Cloudfox Services Agreement — United States

Welcome to Cloudfox.

This Cloudfox Services Agreement (“Agreement”) is a legal agreement between Cloudfox, LLC. (“Cloudfox”, “us”, or “we”) and the entity or person (“you”, “your”, or “user”) who registered on the Cloudfox Account page to receive certain payment processing, data, technology and analytics services, and other business services that may be offered by Cloudfox and its affiliates (each, a “Service”). This Agreement describes the terms and conditions that apply to your use of the Services. If you do not understand any of the terms of this Agreement, please contact us before using the Services.

You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.

Section A: General Terms

1. Overview of this Agreement

This Agreement provides a general description of the Services that Cloudfox may provide to you, including those that allow you to accept payments from purchasers of your goods or services or donors to your organization (your “Customers”). We provide you with a more detailed description of the Services through published software libraries and application programming interfaces that may be used to access the Services (the “API”) and additional resources we make available to you on our website. Before using the Services, you must register with Cloudfox and create an account (a “Cloudfox Account”).

Section A describes the process of registering for and using your Cloudfox Account.

Section B describes your use of the API and the Services.

Section C describes the Payment Processing Services, which are one type of Service provided by Cloudfox.

Section D describes proper handling, management, and use of data generated during your use of the Services, including your Customers’ data.

Finally, Section E describes your liability to Cloudfox for all losses connected with your Cloudfox Account, your agreement to resolve all disputes with Cloudfox by arbitration and not in a lawsuit, and other legal terms that apply to you.

2. Your Cloudfox Account

a. Registration and Permitted Activities: Only businesses (including sole proprietors), bona fide charitable organizations, and other entities or persons located in the United States are eligible to apply for a Cloudfox Account to use the Services described in this Agreement. Cloudfox and its affiliates may provide Services to you or your affiliates in other countries or regions under separate agreements. To register for a Cloudfox Account, you or the person or people submitting the application (your “Representative”) must provide us with your business or trade name, physical address, email, phone number, tax identification number, URL, the nature of your business or activities, and certain other information about you that we require. We may also collect personal information (including name, birthdate, and government-issued identification number) about your beneficial owners, principals, and your Cloudfox Account administrator. Until you have submitted, and we have reviewed and approved, all required information, your Cloudfox Account will be available to you on a preliminary basis only, and we may terminate it at any time and for any reason.

If you use Payment Processing Services, your name (or the name used to identify you) and URL may appear on your Customers’ bank or other statements. To minimize confusion and avoid potential disputes, these descriptors must be recognizable to your Customers and must accurately describe your business or activities. You may only use Payment Processing Services to facilitate Transactions (as defined below) with your Customers. You may not use Payment Processing Services to send money to others, to conduct any personal transactions, or for any other purposes prohibited by this Agreement.

b. Business Representative: You and your Representative individually affirm to Cloudfox that (i) your Representative is authorized to provide the information described in this Section A.2 on your behalf and to bind you to this Agreement and (ii) your Representative is an executive officer, senior manager or otherwise has significant responsibility for the control, management or direction of your business. We may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority. Without the express written consent of Cloudfox, neither you nor your Representative may register or attempt to register for a Cloudfox Account on behalf of a user Cloudfox previously terminated from use of the Services.

If you are a sole proprietor, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers, including payment of any amounts owed under this Agreement.

The following special requirements apply in relation to persons that are not at least 18 years old. If you are an individual or sole proprietor, and you are not at least 18 years old, but you are 13 years old or older, your Representative must be your parent or legal guardian. If you are a legal entity that is owned, directly or indirectly, by an individual who is not at least 18 years old, but the individual is 13 years old or older, your Representative must either obtain the consent of your board or of an authorized officer. Any such approving board, authorized officer, parent, or legal guardian is responsible to Cloudfox and is legally bound to this Agreement as if it had agreed to the terms of this Agreement itself. **You may not use the Services if you are under 13 years of age. **

c. Validation and Underwriting: At any time during the term of this Agreement and your use of the Services, we may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you or your Representative’s identity, and assess the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licenses, or other information related to your business, its beneficial owners or principals. If you use Payment Processing Services, we may also request that you provide copies of financial statements or records pertaining to your compliance with this Agreement, or require you to provide a personal or company guarantee. Your failure to provide this information or material may result in suspension or termination of your Cloudfox Account.

You authorize us to retrieve information about you from our service providers and other third parties, including credit reporting agencies and information bureaus and you authorize and direct such third parties to compile and provide such information to us. You acknowledge that this may include your name, addresses, credit history, and other data about you or your Representative. You acknowledge that we may use your information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of your Cloudfox Account. Cloudfox may periodically update this information as part of our underwriting criteria and risk analysis procedures.

d. Changes to Your Business, Keeping your Cloudfox Account Current: You agree to keep the information in your Cloudfox Account current. You must promptly update your Cloudfox Account with any changes affecting you, the nature of your business activities, your Representatives, beneficial owners, principals, or any other pertinent information. We may suspend your Cloudfox Account or terminate this Agreement if you fail to keep this information current. You also agree to promptly notify us in writing no more than three days after any of the following occur: you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action (any of the foregoing, a “Bankruptcy Proceeding”); there is an adverse change in your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of your business; you transfer or sell 25% or more of your total assets, or there is any change in the control or ownership of your business or parent entity; or you receive a judgment, writ or warrant of attachment or execution, lien or levy against 25% or more of your total assets.

3. Your Relationship with Your Customers

You may only use the Services for legitimate Transactions with your Customers. You know your Customers better than we do, and you are responsible for your relationship with them. Cloudfox is not responsible for the products or services you publicize or sell, or that your Customers purchase using the Services; or if you accept donations, for your communication to your Customers of the intended use of such donations. You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services you provide to your Customers.

Cloudfox provides Services to you but we have no way of knowing if any particular purchase, sale, donation, order, or other transaction (each a “Transaction”) is accurate or complete, or typical for your business. You are responsible for knowing whether a Transaction initiated by your Customer is erroneous (such as a Customer purchasing one item when they meant to order another) or suspicious (such as unusual or large purchases, or a request for delivery to a foreign country where this typically does not occur). If you are unsure if a Transaction is erroneous or suspicious, you agree to research the Transaction and, if necessary, contact your Customer before fulfilling or completing the Transaction. You are solely responsible for any losses you incur due to erroneous or fraudulent Transactions in connection with your use of the Services.

4. Fees and Fines

Cloudfox will provide the Services to you at the rates and for the fees (“Fees”) described on the Pricing page. The Fees include charges for Transactions (such as processing a payment) and for other events connected with your Cloudfox Account (such as handling a disputed charge). We may revise the Fees at any time. However, we will provide you with at least 30 days’ advance notice before revisions become applicable to you (or a longer period of notice if this is required by applicable Law). In addition to the Fees, you are also responsible for any penalties or fines imposed in relation to your Cloudfox Account on you or Cloudfox by Cloudfox or any Payment Method Provider or Payment Method Acquirer (each as defined in Section C) resulting from your use of Payment Processing Services in a manner not permitted by this Agreement or a Payment Method Provider’s rules and regulations. You are also obligated to pay all taxes, fees and other charges imposed by any governmental authority (“Taxes”), including any value added tax, goods and services tax, provincial sales tax and/or harmonized sales tax on the Services provided under this Agreement. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.

5. Services and Cloudfox Account Support

We will provide you with support to resolve general issues relating to your Cloudfox Account and your use of the Services. This support includes resources and documentation that we make available to you through the current versions of Cloudfox’s support pages, API documentation, and other pages on our website (collectively, “Documentation”). The most efficient way to get answers to your questions is to review our Documentation. If you still have questions after reviewing the Documentation, please contact us.

You are solely responsible for providing support to Customers regarding Transaction receipts, product or service delivery, support, returns, refunds, and any other issues related to your products and services and business activities. We are not responsible for providing support for the Services to your Customers unless we agree to do so in a separate agreement with you or one of your Customers.

6. Taxes and Other Expenses

Our fees are exclusive of any applicable Taxes, except as expressly stated to the contrary. You have sole responsibility and liability for: (i) determining what, if any, Taxes apply to the sale of your products and services, acceptance of donations, or payments you receive in connection with your use of the Services; and (ii) assessing, collecting, reporting, and remitting Taxes for your business to the appropriate tax and revenue authorities. If we are required to withhold any Taxes, or we are unable to validate any tax-related identification information you provide to us, we may deduct such Taxes from amounts otherwise owed and pay them to the appropriate taxing authority. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status. Upon our reasonable request, you must provide us with information regarding your tax affairs.

We may send documents to you and tax authorities for Transactions processed using the Services. Specifically, pursuant to applicable Law (including the Internal Revenue Code), we may be required to file periodic informational return with taxing authorities in relation to your use of the Services. If you use Payment Processing Services, you acknowledge that we will report the total amount of payments you receive each calendar year as required by the Internal Revenue Service. We also may, but are not obliged to, electronically send you tax-related information (including, when you provide us your tax identification number, a Form 1099-K).

7. Service Requirements, Limitations and Restrictions

a. Compliance with Applicable Laws: You must use the Services in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Services and to Transactions. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.

b. Restricted Businesses and Activities: You may not use the Services to enable any person (including you) to benefit from any activities Cloudfox has identified as a restricted business or activity (collectively, “Restricted Businesses”). Restricted Businesses include use of the Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). Please review the list of Restricted Businesses thoroughly before registering for and opening a Cloudfox Account. If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact us. We may add to or update the Restricted Business List at any time.

c. Other Restricted Activities: You may not use the Services to facilitate illegal Transactions or to permit others to use the Services for personal, family or household purposes. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public Cloudfox systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Services, Documentation, or our website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the Services with no added value to Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Services except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect use of the Services by our other users; or (ix) impose an unreasonable or disproportionately large load on the Service.

8. Suspicion of Unauthorized or Illegal Use

We may refuse, condition, or suspend any Transactions that we believe: (i) may violate this Agreement or other agreements you may have with Cloudfox; (ii) are unauthorized, fraudulent or illegal; or (iii) expose you, Cloudfox, or others to risks unacceptable to Cloudfox. If we suspect or know that you are using or have used the Services for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your Cloudfox Account, your Customers, and Transactions made through your use of the Services.

9. Disclosures and Notices; Electronic Signature Consent

a. Consent to Electronic Disclosures and Notices: By registering for a Cloudfox Account, you agree that such registration constitutes your electronic signature, and you consent to electronic provision of all disclosures and notices from Cloudfox (“Notices”), including those required by Law. You also agree that your electronic consent will have the same legal effect as a physical signature.

b. Methods of Delivery: You agree that Cloudfox can provide Notices regarding the Services to you through our website or through the Dashboard (as defined below), or by mailing Notices to the email or physical addresses identified in your Cloudfox Account. Notices may include notifications about your Cloudfox Account, changes to the Services, or other information we are required to provide to you. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you within 24 hours of the time a Notice is either posted to our website or emailed to you.

c. SMS and Text Messages: You authorize us to provide Notices to you via text message to allow us to verify your or your Representative’s control over your Cloudfox Account (such as through two-step verification), and to provide you with other critical information about your Cloudfox Account. Standard text or data charges may apply to such Notices. Where offered, you may disable text message notifications in the Dashboard by responding to any such message with “STOP”, or by following instructions provided in the message. However, by disabling text messaging, you may be disabling important Security Controls (as defined below) on your Cloudfox Account and may increase the risk of loss to your business.

d. Requirements for Delivery: It should come as no surprise to you that you will need a computer or mobile device, Internet connectivity, and an updated browser to access your Dashboard and review the Notices provided to you. If you are having problems viewing or accessing any Notices, please contact us and we can find another means of delivery.

e. Withdrawing Consent: Due to the nature of the Services, you will not be able to begin using the Services without agreeing to electronic delivery of Notices. However, you may choose to withdraw your consent to receive Notices electronically by terminating your Cloudfox Account.

10. Termination

a. Term and Termination: This Agreement is effective upon the date you first access or use the Services and continues until terminated by you or Cloudfox. You may terminate this Agreement by closing your Cloudfox Account at any time by opening the data tab in your account settings, selecting “close my account” and ceasing to use the Service. If you use the Services again or register for another Cloudfox Account, you are consenting to this Agreement. We may terminate this Agreement or close your Cloudfox Account at any time for any reason (including, without limitation, for any activity that may create harm or loss to the goodwill of a Payment Method) by providing you Notice. We may suspend your Cloudfox Account and your ability to access funds in your Cloudfox Account, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Services because of significant fraud or credit risk, or any other risks associated with your Cloudfox Account; (ii) you use the Services in a prohibited manner or otherwise do not comply with any of the provisions of this Agreement; (iii) any Law, Payment Method Provider or Payment Method Acquirer requires us to do so; or (iv) we are otherwise entitled to do so under this Agreement. A Payment Method Provider or Payment Method Acquirer may terminate your ability to accept its Payment Method, at any time and for any reason, in which case you will no longer be able to accept the Payment Method under this Agreement.

b. Effects of Termination: Termination does not immediately relieve you of obligations incurred by you under this Agreement. Upon termination, you agree to (i) complete all pending Transactions, (ii) stop accepting new Transactions, and (iii) immediately remove all Cloudfox and payment network logos from your website (unless permitted under a separate license with the payment network). Your continued or renewed use of the Services after all pending Transactions have been processed serves to renew your consent to the terms of this Agreement. If you terminate this Agreement, we will pay out any remaining funds owed to you in accordance with Section C. In addition, upon termination you understand and agree that (i) all licenses granted to you by Cloudfox under this Agreement will end; (ii) subject to Section D.5, we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; (iii) we will not be liable to you for compensation, reimbursement, or damages related to your use of the Services, or any termination or suspension of the Services or deletion of your information or account data; and (iv) you are still liable to us for any Fees or fines, or other financial obligation incurred by you or through your use of the Services prior to termination.

Section B: Cloudfox Technology

1. API and Dashboard

Cloudfox has developed and provides access to the API that may be used to access the Services. You may use the API solely as described in the Documentation to use the Services on websites and through the applications identified in your Cloudfox Account. You may manage your Cloudfox Account, connect with other service providers, and enable additional features through the Cloudfox management dashboard (“Dashboard”).

You may not use the API for any purpose, function, or feature not described in the Documentation or otherwise communicated to you by us. Due to the nature of the Services, we will update the API and Documentation from time to time, and may add or remove functionality. We will provide you Notice in the event of material changes, deprecations, or removal of functionality from the API so that you may continue using the Services with minimal interruption.

We will make publishable and secret API keys for live and test Transactions available to you through the Dashboard. Publishable keys identify Transactions with your Customers, and secret keys permit any API call to your Cloudfox Account. You are responsible for securing your secret keys – do not publish or share them with any unauthorized persons. Failure to secure your secret keys will increase the likelihood of fraud on your Cloudfox Account and potential losses to you or your Customers. You should contact us immediately if you become aware of any unauthorized use of your secret key or any other breach of security regarding the Services. We provide more details on proper use of publishable and secret API keys in the Documentation. Information on securing your Cloudfox Account is available in Section D.

2. Ownership of Cloudfox IP

As between you and Cloudfox, Cloudfox and its licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the API, Services, Dashboard, and Documentation (collectively, “Cloudfox IP”) or any copies thereof. Cloudfox IP is protected by copyright, trade secret, patent, and other intellectual property Laws, and all rights in Cloudfox IP not expressly granted to you in this Agreement are reserved.

You may choose to or we may invite you to submit comments or ideas about improvements to the Service, our API, our platform, or any other component of our products or services (“Ideas”). If you submit an Idea to us, we will presume that your submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the Idea. You also agree that Cloudfox has no fiduciary or any other obligation to you in connection with any Idea you submit to us, and that we are free to use your Ideas without any attribution or compensation to you.

3. License

You are granted a nonexclusive and nontransferable license to electronically access and use the Cloudfox IP only in the manner described in this Agreement. Cloudfox does not sell to you, and you do not have the right to sublicense the Cloudfox IP. We may make updates to the Cloudfox IP or new Services available to you automatically as electronically published by Cloudfox, but we may require action on your part before you may use the Cloudfox IP or new Services (including activation through the Dashboard, or acceptance of new or additional terms). Cloudfox may revoke or terminate this licence at any time if you use Cloudfox IP in a manner prohibited by this Agreement.

You may not: (i) claim or register ownership of Cloudfox IP on your behalf or on behalf of others; (ii) sublicense any rights in Cloudfox IP granted by us; (iii) import or export any Cloudfox IP to a person or country in violation of any country’s export control Laws; (iv) use Cloudfox IP in a manner that violates this Agreement or Laws; or (v) attempt to do any of the foregoing.

4. Cloudfox Marks; References to Our Relationship

We may make certain Cloudfox logos or marks (“Cloudfox Marks”) available for use by you and other users to allow you to identify Cloudfox as a service provider. To use Cloudfox Marks, you must first agree to the Cloudfox Marks Usage Agreement. Cloudfox may limit or revoke your ability to use Cloudfox Marks at any time. You may never use any Cloudfox Marks or Cloudfox IP consisting of trademarks or service marks without our express permission, or in a manner that may lead people to confuse the origin of your products or services with ours.

During the term of this Agreement, you may publicly identify us as the provider of the Services to you and we may publicly identify you as a Cloudfox user. If you do not want us to identify you as a user, please contact us. Neither you nor we will imply any untrue sponsorship, endorsement, or affiliation between you and Cloudfox. Upon termination of your Cloudfox Account, both you and Cloudfox will remove any public references to our relationship from our respective websites.

5. Content

You may use the Services to upload or publish text, images, and other content (collectively, “Content”) to your Cloudfox Account and to third-party sites or applications but only if you agree to obtain the appropriate permissions and, if required, licenses to upload or publish any such Content using the Services. You agree to fully reimburse Cloudfox for all fees, fines, losses, claims, and any other costs we may incur that arise from publishing illegal Content through the Services, or claims that Content you published infringes the intellectual property, privacy, or other proprietary rights of others.

6. Additional Services

a. Cloudfox Connect: The terms in this section only apply if you choose to connect your Cloudfox Account to a platform provider (each a “Platform”) using the Cloudfox Connect service.

Cloudfox Connect allows Platforms to help you administer your Cloudfox Account and provide additional services directly to you or your Customers. You can connect your Cloudfox Account to Platforms when you register for your Cloudfox Account, or through the Dashboard. To use Cloudfox Connect, you must also agree to the Cloudfox Connected Account Agreement. When you connect your Cloudfox Account to a Platform, you authorize Cloudfox to permit the Platform to: (i) access your Cloudfox Account and any Data (as defined in Section D) contained in your Cloudfox Account; (ii) assist you with creating and managing Transactions with your Customers; and (iii) deduct amounts (for example, fees for use of the Platform) from funds payable to you from Transactions occurring in connection with the Platform (“Platform Fees”). You must separately agree with the Platform to pay any Platform Fees, and any Platform Fees will be in addition to Fees.

Once you have authorized a Platform to connect to your Cloudfox Account, the Platform will continue to have access to your Cloudfox Account and will be authorized to perform the functions described in the Cloudfox Connected Account Agreement until you specifically withdraw your authorization by changing the Cloudfox Connect settings in the Dashboard.

b. Cloudfox Relay: The terms in this section only apply if you choose to publish or accept Transactions through your Cloudfox Account using Cloudfox Relay.

You may publish product and service descriptions, SKUs, prices, inventory, images and other information describing your products or services and their variations (collectively, “Product Data”) to online, mobile, off-site or affiliate channels (“Apps”) using Cloudfox Relay. Cloudfox Relay also allows you to accept Transactions from your Customers through the Apps, and enables you to manage inventory and purchase information for such Transactions. As used in this section, “Order Data” means the Data (as defined in Section D) transmitted using your systems or systems you control, for the purpose of initiating or completing a Transaction, and which includes Product Data.

We may provide Product Data through the Dashboard to the Apps connected to your Cloudfox Account, and the connected Apps may publish Product Data publicly as you provided it to us through Cloudfox Relay. You are solely responsible for obtaining the appropriate rights to publish Product Data through the Apps, and for the accuracy or inaccuracy of any pricing, inventory information, facts, or statements – even those made erroneously – contained in Product Data. You grant Cloudfox a worldwide, royalty-free, nontransferable license to: (i) publish Product Data through the Apps you have connected your Cloudfox Account to; (ii) receive and transmit Order Data to you; (iii) use any trademarks, service marks, or Personal Data (as defined in Section D) contained in Product Data or Order Data to the extent required to perform either (i) or (ii); and (iv) authorize Cloudfox to sublicense such rights to Apps to facilitate your use of Cloudfox Relay. You agree to fully reimburse Cloudfox for all fees, fines, losses, claims, and any other costs we may incur that result from your use of Order Data or publication of Product Data through the Apps.

You affirm that you will not knowingly publish any false or misleading Product Data, or use Cloudfox Relay to sell or attempt to sell any illegal products or services through the Apps, and that you are solely responsible for production, fulfillment, shipping, and provision of any ancillary services related to Transactions you receive through your use of Cloudfox Relay.

c. Other Services: From time to time we may offer you additional features or services that may be subject to additional or different terms of service. All such additional features and services form part of the Services, and you may not use these additional services unless you agree to the applicable agreement or terms (if any) for those services.

We may also provide you access to services identified as “beta” or pre-release services. You understand that these services are still in development, may contain bugs or errors, may be feature incomplete, may materially change prior to a full commercial launch, or may never be released commercially. We provide beta services AS IS, and without warranty of any kind, and your use of, or reliance on beta services is at your own risk.

Section C: Payment Processing Services

1. Payment Processing Services Overview

Cloudfox works with various Cloudfox affiliates, Payment Method Providers and Payment Method Acquirers to provide you with access to the Payment Methods and Payment Processing Services. Where the Payment Processing Services enable you to submit Charges (as defined below), we may limit or refuse to process Charges for any Restricted Businesses, or for Charges submitted in violation of this Agreement. Your use of a Payment Method may be subject to separate terms applicable to the Payment Method. The following terms used in this Agreement relate to your use of Payment Processing Services:

“Charge” means a credit or debit instruction to capture funds from an account that a Customer maintains with a bank or other financial institution in connection with a Transaction.

“Dispute” means an instruction initiated by a Customer for the return of funds for an existing Charge (including a chargeback or dispute on a payment card network; and disputes on the Automated Clearinghouse (ACH) network).

“Fine” means any fines, levies, or other charges imposed by us, a Payment Method Provider or a Payment Method Acquirer, caused by your violation of Laws or this Agreement, or as permitted by the applicable Payment Method Rules.

“Payment Method Rules” means the guidelines, bylaws, rules, and regulations imposed by the Payment Method Providers and Payment Method Acquirers that operate Payment Methods supported by Cloudfox (including the payment card network operating rules (“Network Rules”) for the Visa, Mastercard, Discover and American Express networks; and the NACHA operating rules that apply to the ACH network).

“Payment Method” means a type of payment method that Cloudfox accepts as part of the Payment Processing Services, such as credit card, debit card, and ACH.

“Payment Method Acquirer” means a financial institution that is authorized by a Payment Method Provider to enable the use of a Payment Method by accepting Charges from Customers on behalf of the Payment Method Provider, and routing these Charges to the Payment Method Provider.

“Payment Method Provider” means the provider of a Payment Method, such as Visa, Mastercard, Discover, and American Express.

“Payment Processing Services” are Services that you may use to accept payments from your Customers for Transactions, perform other financial transactions, manage subscriptions, and perform transaction reporting.

“Refund” means an instruction initiated by you to return funds to a Customer for an existing Charge.

“Return” means an instruction initiated by you, a Customer, a Payment Method Provider or a Payment Method Acquirer to return funds unrelated to an existing Charge.

“Reversal” means an instruction initiated by a Payment Method Provider, a Payment Method Acquirer or us to return funds for an existing Charge. Reversals may result from (i) invalidation of a charge by a Payment Method Provider or a Payment Method Acquirer; (ii) funds settled to you in error or without authorization; and (iii) submission of a Charge in violation of the applicable Payment Method Rules, or where submission of the Charge or your use of Payment Processing Services violates this Agreement.

2. Registering for Use of Payment Processing Services

When you register for a Cloudfox Account, you may be asked for financial information, or information we use to identify you, your Representatives, principals, beneficial owners, and other individuals associated with your Cloudfox Account. Throughout the term of this Agreement, we may share information about your Cloudfox Account with Payment Method Providers and Payment Method Acquirers in order to verify your eligibility to use the Payment Processing Services, establish any necessary accounts or credit with Payment Method Providers and Payment Method Acquirers, monitor Charges and other activity, and conduct risk management and compliance reviews. We may also share your Data (as that term is defined below) with Payment Method Providers and Payment Method Acquirers for the purpose of facilitating the compliance of Cloudfox, the Payment Method Providers, and the Payment Method Acquirers with applicable Laws and Payment Method Rules. We will review and may conduct further intermittent reviews of your Cloudfox Account information to determine that you are eligible to use the Payment Processing Services. Cloudfox’s use of the information you provide to us under this Agreement is described in more detail in Section D.

Cloudfox is not a bank and we do not accept deposits, provide loans or extend credit. If you accept payment for products or services (including events such as concerts or other performances) not immediately deliverable to the Customer (a “Preorder”), we may, in our sole discretion, initiate Reversals or hold Reserves for all or a portion of the Charges processed by us for a Preorder. If you would like to receive payment for a Preorder, please contact us before doing so.

3. Processing Transactions; Disputes, Refunds, Reversals

You may only submit Charges through the Payment Processing Services that are authorized by your Customers. To enable us to process Transactions for you, you authorize and direct us, our affiliates, the Payment Method Providers and Payment Method Acquirers to receive and settle any payment processing proceeds owed to you through the Payment Processing Services. You may not, other than as required by the Financial Services Terms or Payment Terms (each as defined below), grant or assign any interest in payment processing proceeds to any third party until such time as the payment processing proceeds are deposited into your Payout Account (as defined below). You appoint Cloudfox and Cloudfox Payments Company as your agents for the limited purpose of directing, receiving, holding and settling such proceeds. You agree that Cloudfox’s or Cloudfox Payment Company’s receipt of such proceeds satisfies the relevant end-customer’s obligations to make payments to you. We will promptly update your Cloudfox Account balance to reflect any such proceeds that we receive on your behalf.

Except where Cloudfox and a Customer have otherwise agreed, you maintain the direct relationship with your Customers and are responsible for: (i) acquiring appropriate consent to submit Charges through the Payment Processing Services on their behalf; (ii) providing confirmation or receipts to Customers for each Charge; (iii) verifying Customers’ identities; and (iv) determining a Customer’s eligibility and authority to complete Transactions. However, even authorized Transactions may be subject to a Dispute. Cloudfox is not responsible for or liable to you for authorized and completed Charges that are later the subject of a Dispute, Refund, or Reversal, are submitted without authorization or in error, or violate any Laws.

You are immediately responsible to us for all Disputes, Refunds, Reversals, Returns, or Fines regardless of the reason or timing. We may decline to act upon a Refund instruction, or delay execution of the instruction, if: (i) it would cause your Cloudfox Account balance to become negative; (ii) you are the subject of Bankruptcy Proceedings; or (iii) where we otherwise believe that there is a risk that you will not meet your liabilities under this Agreement (including with respect to the Charge that is the subject of the Refund instruction).

In many but not all cases, you may have the ability to challenge a Dispute by submitting evidence through the API or the Dashboard. We may request additional information to provide to Payment Method Providers and Payment Method Acquirers to assist you in contesting the Dispute, but we cannot guarantee that your challenge will be successful. Payment Method Providers and Payment Method Acquirers may deny your challenge for any reason they deem appropriate. Where a challenge is entirely or partially successful, your Cloudfox Account will, subject to our exercise of our rights under Section C.9 below, be credited with the funds associated with the Charge that is the subject of the Dispute (or a portion thereof). You may not submit a new Charge which duplicates a Transaction that is subject to a Dispute.

Please keep in mind that, as explained in Section D.3, you are liable for all losses you incur when lost or stolen payment credentials or accounts are used to purchase products or services from you. Cloudfox does not and will not insure you against losses caused by fraud under any circumstances. For example, if someone pretends to be a legitimate buyer but is a fraudster, you will be responsible for any resulting costs, including Disputes, even if you do not recover the fraudulently purchased product.

A Reversal for a Charge may be issued if the Charge is made without the account owner’s authorization or in connection with a Restricted Business, violates the applicable Payment Method Rules, or for other applicable reasons. If a Reversal is issued, we will provide you Notice and a description of the cause of the Reversal.

4. Responsibilities and Disclosures to Your Customers

It is very important to us that your Customers understand the purpose, amount, and conditions of Charges you submit to us. With that in mind, when using the Payment Processing Services you agree to: (i) accurately communicate, and not misrepresent, the nature of the Transaction, and the amount of the Charge in the appropriate currency prior to submitting it to the API; (ii) provide a receipt that accurately describes each Transaction to Customers; (iii) provide Customers a meaningful way to contact you in the event that the product or service is not provided as described; (iv) not use Services to sell products or services in a manner that is unfair or deceptive, exposes Customers to unreasonable risks, or does not disclose material terms of a purchase in advance; and (v) inform Customers that Cloudfox and its affiliates process Transactions (including payment Transactions) for you. You also agree to maintain and make available to your Customers a fair and neutral return, refund, cancellation, or adjustment policy, and clearly explain the process by which Customers can receive a Refund.

The Payment Processing Services may include functionality that enables you to receive recurring or subscription payments from your Customers, and to issue invoices to your Customers. If you use the Payment Processing Services to submit recurring or subscription Charges, you agree to comply with applicable Laws and Payment Method Rules, including clearly informing Customers in advance of submitting the initial Charge that they will be charged on an ongoing basis and explaining the method for unsubscribing or cancelling their recurring billing or subscription. If you use the Payment Processing Services to issue invoices to your Customers, you understand and agree that it is your responsibility to ensure that the form and content of the invoices comply with applicable Laws, and are sufficient to achieve any legal or tax effect that you are trying to achieve.

If you engage in Transactions with Customers who are individuals (i.e. consumers), you specifically agree to provide consumers disclosures required by Law, and to not engage in unfair, deceptive, or abusive acts or practices (“UDAAP”).

5. Payment Terms and Financial Services Terms

Your use of the Payment Processing Services is subject to additional terms that apply between you and one or more of Cloudfox, a Cloudfox affiliate, and a Payment Method Provider. When these additional terms relate to a specific Payment Method they are “Payment Terms”, and when they relate to specific Payment Processing Services they are “Financial Services Terms”. By using the Payment Processing Services, you agree to the applicable Payment Terms and Financial Services Terms (as set out on our legal page), including those that separately bind you with our affiliates, Payment Method Providers and/or Payment Method Acquirers. Additionally, a Payment Method Provider may enforce the terms of this Agreement directly against you.

We may add or remove Payment Method Providers and Payment Method Acquirers at any time. The Payment Terms and Financial Services Terms may also be amended from time to time. Your continuing use of the Payment Processing Services constitutes your consent and agreement to such additions, removals and amendments.

6. Specific Payment Methods

a. Payment Cards: When accepting payment card payments, you must comply with all applicable Network Rules, including the Network Rules specified by the Visa Rules and Regulations Rules specified by Visa U.S.A., Inc. and Visa International (“Visa”), the Mastercard Rules specified by MasterCard International Incorporated (“Mastercard”), the American Express Merchant Operating Guide specified by American Express, and the Discover Network Rules (please contact Discover for a copy) specified by Discover Financial Services, LLC (“Discover”). Collectively, Visa, Mastercard, American Express and Discover are referred to in this Agreement as the “Networks”.

The Network Rules state that you may only accept payments using payment cards for bona fide legal commercial transactions between you and your Customers for goods or services that are free of liens, claims, and encumbrances. You may only use payment network trademarks or service marks consistent with the Network Rules, and the Network Rules also limit your ability to discriminate by card type or charge surcharges for acceptance of payment cards.

The Networks may amend the Network Rules at any time without notice to you, and Cloudfox reserves the right to change the Payment Processing Services at any time to comply with the Network Rules. We may share with the Networks (and the Payment Method Acquirer) information you provide to us that we use to identify the nature of your products or services, including the assignment of your business activities to a particular payment network merchant category code (MCC).

Customers typically raise payment card network Disputes (also known as “chargebacks”) when a merchant fails to provide the product or service to the Customer, or where the payment card account holder did not authorize the Charge. High Dispute rates (typically those exceeding 1%) may result in your inability to use the Payment Processing Services. Failure to timely and effectively manage Disputes with your Customers may ultimately result in your inability to accept payment cards for your business.

When you accept payment card Transactions, Network Rules specifically prohibit you from (i) providing cash refunds for a Charge on a credit card, unless required by Laws, (ii) initiating a Refund more than five calendar days after issuing a credit to your Customer, (iii) accepting cash, its equivalent, or any other item of value for a Refund, (iv) acting as a payment facilitator, intermediary or aggregator, or otherwise reselling Payment Processing Services on behalf of others, (v) submitting what you believe or know to be a fraudulent Charge or a Charge that has not been authorized by the cardholder, (vi) submitting a Charge where the Transaction has not been completed or the goods or services have not been shipped or provided (except where the cardholder has paid a partial or full prepayment or the cardholder’s consent is obtained for a recurring transaction), (vii) splitting Transactions into multiple Charges unless certain criteria are met, or (vii) using Payment Processing Services in a manner that is an abuse of the payment card networks or a violation of the Network Rules.

If you misuse the Payment Processing Services for payment card Transactions or engage in activity the Networks identify as damaging to their brand, or if we are required to do so by the Network Rules, we may submit information about you, Representatives, your beneficial owners and principals, and other individuals associated with your Cloudfox Account, to the MATCH terminated merchant listing maintained by Mastercard and accessed and updated by Visa and American Express, or to the Consortium Merchant Negative File maintained by Discover. Addition to one of these lists may result in your inability to accept payments from payment cards. You understand and consent to our sharing this information and to the listing itself, and you will fully reimburse us for any losses we incur from third-party claims, and you waive your rights to bring any direct claims against us that result from such reporting. Our reporting of information under this paragraph is separate from any other right that we may exercise under this Agreement, and we may separately terminate this Agreement or suspend your Cloudfox Account due to the misuse or damaging activity that caused us to make the report.

If you engage a third party processor to create and deliver a payment card transaction directly to the payment card network, then you may be able to specify that the transaction will be cleared and settled by Cloudfox via our Payment Processing Services. If you intend to make use of this service with respect to the Cloudfox Payment Processing Services, you first must notify us. If you engage a third party to deliver this service, and you are permitted to designate Cloudfox in this manner, then you take the risk of the third party properly delivering the transaction to the payment card network. You understand and agree that Cloudfox will only clear and settle to you funds for transactions that are actually received by the payment card network. You further assume responsibility for any failure by such third party to comply with the applicable Network Rules.

b. Automated Clearinghouse (ACH): The ACH network is controlled and managed by the National Automated Clearinghouse Association (NACHA) and its member organizations. Where submitting Charges over the ACH network, you are required to comply with the NACHA Operating Rules. NACHA may amend the NACHA Operating Rules at any time, and we may amend this Agreement or make changes to the Payment Processing Services as necessary to comply with the NACHA Operating Rules.

You understand and accept your role as the Originator (as defined in the NACHA Operating Rules). You agree to obtain your Customer’s consent to debit or credit their bank account and initiate a Charge over the ACH network. Such consent must be in a form and manner that complies with the NACHA Operating Rules and the Documentation for ACH Transactions. As with other Payment Processing Services, you may not, and may not attempt to send or receive funds to or from a person, entity, or state where such Transactions are prohibited by applicable Law. You also agree to maintain the security and integrity of all information you collect as part of an ACH Transaction.

Any Disputes or unauthorized Charges using the ACH network may result in you becoming unable to accept ACH payments.

c. Money transmission. Certain services offered as part of the Services are money transmission within the meaning of Laws that apply to those Services. To the extent that your use of the Services is money transmission or similarly regulated services, those Services are provided to you by Cloudfox Payments Company, and not by Cloudfox, LLC. Please review the Cloudfox Payments Company Terms carefully, as those are the Financial Services Terms applicable to the Services provided by Cloudfox Payments Company.

d. American Express conversion. If your American Express Transaction volume exceeds a threshold amount set by a American Express, American Express may convert you to a direct American Express merchant, which means that your acceptance of American Express Transactions will be governed by American
 Express’ then-current Card Acceptance Agreement, and your pricing and other fees for the acceptance of American Express Transactions will be directly agreed between you and American Express
. In the event of such conversion, your relationship with Cloudfox will not be otherwise affected, and Cloudfox will continue to process your American Express Transactions in accordance with this Agreement.

7. Settlement and Payout Schedule

a. Your Payout Account: Cloudfox will, with its banking partners, arrange to settle funds to the bank or other financial institution account that you designate (your “Payout Account”). You affirm that you are authorized to initiate settlements to and debits from the Payout Account, and that the Payout Account is owned by you, and administered and managed by a financial institution located in the United States of America. If you update your Payout Account (including via the Dashboard) then you must ensure that you continue to comply with the requirements of this section. We may require you to provide us with documentary proof demonstrating your compliance with this section, and your failure to provide such proof will constitute a breach of this Agreement.

b. Settlement to Your Payout Account: A positive balance in your Cloudfox Account will result in settlement to your Payout Account and a negative balance in your Cloudfox Account will result in a deduction, set-off and/or debit of the amounts owed in accordance with Section C.9 below. We may reduce the amount settled to your Payout Account by the amount of Fees, Fines, and amounts owed to us for any reason. If a settlement or debit is processed via ACH, you acknowledge that the NACHA Operating Rules will apply to the settlement or debit, and you agree to be bound by these rules.

c. Settlement to third party recipients: We may offer you the ability to have funds settled to another person (a “third party recipient”) as instructed by you to Cloudfox (including by transferring all or part of the positive balance in your Cloudfox Account to the Cloudfox Account of such third party recipient), instead of settling funds to your Payout Account. If Cloudfox or Cloudfox Payment Company settles funds to a third party recipient (or transfers all or part of the balance in your Cloudfox Account to the Cloudfox Account of a third party recipient) as instructed by you, you agree that this satisfies Cloudfox’s and Cloudfox Payment Company’s obligations (and any applicable Payment Method Provider’s and Payment Method Acquirer’s obligations) to settle funds to you, and we will promptly update your Cloudfox Account balance to reflect such settlement or transfer.

d. Multi-currency Processing. We may offer you the ability to have funds settled to your Payout Account in a currency different from the one in which you accepted payment from a customer (“Multi-Currency Processing”). To use this service, you must provide us with a valid Payout Account for each currency for which you request settlement, based on our list of available settlement currencies. We may add or remove currencies from our list of available settlement currencies at any time. If you use Multi-Currency Processing, we will identify at the time of the Charge (for example, through the API), the conversion rate that will apply to the Charge. If you Refund a Charge, the conversion rate that will apply will be the rate in effect at the time of the Refund, not the Charge. By submitting a Charge or Refund you will be deemed to have accepted the applicable conversion rate. You may choose not to use the Multi-Currency Processing service at any time. You may also change the Payout Account information or other settings associated with your use of Multi-Currency Processing, but any such changes will only affect subsequent Charges.

e. Payout Schedule: The term “Payout Schedule” refers to the time it takes for us to initiate settlement to your Payout Account. Your Payout Schedule is specified in the Dashboard. Cloudfox may require a holding period before making initial settlement to the Payout Account. After the initial settlement of funds, we will settle funds to the Payout Account according to the Payout Schedule; however, please be aware that a Payment Method Provider, a Payment Method Acquirer, or the financial institution holding your Payout Account, may delay settlement for any reason. We are not responsible for any action taken by the institution holding your Payout Account to not credit the Payout Account or to otherwise not make funds available to you as you expected. We reserve the right to change the Payout Schedule or to suspend settlement to you. Examples of situations where we may do so are: (i) where there are pending, anticipated, or excessive Disputes, Refunds, or Reversals; (ii) in the event that we suspect or become aware of suspicious activity; or (iii) where we are required by Law or court order. We have the right to withhold settlement to your Payout Account upon termination of this Agreement if we reasonably determine that we may incur losses resulting from credit, fraud, or other legal risks associated with your Cloudfox Account. If we exercise our right to withhold a Payout for any reason, we will communicate the general reason for withholding the Payout and give you a timeline for releasing the funds.

f. Incorrect Settlement: The information required for settlement will depend on the financial institution holding the Payout Account. Please make sure that any information about the Payout Accounts that you provide to us is accurate and complete. If you provide us with incorrect information (i) you understand that funds may be settled to the wrong account and that we may not be able to recover the funds from such incorrect transactions and (ii) you agree that you are solely responsible for any losses you or third parties incur due to erroneous settlement transactions, you will not make any claims against us related to such erroneous settlement transactions, and you will fully reimburse us for any losses we incur.

8. Clearing Funds and Reserves

All funds resulting from Charges are held in pooled clearing accounts (the “Clearing Accounts”) with our banking partners. We will settle funds to and from the Clearing Accounts in the manner described in this Agreement; however, you have no rights to the Clearing Accounts or to any funds held in the Clearing Accounts, you are not entitled to draw funds from the Clearing Accounts, and you will not receive interest from funds maintained in the Clearing Accounts.

In certain circumstances, we may require you to place funds in reserve or to impose conditions on the release of funds (each a “Reserve”). We may impose a Reserve on you for any reason if we determine that the risk of loss to Cloudfox, Customers, or others associated with your Cloudfox Account is higher than normal. For example, we may hold a Reserve if: (i) your or your Customers’ activities increase the risk of loss to us or to your Customers, (ii) you have violated or are likely to violate this Agreement, or (iii) your Cloudfox Account has an elevated or abnormally high number of Disputes. If we impose a Reserve, we will establish the terms of the Reserve and provide you Notice of the amount, timing, and conditions upon which the funds in the Reserve will be released to you. In many cases, the Reserve amount will be the entire amount of Charges processed using the Payment Processing Services. We may change or condition the terms of the Reserve based on our continuous assessment and understanding of the risks associated with your Cloudfox Account, if required to do so by Payment Method Providers or Payment Method Acquirers, or for any other reason. We may fund the Reserve with funds processed through your use of Payment Processing Services, by debiting the Payout Account or another bank account associated with your Cloudfox Account, or by requesting funds directly from you. To the extent possible, we prefer to identify the necessity for a Reserve in advance of establishing one. If you are concerned that we will impose a Reserve on you due to the nature of your business activities, please contact us before using the Services.

9. Security Interests, Collection, and Set-Off Rights

a. Security Interests: You grant us a lien and security interest in all funds for Transactions that we process for you, including funds that we deposit into your Payout Accounts, as well as funds held in any other bank accounts to which such Transaction funds are deposited or transferred. This means that if you have not paid funds that you owe to us, your Customers, or to any of our affiliates, we have a right superior to the rights of any of your other creditors to seize or withhold funds owed to you for Transactions that we process through the Services, and to debit or withdraw funds from any bank account associated with your Cloudfox Account (including your Payout Accounts). Upon our request, you will execute and deliver any documents and pay any associated fees we consider necessary to create, perfect, and maintain a security interest in such funds (such as the filing of a form UCC-1).

b. Collection and Set-Off Rights: You agree to pay all amounts owed to us and to our affiliates on demand. Your failure to pay amounts owed to us or to our affiliates under this Agreement is a breach and you will be liable for any costs we incur during collection in addition to the amount you owe. Collection costs may include, attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, any applicable interest, and any other related cost. Where possible, we will first attempt to collect or set-off amounts owed to us and to or affiliates from balances in your Cloudfox Accounts from your use of the Payment Processing Services or from funds that we hold in Reserve. However, we may collect any amounts you owe us under this Agreement by deducting or setting-off amounts that you owe from the Cloudfox account balance (or debiting the payout account for such Cloudfox account) for any Cloudfox account that we determine, acting reasonably, is associated with your Cloudfox Account. Similarly, we may deduct or set-off amounts from your Cloudfox Account balance (or debit your Payout Accounts) in order to collect amounts owed to us in relation to such associated Cloudfox accounts.

In certain circumstances, we may require a personal, parent or other guarantee (a “Guarantee”) from a user’s principal, owner, or other guarantor. A Guarantee consists of a legally binding promise by an individual or an entity to pay any amounts the user owes in the event that the user is unable to pay. If we require you to provide us with a Guarantee, we will specifically inform you of the amount of, and the reasons for the Guarantee. If you are unable to provide such a Guarantee when required, you will not be permitted to use the Services.

10. Reconciliation and Error Notification

The Dashboard contains details of Charges, Charge history, and other activity on your Cloudfox Account. Except as required by Law, you are solely responsible for reconciling the information in the Dashboard generated by your use of Payment Processing Services with your records of Customer Transactions, and for identifying any errors. You agree to review your Cloudfox Account and immediately notify us of any errors. We will investigate any reported errors, including any errors made by Cloudfox or a Payment Method Provider, and, when appropriate, attempt to rectify them by crediting or debiting the Payout Account identified in the Dashboard. However, you should be aware that your ability to recover funds you have lost due to an error may be very limited or even impossible, particularly if we did not cause the error, or if funds are no longer available in any Payout Account. For Transaction errors, we will work with you and our Payment Method Providers to correct a Transaction error in accordance with the applicable Payment Method Rules. If you fail to communicate an error to us for our review without undue delay and, in any event, within 60 days after you discovered it and flagged it in the Dashboard, you waive your right to make any claim against us or our Payment Method Providers for any amounts associated with the error.

11. Dormant Accounts

If you leave any funds dormant in a Cloudfox Account and you do not give us instructions where to send them, we may be required by Law to deem the funds to be abandoned by you, and to deliver them to various government agencies. To the extent required by Law, we will attempt to provide you Notice if we hold funds payable to you in an account beyond the applicable dormancy period for abandoned property. If we are unable to contact you, we will treat the funds in your Cloudfox Account to be abandoned, and will deliver them to the appropriate government authority.

12. Restricted and Prohibited Products and Services

Some activities and services may not be performed or sold using the services of CLOUDFOX because their marketing is not lawful, or because it is regulated by legal or regulatory requirements, or because CLOUDFOX does not allow the use of the service to both. This list was made considering CLOUDFOX's current understanding of laws, risk factors and reputational impact and shall not be, under any circumstances, violated or infringed. It shows which Merchant Products/Services cannot be processed by CLOUDFOX, or which Merchant Products/Services need an express preapproval from CLOUDFOX before processing.

Prohibited list:

CLOUDFOX will never work with the following Merchants products or services - General List of Prohibited items across LATAM:

We also have some specific prohibited products/services for different LATAM countries.

Only for Argentina

Only for Bolivia

Only for Chile

Only for Colombia

Only for Ecuador

Only for Mexico

Only for Peru

Restricted list*:

CLOUDFOX may work with the following merchants with CLOUDFOX preapproval, which can be denied or revoked where it finds this to pose a risk to CLOUDFOX business or reputation:

*General Restricted Categories across LATAM

* Our list is always evolving and is not limited to these categories.

Privacy Policy

This Privacy Policy explains CLOUDFOX’s collection, use, disclosure, storage and protection of your personal data when you use our services and access our website, use our app, or when we process payments for purchases you made from our e-commerce clients.

By accessing our website, you agree with our Privacy Policy and authorise us to collect your data to provide our services adequately.

IMPORTANT:

This Privacy Policy relates solely to CLOUDFOX’s Services. The products and services you may purchase from our e-commerce clients may also be subject to its own Privacy Policy and Terms of Use as determined by them. Moreover, the payment methods you may use, may also be subject to its own Privacy Policy and Terms of Use as determined by the financial institutions and card issuers.

Kinds of data collection

Your personal data is provided and automatically collected when you use our services, access our website, use our app or when we process payments for purchases you made from our e-commerce clients. Your credentials info (login and password) are your responsibility, therefore, CLOUDFOX may not be held responsible for any security issues that may arise from virus, malware and spyware. The following data will be collected from you:

Data provided by you (natural person):

Your name, date of birth, Brazilian Tax ID Number (if applicable), e-mail address, mailing address, telephone, credit card info and/or bank account info that you provide us with when you use our services.

Data provided by you (legal entity):

Company’s name, address, Brazilian Tax ID Number (if applicable), email address, telephone number, personal information from the company’s representative such as: name, Brazilian Tax ID Number, credit card info and/or bank account info that you provide us with when you use our services.

Data collected by us from other sources:

We may collect additional data from you through online and offline data providers, which may include demographic data or internet browsing profile. Additionally, for your security and to enhance our services, we may collect data from any interaction you may have with our customer services. Moreover, we may record and monitor any phone call, chats, emails that you or anyone acting on your behalf may have with our agents.

By communicating with CLOUDFOX, you hereby agree that your communications may be monitored and recorded without previous notice. We may also collect your data by other means, for example, your answers to surveys, and interactions with other companies (subject to these companies’ privacy policies and applicable legislation).

If you do not provide us with personal data we may not be able to provide our services.

Third party data

You hereby take full responsibility for third party’s personal data that you may publish and share through our services and declare that you have the third party’s consent to share their information with CLOUDFOX.

Personal information use

CLOUDFOX uses your information to provide a secure and efficient service. We may use your information for the following purposes:

Provide our services (including customer services), and improve and personalize your experience as a user;

Verify your identity;

Process payment transactions and send notifications regarding such transactions;

Avoid, fix, and detect breaches to our Terms of Use, applicable law and regulations to the provided service;

Manage risks, detect, prevent or fix breaches or any other illegal or prohibited activity;

Manage and protect our IT Infrastructure;

Track our performance and improve our content and layout;

Create targeted publicity and marketing actions, send you promotional offers based on your preferences and your user’s profile;

Notify you of service updates; and

Inform Brazilian Internal Revenue Services of Financial Operations Tax (IOF) collected on Brazilian Territory when a purchase is made under your Tax ID Number (if applicable).

Cookies

Cookies are data files that we put on your computer or device through your browser or associated apps. Such files help us to identify you as our user and your preferences. This way, we are more efficient and may provide you a more secure and customized experience, and marketing actions targeting your profile. You may refuse our cookies, if your browser or add-on allows you to, however, such refusal may interfere in the service we provide and our system will not work properly.

Any use of cookies – or any tracking tools – used by us or by our third parties’ service providers, except where otherwise stated, are done so to identify and remember your preferences, with the sole purpose of providing the services requested by you, our user.

Read more about cookies in our Cookie Policy.

Marketing actions

We will only use your data for Marketing Actions done solely by CLOUDFOX, we will not sell or rent your information to third parties to use it for marketing actions without your previous consent.

As stated above, we may use your information for marketing actions sent by email. If you no longer wish to receive our marketing emails you may select “unsubscribe” in the email itself or by visiting our email preferences. Additionally, if you use our app on your device, we may send you push notifications regarding transactions made using our services. You may also disable such notifications on your device settings.

Place and way of data processing

All data we have access to is collected and stored permanently in a safe data base with a high security standard service provider in accordance with market rules. The data collected is used to process payments on behalf of the user, analyze user’s and transactions’ risks, and also to inform any authority. We may also use your information to have more information about the our users and create your profile.

Method of data processing

We process your data taking security measures to prevent unauthorized access, publication, changes or destruction of such data. The data and payment processing are done using enabled IT tools and technologies, following PCI-DSS standard for organizational procedures, storage, transmission and checking procedures.

About our certifications

CLOUDFOX has a PCI-DSS level 1 (version 3.2) certification, meaning that our payment processing systems follow high standard security rules, such as: cryptography, advanced monitoring, security updates, breach tests, among others and that we require our suppliers for credit card payments processing to also follow those standards. (You may access https://www.pcisecuritystandards.org/ for more details)

Sharing your data

Your data may be accessed by CLOUDFOX personnel responsible for the website, app and service operation (development, operations, support, risk, fraud, support, financing and marketing department). It may also be accessed by the personnel of other companies that belong to CLOUDFOX Group, and all those companies follow high security standards for the data collected.

We may share your data with third party service providers, such as payment’s processors, fraud prevention tool’s providers, bureaus of tax ID Numbers, mass emails sender’s platform, all of which acting in compliance with market security standards.

Place of processing

Your data is processed at CLOUDFOX’s operations headquarters and in any other place that the parties involved with processing may be located. For more information please contact us at [email protected]

Period of data storage

Your data will be kept for the period necessary for the service requested to be provided, or for the other purposes described in this document. The user may request that its data be suspended from our data base, however in this case, it may not be possible for CLOUDFOX to keep providing its services for you.

Additional information about data collection and processing

Improper use

Your personal data may be revealed to responsible authorities if you use our services for illegal purposes. Our services may not be used for illegal or illegitimate purposes.

You hereby declare that you are aware that we may be ordered to reveal your personal data to responsible authorities and that, in these cases, we may reveal your data without your prior consent.

Additional information about user personal data

Apart from what has been described in this Privacy Policy, CLOUDFOX may provide you, by request, with contextualized and additional information about specific services or personal data collection.

System's logs and maintenance

For operations and maintenance purposes, our website or app may collect files and record interactions with CLOUDFOX (system logs) or use, for these purposes, other Personal data (such as your IP address).

User rights

Users have the right to, at any time, consult us to know if their personal data has been stored, its content and source. Users may verify the data accuracy or request it to be amended, cancelled, updated, transferred to an anonymous format or to block any data stored in violation of any law. The user may also oppose to its data collection for any legitimate reason. Any user rights’ request shall be sent to [email protected]

Registration deactivation

Users have the right to request, at any time, the deactivation of its user’s account by proving its identity. However, we hereby declare that your data shall be kept in our database for maintenance and fulfillment of legal obligations, court rulings or administrative procedures.

CLOUDFOX platform does not allow “do not track me” requests.

Changes to this privacy policy

CLOUDFOX reserves the right to change this privacy policy at any time and notice will be given to you through publications in this webpage. We urge you to regularly check our website content for changes to our privacy policy while using our services. If you do not agree with any changes to the Privacy Policy, you may stop using our services. Except if stated otherwise, this current Privacy Policy shall apply to all users’ personal data that CLOUDFOX may have.

Cookie Policy

This Cookie Policy explains how CLOUDFOX and our affiliates use cookies and similar technologies to recognise you when you visit our Websites and when you use our Service. It explains what these technologies are and why we use them, as well as your rights to control our use of them.

What are cookies?

A cookie is a small file containing a string of characters that is sent to your computer when you visit a website. When you visit the site again, the cookie allows that site to recognize your browser. Cookies may store user preferences and other information.

Cookies provide a convenience feature to save you time, or tell the Web server that you have returned to a specific page. For example, if you personalize pages on our Websites, or download any content like e-books or white papers, a cookie helps us to recall your specific information on subsequent visits. When you return to the same Website, the information you previously provided can be retrieved, so you can easily use the customized features.

Cookies set by the website owner (in this case, CLOUDFOX) are called "first party cookies". Cookies set by parties other than the website owner are called "third party cookies". Third party cookies enable third party features or functionality to be provided on or through the website (e.g. like advertising, interactive content and analytics). The parties that set these third party cookies can recognise your computer both when it visits the website in question and also when it visits certain other websites.

Why do we use cookies?

We use first party and third party cookies for several reasons. Some cookies are required for technical reasons in order for our Websites to operate, and we refer to these as "essential" or "strictly necessary" cookies. Other cookies also enable us to track and target the interests of our users to enhance the experience on our Websites. For example, we keep track of the Websites and pages you visit within CLOUDFOX, in order to determine what portion of the CLOUDFOX Website is the most popular or most used. This data is used to deliver customized content and promotions within the CLOUDFOX Website to customers whose behavior indicates that they are interested in a particular subject area. Third parties serve cookies through our Websites for advertising, analytics and other purposes. This is described in more detail below.

What types of cookies do we use and how do we use them?

Essential website cookies: These cookies are strictly necessary to provide you with services available through our Websites, Subscription Service and Mobile Apps and to use some of its features, such as access to secure areas.

Performance and functionality cookies: These cookies are used to enhance the performance and functionality of our Websites, Subscription Service and Mobile Apps but are non-essential to their use. However, without these cookies, certain functionality may become unavailable.

Analytics and customisation cookies: These cookies collect information that is used either in aggregate form to help us understand how our Websites, Subscription Service and Mobile Apps are being used or how effective our marketing campaigns are, or to help us customise our Websites for you.

Advertising cookies: These cookies are used to make advertising messages more relevant to you. They perform functions like preventing the same ad from continuously re-appearing, ensuring that ads are properly displayed for advertisers, and in some cases selecting advertisements that are based on your interests.

Social networking cookies: These cookies are used to enable you to share pages and content that you find interesting on our Websites, Subscription Service or Mobile Apps through third party social networking and other websites. These cookies may also be used for advertising purposes too.

How can I control cookies?

You have the right to decide whether to accept or reject cookies. You can exercise your cookie preferences by clicking on the appropriate opt-out links provided below.

You can set or amend your web browser controls to accept or refuse cookies. If you choose to reject cookies, you may still use our website though your access to some functionality and areas of our website may be restricted. As the means by which you can refuse cookies through your web browser controls vary from browser-to-browser, you should visit your browser's help menu for more information.

In addition, most advertising networks offer you a way to opt out of targeted advertising. If you would like to find out more information, please visit http://www.aboutads.info/choices/ or http://www.youronlinechoices.com. You may opt out by clicking here: http://preferences.truste.com/ (or if located in the European Union, by clicking here: http://www.youronlinechoices.eu/). Please note this does not opt you out of being served advertising. You will continue to receive generic advertisements.

Essential website cookies: You may refuse our cookies, if your browser or add-on allows you to, however, such refusal may interfere in the service we provide and our system will not work properly.

Other tracking technologies, like web beacons

Cookies are not the only way to recognise or track visitors to a website. We employ a software technology called clear gifs (a.k.a. Web Beacons/Web Bugs), that help us better manage the Website by informing us what content is effective. Clear gifs are tiny graphics with a unique identifier, similar in function to cookies, and are used to track the online movements of Web users. In contrast to cookies, which are stored on a user's computer hard drive, clear gifs are embedded invisibly on Web pages or in emails and are about the size of the period at the end of this sentence. We use clear gifs or pixels in our HTML-based emails to let us know which emails have been opened by recipients. This allows us to gauge the effectiveness of certain communications and the effectiveness of our marketing campaigns. We tie the information gathered by clear gifs in emails to our customers' Personal Information.

Targeted advertising

Third parties may serve cookies on your computer or mobile device to serve advertising through our Websites. They may also employ technology that is used to measure the effectiveness of advertisements. This can be accomplished by them using cookies or web beacons to collect information about your visits to this and other sites in order to provide relevant advertisements about goods and services of potential interest to you. The information collected through this process does not enable us or them to identify your name, contact details or other personally identifying details unless you choose to provide these.

Changes to this cookie policy

CLOUDFOX reserves the right to change this cookie policy at any time and notice will be given to you through publications in this webpage. We urge you to regularly check our website content for changes to our cookie policy while using our services. If you do not agree with any changes to the Cookie Policy, you may stop using our services. Except if stated otherwise, this current Cookie Policy shall apply to all users’ personal data that CLOUDFOX may have.

If you have any questions about our use of cookies or other technologies, please email us at [email protected]