Draft

Comprehensive draft prepared for final counsel review. Subject to revision before becoming the enforceable terms in effect. For the version currently signed by Antiff, contact support@antiff.io.

Terms of Service

Effective date: April 24, 2026

These Terms of Service (the “Terms”) are a binding agreement between Antiff, Inc., a Delaware corporation (“Antiff,” “we,” “us,” or “our”), and the legal entity that creates an account, signs an order form, or otherwise accesses or uses the Antiff platform at antiff.io and the related services Antiff offers (collectively, the “Service” or the “Services”). The terms “Customer,” “Merchant,” and “you” refer to that legal entity. By creating an account, signing an order form, or otherwise accessing or using the Services, you accept these Terms and represent that you have authority to bind the legal entity on whose behalf you act. If you do not have that authority, or if you do not accept these Terms, you must not use the Services.

1. Acceptance and authority

These Terms apply to every person and entity that accesses or uses the Services, whether through a direct account, an integration, an API, or any other means. They apply each time the Services are used, and they continue in effect for as long as the account is open or any obligation of either party remains outstanding.

If you are accepting these Terms on behalf of an organization, you represent and warrant that (a) you are at least 18 years old, (b) you have full legal authority to bind that organization, (c) you have read and understand these Terms, and (d) you accept these Terms on behalf of that organization. References to “you,” “Customer,” or “Merchant” in these Terms are deemed to refer to that organization.

Antiff may, in its discretion, refuse to provide the Services to any person or entity, including for prohibited industries or for conduct that would expose Antiff or its providers to legal, regulatory, network-rule, or reputational risk.

2. Definitions

Capitalized terms used in these Terms have the meanings set out below or where they are first used.

  • “Affiliate” means an entity that controls, is controlled by, or is under common control with a party.
  • “Authorized User” means an individual employee, contractor, or agent of the Customer who is authorized by the Customer to access and use the Services on the Customer’s behalf.
  • “Cardholder Data” means information about an end consumer included in or appended to a payment dispute, such as name, email, billing or shipping address, card brand and last four digits, IP address, and device fingerprint.
  • “Confidential Information” means non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
  • “Customer Content” means any data, content, files, records, evidence, policies, or other materials that the Customer or its Authorized Users submit to, upload to, or generate through the Services, or that Antiff retrieves on the Customer’s behalf from a Connected Service.
  • “Connected Service” means a third-party service (including a payment processor, e-commerce storefront, customer-relationship-management tool, helpdesk, communication platform, fulfillment platform, or analytics service) that the Customer authorizes Antiff to access on the Customer’s behalf.
  • “Documentation” means the user-facing documentation, help center, in-product guidance, and policies that Antiff publishes for the Services.
  • “Order Form” means a written or electronic ordering document or online sign-up flow under which the Customer subscribes to the Services.
  • “Payment Processor” means a card acquirer, payment service provider, or payment facilitator (such as Stripe) that processes the Customer’s card transactions and to which the Customer authorizes Antiff to submit dispute defenses.
  • “Personal Data” has the meaning given in the Privacy Policy and applicable data-protection law.
  • “Recovered Funds” means the gross amount of a payment dispute that is closed in the Customer’s favor (i.e. won, ruled in favor of the Merchant, reversed, refunded back to the Customer, or otherwise resulting in the Customer retaining or receiving the disputed amount) following Antiff’s submission of a defense.
  • “Sub-Processor” means a third party that processes Personal Data on Antiff’s behalf in connection with the Services.
  • “Subscription Term” means the period during which the Customer is entitled to use the Services, beginning when the Customer first completes account onboarding and ending when the agreement is terminated in accordance with these Terms.

3. The Service

Antiff offers a chargeback recovery and dispute defense platform. On the Customer’s behalf and under the Customer’s authorization, Antiff connects to the Customer’s Payment Processors and Connected Services, ingests inbound payment disputes, gathers and organizes evidence, drafts dispute defenses (including by using artificial intelligence models), and submits the resulting defense materials to the Payment Processor before the applicable response deadline.

The specific features available to the Customer depend on the plan, integrations, and configurations selected by the Customer. Antiff may release new features, modify existing ones, deprecate older ones, or change limits over time, in line with Section 17 (Modifications).

The Service does not constitute legal, financial, tax, or accounting advice. Antiff does not act as the Customer’s attorney, advocate, agent for legal proceedings, or representative in any litigation. Antiff’s role is limited to the operational steps of dispute defense as described in these Terms.

4. Authorized Users and account security

The Customer may permit its Authorized Users to access and use the Services on the Customer’s behalf. The Customer is responsible for the acts and omissions of its Authorized Users as if they were the Customer’s own.

The Customer must keep account credentials confidential, use strong authentication where available, and notify Antiff promptly at support@antiff.io of any actual or suspected unauthorized access. Antiff is not liable for losses arising from compromised credentials that the Customer fails to protect.

The Customer is responsible for ensuring that the Authorized Users it grants access to the Services have a valid business need to access the Customer Content available to them, and for revoking access promptly when an Authorized User no longer requires it.

5. Authorizations you grant Antiff

By creating an account and connecting a Payment Processor or Connected Service, the Customer grants Antiff the rights necessary to operate the Services, including the rights to:

  • Read transaction, dispute, charge, customer, order, fulfillment, support, communication, and policy records from the Customer’s Payment Processors and Connected Services as needed to assemble dispute defenses.
  • Compose dispute defense narratives, evidence packages, and supporting materials using the Customer’s data and Antiff’s artificial-intelligence-powered tooling.
  • Submit dispute defense evidence to the Customer’s Payment Processor in the Customer’s name and on the Customer’s behalf, in accordance with the defense automation mode the Customer selects (autopilot, assisted, or manual).
  • Send transactional notifications by email or in-product messaging to the contact addresses the Customer configures, including notifications about disputes, defenses, billing, and account status.
  • Use anonymized or aggregated data derived from Customer Content to operate, secure, monitor, evaluate, calibrate, troubleshoot, and improve the Services and Antiff’s underlying models, tools, and integrations, provided the data has been de-identified so that it does not reasonably identify the Customer, any Authorized User, or any cardholder.

6. Performance-based fees and billing

Pricing for the Services is performance-based. Unless otherwise agreed in writing, Antiff charges a commission of twenty-five percent (25%) of each Recovered Funds amount (the “Commission”). The Commission is calculated against the gross amount that the Payment Processor returns to the Customer in connection with a dispute that Antiff submitted a defense for, after any Payment Processor fees that the Payment Processor itself absorbs into the recovery transaction.

Antiff issues a single consolidated invoice on the first business day of each calendar month covering each Recovered Funds amount that closed in the prior calendar month (the “Billing Cycle”). The invoice is automatically charged to the Customer’s Payment Method on file via Stripe. The Customer authorizes Antiff and Stripe to charge the Payment Method on file for each invoice and for any retry attempts under Stripe’s standard dunning schedule.

If a charge fails, Stripe’s automated retry schedule applies. Repeated failure may, at Antiff’s option, cause Antiff to (a) pause autopilot submissions for the Customer until the balance is resolved, (b) require an updated Payment Method as a condition of continued use, or (c) suspend the Services as described in Section 15 (Cancellation, Suspension, and Termination). The Customer remains liable for all unpaid Commissions regardless of whether autopilot is paused or the Service is suspended.

The Customer may dispute an invoice or a specific Recovered Funds line item by notifying Antiff in writing at support@antiff.io within sixty (60) days of the invoice date. Antiff will investigate in good faith and, where warranted, mark the corresponding billable recovery as waived in the Customer’s billing record. Failure to dispute within sixty (60) days waives any claim against that invoice.

Antiff does not charge a Commission for a dispute that closed without Antiff submitting a defense (for example, where the Customer set the defense mode to manual and chose not to submit), or for a dispute that closed against the Customer (lost, refunded, or otherwise not in the Customer’s favor).

Commissions are exclusive of taxes. The Customer is responsible for any sales, use, value-added, withholding, or similar taxes that arise from the Customer’s use of the Services, except for taxes based on Antiff’s net income.

Antiff may change its pricing on at least thirty (30) days’ prior notice. The Customer’s continued use of the Services after the effective date of a pricing change constitutes the Customer’s acceptance of the new pricing for the Services rendered after that date. Pricing in effect at the time a recovery closes governs the Commission for that recovery.

7. Acceptable use

The Customer agrees to use the Services only for lawful purposes and in compliance with these Terms, the Documentation, applicable law, and the rules of the card networks (including Visa, Mastercard, American Express, and Discover) and any Payment Processor whose transactions are submitted through the Service. Without limiting the foregoing, the Customer must not:

  • Submit, attempt to submit, or rely on the Services to submit, evidence the Customer knows or has reason to believe is false, fabricated, altered, doctored, or misleading.
  • Use the Services to defend disputes for transactions that the Customer knows or has reason to believe were unauthorized by the cardholder.
  • Reverse engineer, decompile, disassemble, scrape, or otherwise attempt to derive the source code or underlying ideas of the Services, except to the extent applicable law expressly forbids such restriction.
  • Resell, sublicense, distribute, or otherwise commercially exploit the Services or the data made available through them, except to the extent expressly permitted in these Terms.
  • Probe, scan, or test the vulnerability of the Services, breach or attempt to breach security or authentication measures, or interfere with the Services or with any other customer’s use of the Services.
  • Use the Services to develop a competing product, to benchmark the Services in a manner that is publicly disclosed without Antiff’s prior written consent, or to send unsolicited bulk messages.
  • Use the Services in connection with high-risk activities where failure or delay could result in death, personal injury, or environmental damage, including life-support systems, vehicle navigation, weapons systems, or critical infrastructure.
  • Upload, transmit, or otherwise make available through the Services any content that is unlawful, defamatory, obscene, infringing, harassing, or otherwise objectionable, or that contains malicious code.

8. Customer Content and Cardholder Data

As between Antiff and the Customer, the Customer owns all right, title, and interest in and to the Customer Content. The Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of the Customer Content, and for obtaining all rights, consents, and authorizations necessary for Antiff to receive, store, process, transmit, and submit the Customer Content as contemplated by these Terms.

The Customer represents and warrants that it has the legal right to instruct Antiff to access each Connected Service and to retrieve and use the Customer Content available through it, and that doing so will not violate any agreement between the Customer and a third party or any applicable law.

Cardholder Data is a category of Customer Content. Antiff processes Cardholder Data only as a processor on the Customer’s behalf, only for the purpose of defending the specific dispute in which it appears, and in accordance with the Privacy Policy and any executed Data Processing Addendum. The Customer remains the controller of the Cardholder Data it provides to or generates through the Services and is responsible for the lawfulness of that processing.

The Customer hereby grants Antiff a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, process, and otherwise use the Customer Content as necessary to provide and improve the Services, to comply with law, and to enforce these Terms.

9. Privacy and data protection

Antiff’s collection and use of Personal Data in connection with the Services is described in the Antiff Privacy Policy at antiff.io/legal/privacy, which is incorporated into these Terms by reference. The Customer represents that it has provided all notices and obtained all consents required by applicable law to enable Antiff’s processing of Personal Data on the Customer’s behalf.

Where required by applicable data-protection law, the parties will execute a Data Processing Addendum that governs the processing of Personal Data and that sits below these Terms. In the event of a conflict between the Data Processing Addendum and these Terms with respect to the processing of Personal Data, the Data Processing Addendum controls.

10. AI-generated content and outputs

The Services include features that use artificial-intelligence models (including third-party models such as Anthropic Claude) to extract business context from public web pages, validate uploaded evidence, and compose dispute defense narratives (collectively, “AI Outputs”).

AI Outputs are generated probabilistically and may contain errors, omissions, inaccuracies, or content that is inconsistent with the underlying source material. The Customer is responsible for reviewing AI Outputs before they are submitted in the Customer’s name and for selecting the defense automation mode (autopilot, assisted, or manual) that is appropriate for the Customer’s risk tolerance. Antiff offers the assisted and manual modes to allow human review before submission; the Customer’s decision to operate in autopilot is the Customer’s acknowledgement that AI Outputs may be submitted without prior Customer review.

Antiff does not represent or warrant that AI Outputs are accurate, complete, suitable for any particular purpose, or sufficient to win any particular dispute. The Customer should not rely on AI Outputs in lieu of professional legal, accounting, or compliance advice.

Antiff does not enable the training of third-party AI providers’ underlying models on Customer Content where the relevant provider offers an opt-out, and Antiff configures its integrations accordingly.

11. Third-party services and sub-processors

The Services interoperate with third-party services that are not owned, operated, or controlled by Antiff, including the Customer’s Payment Processors, Connected Services, and the Sub-Processors listed in the Privacy Policy. Antiff is not responsible for the availability, accuracy, content, or security of those third-party services or for any acts or omissions of their operators.

The Customer’s use of a Connected Service or Payment Processor is governed by that third party’s own terms. Antiff is not a party to those terms and disclaims all responsibility for them. If a Connected Service or Payment Processor changes its API, terminates an integration, or imposes new requirements, Antiff will use commercially reasonable efforts to adapt, but Antiff does not guarantee uninterrupted operation of the integration.

Antiff may engage Sub-Processors to provide hosting, data storage, authentication, communication, error monitoring, and similar operational functions. A current list is available in the Privacy Policy and is updated from time to time.

12. Beta and pre-release features

Antiff may, from time to time, offer features that are designated “beta,” “preview,” “experimental,” or similar (“Beta Features”). Beta Features are provided “as is,” may be modified or discontinued at any time, and may have limits on availability, support, or stability that differ from the generally available Services.

Notwithstanding anything to the contrary in these Terms, Antiff’s liability for Beta Features is limited to the maximum extent permitted by applicable law, and the Customer’s sole remedy for any dissatisfaction with a Beta Feature is to discontinue use of that Beta Feature.

13. Confidentiality

Each party (the “Recipient”) will protect the Confidential Information of the other party (the “Discloser”) using at least the same degree of care that the Recipient uses to protect its own confidential information of similar importance, but in no event less than reasonable care. The Recipient will use the Discloser’s Confidential Information only as needed to perform under these Terms or to exercise rights granted under these Terms, and will limit access to its personnel, Affiliates, and contractors who have a need to know and who are bound by written confidentiality obligations at least as protective as those in this Section.

Confidential Information does not include information that the Recipient can show, with documentary evidence, was (a) publicly known and available without breach of any obligation owed to the Discloser at the time of disclosure or that became publicly known after disclosure through no act or fault of the Recipient, (b) known to the Recipient without restriction prior to its disclosure by the Discloser, (c) lawfully received from a third party without restriction, or (d) independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.

The Recipient may disclose the Discloser’s Confidential Information to the extent required by law, regulation, court order, or governmental authority, provided that, where legally permitted, the Recipient gives the Discloser reasonable advance notice of the required disclosure and reasonably cooperates with the Discloser’s efforts to limit the scope of disclosure or to seek a protective order.

14. Intellectual property

As between the parties, Antiff retains all right, title, and interest in and to the Services, including the Antiff platform, its source code, Documentation, models, prompts, tooling, AI Outputs not delivered to the Customer, design elements, look-and-feel, trademarks, logos, and any feedback, suggestions, ideas, or other input the Customer provides about the Services (“Feedback”). The Customer hereby assigns to Antiff all right, title, and interest in and to the Feedback. Antiff may use Feedback for any purpose without obligation to the Customer.

Subject to these Terms and the Customer’s compliance with them, Antiff grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Services solely for the Customer’s internal business purposes.

No rights are granted under these Terms by implication, estoppel, or otherwise. Any rights not expressly granted to the Customer are reserved by Antiff.

15. Cancellation, suspension, and termination

The Customer may cancel its account at any time by following the cancellation flow in the Antiff dashboard or by emailing support@antiff.io. Cancellation is effective on the next business day after Antiff confirms receipt. After cancellation, Antiff will stop ingesting new disputes for the Customer and will not submit defenses for disputes that open after the effective cancellation date. Defenses already in flight may be completed at the Customer’s direction or stopped, at the Customer’s election communicated in writing to Antiff.

Antiff may terminate or suspend the Customer’s access to the Services, in whole or in part, at any time, with or without notice, if (a) the Customer breaches these Terms, (b) the Customer fails to pay any amount when due and does not cure the failure within ten (10) days of notice, (c) the Customer becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, or otherwise ceases to operate as a going concern, (d) Antiff reasonably believes that the Customer’s use of the Services creates a risk of harm to Antiff, its providers, the card networks, the issuing banks, or other customers, or (e) Antiff is required to do so by law, regulation, court order, or the rules of a card network or Payment Processor.

Antiff may suspend, rather than terminate, where suspension is sufficient to address the underlying issue. Suspension does not relieve the Customer of payment obligations.

Antiff may terminate these Terms for any other reason on thirty (30) days’ prior written notice to the Customer.

Upon termination for any reason: (i) the Customer’s right to access and use the Services ends; (ii) Commissions earned before the effective termination date remain payable in accordance with Section 6 (Performance-Based Fees and Billing); (iii) for thirty (30) days following the effective termination date, the Customer may export Customer Content through self-service tools made available in the Services or by request to support@antiff.io, after which Antiff may delete or de-identify Customer Content from active systems in accordance with Antiff’s retention schedule; and (iv) the provisions of these Terms that by their nature should survive termination will survive.

16. Modifications to the Service or these Terms

Antiff may modify, add, or remove features of the Services at any time. Antiff will use commercially reasonable efforts to provide reasonable advance notice of material reductions in functionality. Antiff may also modify these Terms; if the modification is material, Antiff will provide at least thirty (30) days’ notice by email or through the dashboard before the modification takes effect.

If the Customer objects to a material modification, the Customer’s exclusive remedy is to cancel its account before the modification takes effect. The Customer’s continued use of the Services after the effective date of a modification constitutes the Customer’s acceptance of the modification.

17. Disclaimers; no guarantee of recovery

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. ANTIFF AND ITS LICENSORS, SUB-PROCESSORS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING OR USAGE OF TRADE.

ANTIFF DOES NOT WARRANT THAT (A) THE SERVICES WILL MEET THE CUSTOMER’S REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR (C) DEFECTS WILL BE CORRECTED.

DISPUTE OUTCOMES ARE DECIDED BY CARD NETWORKS AND ISSUING BANKS, NOT BY ANTIFF. ANTIFF MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE OF ANY SPECIFIC WIN RATE, RECOVERY AMOUNT, RESPONSE TIME, OR OUTCOME WITH RESPECT TO ANY INDIVIDUAL DISPUTE OR ANY GROUP OF DISPUTES.

AI OUTPUTS ARE GENERATED PROBABILISTICALLY. ANTIFF DOES NOT WARRANT THE ACCURACY, RELIABILITY, OR FITNESS OF AI OUTPUTS FOR ANY PARTICULAR PURPOSE.

18. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANTIFF, ITS AFFILIATES, ITS LICENSORS, OR ITS SUB-PROCESSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST GOODWILL, LOST OR DAMAGED DATA, COST OF SUBSTITUTE SERVICES, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANTIFF’S, ITS AFFILIATES’, AND ITS LICENSORS’ AND SUB-PROCESSORS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL COMMISSIONS PAID BY THE CUSTOMER TO ANTIFF IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

THE LIMITATIONS IN THIS SECTION APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. EACH PARTY ACKNOWLEDGES THAT THE PRICING REFLECTS THIS ALLOCATION OF RISK.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages. To the extent that such laws apply to the Customer, some of the limitations above may not apply, and the Customer may have additional rights.

19. Indemnification

The Customer will defend, indemnify, and hold harmless Antiff, its Affiliates, and their respective officers, directors, employees, agents, and contractors from and against any third-party claim, demand, action, suit, or proceeding (each, a “Claim”), and any liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) the Customer Content, including any allegation that the Customer Content infringes the rights of a third party or violates applicable law, (b) the Customer’s use of the Services in violation of these Terms or applicable law, (c) the Customer’s submission of dispute defense materials that the Customer knew or had reason to believe were false or fraudulent, or (d) any taxes for which the Customer is responsible under Section 6 (Performance-Based Fees and Billing).

Antiff will defend, indemnify, and hold harmless the Customer from and against any Claim alleging that the Services, when used in accordance with these Terms and the Documentation, infringe a U.S. patent, copyright, trademark, or trade-secret right of a third party, and any liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) finally awarded against the Customer in respect of such Claim. Antiff has no obligation under this Section to the extent the Claim arises from (i) Customer Content, (ii) modifications to the Services not made by Antiff, (iii) the combination of the Services with services or items not provided by Antiff, or (iv) the Customer’s use of the Services after Antiff has notified the Customer to discontinue use to avoid an infringement claim.

If the Services become, or in Antiff’s opinion are likely to become, the subject of an infringement Claim, Antiff may, at its option, (A) procure for the Customer the right to continue using the Services, (B) modify the Services to make them non-infringing while maintaining substantially equivalent functionality, or (C) terminate these Terms and refund any prepaid amounts attributable to the period after termination. The remedies in this Section state Antiff’s entire liability and the Customer’s exclusive remedy for any third-party intellectual-property infringement Claim.

The party seeking indemnification will (1) promptly notify the indemnifying party of the Claim, (2) give the indemnifying party sole control of the defense and settlement of the Claim (except that the indemnifying party may not settle a Claim in a way that imposes any obligation or admission on the indemnified party without the indemnified party’s prior written consent, not to be unreasonably withheld), and (3) provide reasonable cooperation in the defense, at the indemnifying party’s expense.

20. Governing law; venue

These Terms and any dispute arising out of or related to these Terms or the Services are governed by the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules that would result in the application of the law of a different jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to Section 22 (Mandatory arbitration; class-action waiver), the parties agree that any judicial action permitted by these Terms must be brought exclusively in the state or federal courts located in New Castle County, Delaware, and each party irrevocably submits to the personal jurisdiction and venue of those courts.

21. Mandatory arbitration; class-action waiver

Except for (a) actions seeking injunctive or other equitable relief in connection with the protection of intellectual-property rights or Confidential Information, and (b) actions for collection of amounts owed, any dispute arising out of or related to these Terms or the Services that cannot be resolved through good-faith negotiation within thirty (30) days will be submitted to final and binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration will be conducted in English by a single arbitrator and will take place in Wilmington, Delaware, or, with both parties’ written consent, by videoconference.

The arbitrator may award only the same damages and relief that a court could award under these Terms and applicable law. The arbitrator’s award will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY AWARD RELIEF ONLY ON AN INDIVIDUAL BASIS.

EACH PARTY ALSO WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES TO THE MAXIMUM EXTENT PERMITTED BY LAW.

22. Force majeure

Neither party will be liable for any delay or failure in performance under these Terms (other than payment obligations) to the extent the delay or failure is caused by an event beyond the party’s reasonable control, including acts of God, natural disasters, epidemics, pandemics, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications failures, denial-of-service attacks, or failures of upstream providers.

23. Notices and communications

Antiff may give notice to the Customer through the dashboard, by email to the address on the Customer’s account, or by any other means reasonably calculated to reach the Customer. Notices to Antiff must be sent to support@antiff.io and are deemed given when actually received.

The Customer consents to receive transactional and account-related communications from Antiff electronically, including by email, dashboard message, and in-product notification. The Customer may opt out of marketing communications without affecting transactional communications necessary to operate the Services.

24. Assignment

The Customer may not assign or transfer these Terms or any rights or obligations under them, in whole or in part, without Antiff’s prior written consent. Antiff may assign these Terms in connection with a merger, acquisition, reorganization, sale of substantially all of its assets, or by operation of law, in each case without the Customer’s consent. Any purported assignment in violation of this Section is void.

25. Entire agreement; severability; waiver; export

These Terms, together with the Privacy Policy, the Merchant Agreement, any executed Data Processing Addendum, and any Order Forms, constitute the entire agreement between the parties with respect to the Services and supersede all prior or contemporaneous agreements, understandings, and communications, written or oral, with respect to the same subject matter.

If any provision of these Terms is held to be unenforceable, that provision will be modified only to the extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. The failure of either party to enforce any right or provision of these Terms does not waive that right or provision.

The Services may be subject to U.S. and other export-control and sanctions laws. The Customer represents that it is not located in, under the control of, or a national or resident of any country subject to a comprehensive U.S. embargo, and that it is not on any U.S. government list of restricted parties.

These Terms do not create any agency, partnership, joint venture, or employment relationship between the parties. There are no third-party beneficiaries to these Terms.

26. Contact

Antiff Inc. is a Delaware corporation. For questions about these Terms, billing, or the Services, contact support@antiff.io.