Terms of Service

1. Scope.  These Terms of Service only apply to, and Visa Inform provided hereunder is only available to, customers that currently receive Kount or Equifax Services pursuant to either a(n) (i) Kount Master Services Agreement (“KSA”) or (ii) Enterprise Master Services Agreement (“EMSA”). The KSA or EMSA, as applicable, referred to herein as the “Master Agreement.” All capitalized terms used in these Terms of Service but not defined herein have the meanings given in the Master Agreement.

2. Visa Inform Services. This Section 2 of these Terms of Service is considered a Service Order or Order Form, as applicable, under the Master Agreement, and is subject to the terms of the Master Agreement.

a. Service. Merchant or Client, as applicable, will be provided with the Visa Inform service (“Visa Inform”), which is a Kount Chargeback Management Service (“KCM”). Visa Inform provides real-time chargeback data received from the card networks, including fraud notification data, which occurs when the issuer flags a transaction as fraud, and chargeback data, which occurs when an issuer marks a transaction as a chargeback.

b. Client Authorization. Kount through itself and through third-party partners provides Visa Inform. Client or Merchant hereby authorizes Kount to access, use, and when applicable, pass Merchant’s or Client’s “KCM Data” (defined below) to Kount’s third-party providers in order to provide Visa Inform. 

c. Fees. Kount will provide Visa Inform to Merchant or Client free of charge. Provided, however, that Kount may change the fee or begin charging for Visa Inform as provided in Section 2(d) of these Terms of Service.

d. Changes to Products, Pricing and Terms; Termination.

i. Kount reserves the right from time to time to (and Client/Merchant acknowledges and agrees that Kount may): (i) modify or release subsequent versions Visa Inform, or may discontinue the Visa Inform service; (ii) modify or discontinue the features and functionality of the Visa Inform service; and (iii) add or modify license keys, authorizations or other means of controlling access to or use of Visa Inform. Kount will endeavor to inform Client or Merchant of major changes to the Visa Inform, including any discontinuation of the service, at least 30-days prior to the change.

ii. Kount may change the prices for Visa Inform at any time. Kount will provide Client or Merchant with at least 30 days’ notice of any price increase and Client or Merchant will be charged the new price beginning on the date indicated by Kount. If Client or Merchant does not accept the price increase, Client or Merchant must cancel Visa Inform before the date indicated.

iii. This Visa Inform Order Form shall remain in effect as long as the Master Agreement is in effect or is otherwise terminated as provided for under this Section 2(d)(iii) or the Master Agreement. Either party may terminate this Visa Inform Order Form at any time and for any reason upon 30 days’ written notice to the other party. In addition, Kount may suspend provision of Visa Inform at any time and for any reason. Kount will provide written notice of such termination or suspension as far in advance of the effective date as is reasonably practicable under the circumstances.

iv. Upon termination of the Visa Inform Order Form for any reason, Client or Merchant shall pay Kount the Fees for all services rendered. If Client or Merchant desires to reinstate its account, Client or Merchant may be charged a reactivation fee. Additionally, accounts terminated for non-payment will be reactivated only on receipt of the full amount past due and Client’s or Merchant’s written request to reinstate the account. When a terminated account is reinstated, the new term begins on the date of reinstatement.

3. Amendment to Master Agreement. The Master Agreement is amended as follows:

a. The Master Agreement is amended to add the following new provisions, which will remain in force during the Term of the Master Agreement, even if the Visa Inform services are canceled. Any conflict between these provisions and any provision(s) in the Master Agreement shall be resolved in favor of these provisions:

i. Supplemental Terms & Conditions Applicable to the Services. These supplemental terms and conditions apply to Client’s or Merchant’s, as applicable, use of the Services, including without limitation the Visa Inform service.

1. Definitions.

a. “Alert(s)” means information on Confirmed Disputed Transactions and/or Non-Fraud Dispute Transactions that Mastercard and/or Visa creates, evaluates or otherwise distributes.

b. “Alert Data” means information related to Confirmed Disputed Transactions and/or Non-Fraud Dispute Transactions and provided to Client, which may include some or all of the following:

i. card or account number, which number may be a canceled or live card number;

ii. transaction amount;

iii. transaction type;

iv. transaction currency;

v. acquirer reference number;

vi. merchant descriptor;

vii. date and time of transaction;

viii. POS code;

ix. authorization amount;

x. authorization code; and

xi. any source identifier provided by Participating Issuer to permit tracking of the source of the Alert Data.

c. “Client” means the entity receiving the Services, and may be referred to in the Master Agreement as either Merchant or Client. 

d. “Confirmed Disputed Transaction” means a transaction for a Merchant Identifier for which it is known that the transaction will be disputed by the cardholder.

e. “KCM Data” means the Client data Kount uses to deliver the KCM Services including but not limited to Alert Data, cardholder data, and other Client customer data.

f. “Descriptor(s)” means the line of copy that identifies transactions on a cardholder’s account activity and statement.

g. “Indication” means all output returned from use of the Services including, but not limited to, the scores, flags, reason codes, reports, risk control opinions, authorization codes and similar results, and in relation to KCM Services, Indication also includes, without limitation, Order Validation and Outcome Information.

h. “Inquiry” means all input information and data submitted or made available by (or on behalf of) Client to Kount for the provision of, or in relation to, the Services, and in relation to KCM Services, Inquiry also includes, without limitation, Alert Data, KCM Data, Descriptors, and Merchant IDs.

i. “Merchant Identifier” means a unique business identification number used to facilitate payment processing, and it may also be referred to as “MID” or “Merchant ID.”

j. “Non-Fraud Dispute Transaction” means a transaction that the Participating Issuer, by virtue of its operating processes, has identified that will be disputed by the cardholder for non-fraud reasons.

k. “Order Validation” means a request made by Visa/Verifi or Mastercard/Ethoca on a transaction to receive transaction details in an attempt to resolve potential cardholder disputes. The defined term “Order Validation” includes “Order Validation Plus,” where appropriate depending on applicable context.

l. “Outcome Information” means the result of the Alert provided to Client, including but not limited to: (i) the results, as modified from time-to-time, of: transaction refunded, transaction previously refunded, transaction partially refunded, order previously cancelled or declined, account closed, too late, order not found, or other; (ii) the date and time of the response; (iii) additional optional relevant information about a transaction; and/or (iv) any other commentary as it specifically relates to the outcome of the transaction in the optional free-form field for the provision of such commentary.

m. “Participating Issuer” means a card issuer that has agreed to provide Mastercard and/or Visa with Alert Data.

n. “Verifi RDR” means a specific type of Alert generated by Visa that results in a transaction being refunded by the acquiring bank.

2. To facilitate the provision of the KCM Services, Client:

a. Consents to Kount receiving Alert Data for any payment network and permits Mastercard and/or Visa to send Alerts for all Merchant Identifiers including hard and soft merchant billing Descriptor(s).

b. Represents, warrants, and covenants that it will comply with any other requirements or limitations relating to the use of Alert Data as required by Mastercard and/or Visa from time to time.

c. Authorizes Kount to access, use, and when applicable, pass Client’s KCM Data to Kount’s third-party providers in order to provide the KCM Services.

d. Represents, warrants, and covenants that once Descriptors are enrolled, Client will be responsible for assuring set up of notifications of Alerts and the review and processing of Alerts, and it is Client’s sole responsibility to assure monitoring and processing of pending Alerts. 

e. Acknowledges that Descriptors may be held by Kount until any and all Fees due to Kount are paid by Client.  

f. Represents, warrants, and covenants that it will use the methods agreed to by the parties to deliver timely and accurate Outcome Information back to Kount. All Alerts must be processed by Client within twenty-four (24) hours of when the Alert appears in Client’s dashboard, and Client hereby agrees to use best efforts to process said Alerts accordingly. Any Alerts that are not processed within this time frame will automatically close and will no longer be eligible for processing.

g. Represents, warrants, and covenants that it will be responsible for all aspects of updating Kount with current information, including changes to Client Descriptors.

h. Acknowledges that it will be charged for all Alerts that appear in Client’s dashboard, regardless of whether the Alert is ultimately processed by Client.

i. Represents, warrants, and covenants that it will abide by any credit policies established by each applicable third party (e.g., Visa/Verifi, Mastercard/Ethoca, etc.), which are subject to change at the discretion of the applicable third party.

j. Represents, warrants, and covenants that a credit may not be requested if it does not meet the appropriate criteria established by each applicable third party (e.g., Visa/Verifi, Mastercard/Ethoca, etc.), which are subject to change at the discretion of the applicable third party.

k. Acknowledges that Kount is not responsible for credit requests or approvals and will not be liable for any credits.

l. Represents, warrants, and covenants that it will not share Alert Data with any third party, except as necessary to carry out its obligations under the Agreement, Schedule, and this Order Form, provided that Client shall: (1) comply with all requirements in Agreement, Schedule, and this Order Form applicable to the third party (whether the third party is a “Client Affiliate,” service provider, or otherwise); (2) prior to providing the third party access to the Alert Data, enter into a written contract with the third party that contains terms at least as restrictive as the terms that apply to Client in the Agreement, Schedule, and this Order Form; (3) be solely responsible for the third party; and (4) remain liable to Kount for any and all damages of any kind or nature whatsoever that may arise from or relate to the acts of the third party.

m. Represents, warrants, and covenants that it has the full legal right and permission to receive the Alerts for the Merchant Identifiers.

n. Acknowledges that Mastercard and/or Visa provides an inclusive service and, in connection with this, agrees to receive Alerts based on data from all of Mastercard and/or Visa data sources. As such, Client agrees to action all Alerts received by it from Kount. For greater certainty and without limiting the foregoing, Client will action an Alert even if similar or identical information is provided to Client by Mastercard and/or Visa. Such obligation will pertain to Participating Issuers added during the Term of this Order Form.

o. Represents, warrants, and covenants that it will not refund transactions based on Order Validation cases.

p. Acknowledges that transactions associated with RDR cases are refunded by the acquiring bank on Client’s behalf and therefore Client should not refund these transactions. Outcome Information is not required on RDR cases, and Client is solely responsible for reconciliation of refunds in Client’s own system.

3. Inquiry License. Merchant or Client, as applicable, hereby grants to Kount and its affiliates the perpetual right to use, reproduce, modify, store, disclose, sublicense, and make derivatives of the Inquiry for any lawful purpose, including without limitation: (i) in connection with the operation of the Services and improvements thereto, (ii) for analytic, statistical, security, quality control, research and development, and similar purposes associated with the Services, fraud prevention efforts, and any other lawful purpose, including marketing; (iii) the development of other products and services and (iv) in connection with legal-related obligations, enforcement actions and proceedings, investigations and fraud prevention efforts, in each case during and after the Term of the Master Agreement.

4. No Warranty of Outcome. Client acknowledges that due to the nature, variability, and lack of standardization in the industry, Kount does not and cannot guarantee or warrant the outcome of the Services.