standard Smart Guard Services Client is provided with standard transaction reports)

The establishment and management of the Set of Rules shall be solely under the liability of the Client, and Source is released from any accountability or liability in connection therewith or it results.

2. General

2.1. Subject to Client’s duly payment of all Fees to Source, Source will provide the Services in accordance with the terms and subject to the conditions contained in this Addendum.

2.2. Any Fees stated as payable to Source by the Client under this Agreement shall be exclusive of VAT and/or any other taxes, if applicable, and are non-refundable.

2.3. The Client shall submit to Source any information reasonably required by Source for the provision of the Services, without undue delay. Source shall not be liable for any delay, failure to provide or any inaccuracy of any information provided by the Client.

2.4. The Client shall adhere to any technical or other Services related requirements established by Source within ten (10) Business Days.

3. Services

3.1. In the course of providing the Services, Source shall provide a service for analyzing the possibility that a Transaction is fraudulent; and (ii) as a result of that analysis, determine and rate the Transaction as Accepted or Declined. Source shall also provide Smart Guard Plus if the Client provides confirmation in writing that the Client wishes to receive such services, and any such confirmation shall be reflected in Annex 1 of this Addendum.

3.2. Parties acknowledge that (i) the determination as to whether a Transaction should be Accepted or Declined is valid only for the point in time at which the analysis is carried out, and that subsequent determinations may lead to a different result; (ii) changes in the underlying data such as but not limited to, establishing a Set of Rules or making changes thereto,  on which the analysis and determination as to whether a Transaction is Approved or Declined may lead to outdated or inaccurate results; and (iii) the Services are provided “as is” and “as available” basis and are without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, Client ability and fitness for a particular purpose, and any warranties implied by any course of performance, usage of trade, or course of dealing, all of which are expressly disclaimed.

4. Upgrades and Support

4.1. From time to time, Source may make upgrades, patches, enhancements, or fixes for the product (“Upgrades”) and such Upgrades will become part of the applicable product and subject to this Addendum, as will be notified in writing to the Client.

Source shall provide support to the Client by third party providers, subject to reasonable availability of third party providers resources. Source shall use commercially reasonable efforts to pro-actively improve the reliability of the Services or resolve incidents that arise from Client interaction or malfunction of the Services or Services components. Source may coordinate communications between the Client and any third party provider/s on whom the Services may be dependent.

5. Confidential Information

5.1. Except as expressly set forth in this Addendum, the Client shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of any aspect of the Services; (ii) modify or create derivative works based on an aspect of the Services; (iii) copy, distribute, assign, or otherwise transfer rights to any aspect of the Services; (iv) remove or otherwise alter any proprietary notices or labels from any aspect of the Services; (v) use any aspect of the Services to build an application, product or service that is competitive with any product or service referred to in this Addendum; (vi) interfere or attempt to interfere with the proper working of aspect of the Services or any activities referred to in this Addendum; or (vii) bypass any measures Source or any third party solutions provider may use to prevent or restrict access to any aspect of the Services (or other accounts, computer systems or networks connected to any aspect of the Services). The Client is responsible for its activity in connection with the Services, including but not limited to transferring any personal data, or other protected information or data.Client(a) shall use all aspects of the Services in compliance with all applicable laws, treaties and regulations (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (b) shall not use any aspect of the Services in a manner that violates any third party intellectual property, contractual or other proprietary rights.

6. Client’s Data

6.1. For purposes of this Addendum, “Client Data” means any data, information or other material provided, uploaded, or submitted by the Client directly or indirectly in relation to the provision of the Services.The Client shall retain all right, title and interest in and to the Client Data. The Client shall have sole responsibility for the accuracy, quality, legality, reliability, appropriateness and intellectual property ownership of all Client Data (and without limiting the foregoing, Client shall ensure that it obtains all consents necessary to allow Source and/or any third party solutions provider/s to use the Client Data as permitted herein). Source shall not be responsible for unauthorized access to Client Data or the unauthorized use of any aspect of the Services unless such access is due to Source’s gross negligence or willful misconduct. Client agrees and acknowledges that any Client Data in Source’s or any third party solutions provider’s possession may be irretrievably deleted if Client account is ninety (90) days or more delinquent. Notwithstanding anything to the contrary, Client acknowledges and agrees that (i) Source and any third party on whom the Services are wholly or partially dependent may internally use and modify (but not disclose) Client Data for the purposes of (A) providing the Services to Client , (B) testing, improving and operating the Source Services and the Services under this Addendum, and (C) generating Aggregated De-Identified Data (as defined below), and (ii) Source and a third party on whom the Services are wholly or partially dependent may use the Aggregated De-Identified Data for a lawful business purpose. “Aggregated De-Identified Data” means data submitted to, collected by, or generated by Source or any third party on whom the Services are wholly or partially dependent in connection with Client use of the Services, but only in aggregate, de-identified form which can in no way be linked specifically to the Client.

7. Term, Suspension and Termination of the Addendum

7.1. The initial term of this Addendum shall be for a one (1) year from the effective date of this Addendum (“Initial Term”). This Addendum shall, if not terminated in any manner permitted under this clause, be automatically renewed for subsequent periods of one (1) year (“Additional Term”).

7.2. Each Party shall be entitled to terminate this Addendum for convenience upon the expiration of the Initial Term or any subsequent Additional Term. In such case, the Party must notify the other Party of its intention to terminate this Addendum at least two (2) months before the end of the Additional Term.

7.3. The termination of this Addendum will not affect the liability of a Party towards the other Party, existing under the main Agreement.

8. Indemnification

Each Party shall defend, indemnify, and hold harmless the other Party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that the Client Data or its use of the Services infringes, violates, or misappropriates any third party intellectual property or proprietary right. 

9. Limitation of Liability

Except for the Parties Indemnification Obligations, in no event shall either Party, nor its directors, employees, agents, partners, suppliers or content providers, be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the subject matter of this Addendum, including without limitation (i) lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages (ii) bugs, viruses, trojan horses, or the like (regardless of the source of origination), or (iii) any direct damages in excess of 12 months of Fees under this Addendum.

10. Severability

If any of the clauses (or part thereof) of this Addendum is or becomes invalid or unenforceable for any reason whatsoever, the validity of the remaining clauses or part thereof will not in any way be affected or impaired. If any invalid or unenforceable clause or part thereof of this Addendum would be valid or enforceable if its form or effect were modified in any way, it shall be deemed to have the modified form or effect provided that Source gives its consent.

11. Notification

Any notice to be given by either of the Parties under the Addendum shall be given in writing. 

12. Counterparts

 The Parties hereto have caused this Addendum to be duly executed by accepting it under the terms of the Services Agreement.