Riskopus Terms of Service

Please read this Master Terms of Service agreement ("Agreement") carefully before using the services offered by CloverApps LLC ("Company", "Riskopus", "we", "us", or "our"), having its registered corporate office at 131 Continental Dr, Suite 305, Newark, DE 19713, USA. By creating an account, connecting your Payment Service Provider (PSP) or commerce platforms to our platform, or integrating our APIs, you ("Merchant", "Customer", or "you") agree to be bound by this Agreement to the exclusion of all other terms.

1. NATURE & SCOPE OF SERVICES

1.1. B2B SaaS Risk Platform: Riskopus provides an automated, software-as-a-service risk management and decision-support platform designed to track, analyze, prevent, and manage chargebacks, disputes, early fraud warnings, merchant health metrics, and merchant risk analytics.

1.2. Non-Financial & Non-Processor Status: Riskopus is strictly a technology platform. We are not a bank, payment processor, merchant acquirer, money transmitter, or card scheme (Visa/Mastercard/Amex). Riskopus does not at any point receive, hold, control, or handle Merchant or end-user funds. All monetary transactions, settlements, refunds, and dispute deductions occur strictly via your licensed third-party Payment Service Providers ("PSPs") or acquiring banks.

1.3. Limited API & Data Authorization: You grant Riskopus global, non-exclusive, fully authorized programmatic access (via API keys, OAuth credentials, or integration tokens) to your PSP accounts, commerce platforms, and integrated third-party risk/alert providers. This authorizes Riskopus to:

(a) Automatically aggregate, process, and analyze transaction records, delivery proofs, IP/device logs, customer metadata, and subscription data ("Merchant Data").

(b) Issue automated or rule-based refund API commands directly through your connected PSPs pursuant to parameters and rules configured or authorized by Merchant.

(c) Generate and submit chargeback representment evidence packages directly into PSP or card network dispute management interfaces (either automatically or subject to Merchant approval, as configured).

2. SPECIFIC FUNCTIONALITIES & OPERATIONAL DISCLOSURES

2.1. Early Fraud Warning & Prevention Services:

(a) Provider-Agnostic Ecosystem: Early warning alert services depend on integrations with card networks, alert networks, chargeback prevention providers, resellers, aggregators, and other third-party service providers ("Alert Providers").

(b) Automated Refunds: Where enabled by Merchant, Riskopus may initiate refund instructions through Merchant's connected payment service provider in accordance with rules, thresholds, and settings configured or authorized by Merchant. Merchant remains responsible for reviewing and configuring such rules and authorizes Riskopus to execute refund instructions that satisfy those parameters. Riskopus does not independently authorize refunds outside Merchant-configured or Merchant-approved parameters.

(c) Alert Provider Liability Disclaimer: Riskopus is not responsible for the availability, accuracy, timing, completeness, or delivery of alerts or data supplied by third-party Alert Providers, except to the extent caused directly by Riskopus's own failure to process an alert properly received by Riskopus.

2.2. AI Dispute Automation & Representment:

(a) Data Sources & Submission Modes: Riskopus utilizes proprietary AI models and algorithmic workflows to generate dispute defense packages based on Merchant Data and authorized third-party data. AI-generated dispute submissions may be subject to Merchant review and approval or, where expressly enabled by Merchant, automatically submitted on Merchant's behalf in accordance with Merchant-configured settings. Merchant may enable, disable, or modify automatic submission settings through the Services at any time.

(b) No Guarantee of Win Rate: Riskopus does not guarantee any particular dispute outcome, recovery rate, chargeback reduction, or prevention rate, except to the extent expressly provided under a separate written Guarantee Program or applicable Order Form. Final dispute decisions rest solely with issuing banks and card schemes.

2.3. Merchant Communications & Consent Warranty:

(a) Supported Communication Channels: Where enabled as part of the Services, Riskopus may facilitate or automate communications relating to disputes, payment issues, or chargeback prevention through supported communication channels (such as email, SMS, or messaging services).

(b) Merchant Consent & Compliance Warranty: Merchant expressly warrants and represents that it has obtained all necessary prior express consents, opt-ins, and legal permissions from its End-Users in compliance with all applicable laws (including CAN-SPAM, TCPA, CCPA/CPRA, GDPR, and data protection laws) to allow Riskopus to transmit communications to such End-Users on Merchant's behalf. Merchant agrees to fully indemnify Riskopus against any third-party claims or regulatory fines arising from a failure to secure valid End-User consents.

2.4. Merchant Health & Risk Monitoring:

Riskopus provides merchant-level health scores, chargeback and dispute metrics, risk signals, alerts, trends, and Merchant Risk Analytics. Riskopus does not perform transaction-level authorization or inline transaction blocking. All transaction authorization and approval/decline decisions remain strictly and solely with Merchant’s PSP or acquiring bank.

2.5. Network Monitoring & Estimates:

Riskopus may display card-network, acquirer, or processor data received from third parties together with Riskopus-generated calculations, estimates, projections, forecasts, and monitoring indicators. Riskopus-generated estimates or projections may differ from official network or acquirer determinations.

3. COMMERCIAL DEFINITIONS

3.1. Billable Alert: Means an Early Fraud Warning (EFW) or dispute alert received through an Alert Provider that Riskopus successfully matches to a Merchant transaction and makes available for prevention, automated refund, or resolution through the Services, regardless of whether an automated refund is subsequently executed. Duplicate, unmatched, test, or invalid alerts shall not constitute Billable Alerts, and underlying network credits pass through directly to Merchant.

3.2. Recovered Amount & Success Fee: "Recovered Amount" means the principal amount of a disputed transaction actually recovered and credited or otherwise returned to Merchant as a result of a dispute managed or representment generated exclusively by Riskopus (strictly excluding any files, documents, or disputes independently imported, uploaded, or submitted directly by Merchant). Riskopus's Success Fee shall be strictly 15% (or the specific percentage set forth in an applicable Order Form) of the Recovered Amount, and shall be assessed solely upon successfully won disputes handled by Riskopus.

4. MERCHANT VERIFICATION & COMPLIANCE

4.1. Risk-Based Verification Rights: Riskopus reserves the right to request business documentation, proof of operational domains, and identification of Ultimate Beneficial Owners (UBOs) on a risk-based basis to ensure regulatory compliance and prevent misuse of the platform.

4.2. Sanctions Screening: Riskopus may screen Merchant entities and principals against applicable sanction databases (including OFAC and international AML lists) on a risk-based schedule. Riskopus reserves the right to immediately suspend or terminate access to any Merchant operating in prohibited high-risk verticals or failing compliance checks.

5. DATA PRIVACY, DUAL ROLES & AI IMPROVEMENT

5.1. Dual Roles under Data Privacy Laws:

(a) Data Controller Role: Riskopus acts as an independent Data Controller (Business) with respect to personal data collected directly from Merchant representatives for account setup, billing, security, and relationship management.

(b) Data Processor Role: Riskopus acts as a Data Processor (Service Provider) with respect to End-User transactional data processed on behalf of Merchant to deliver the Services. All such End-User processing is governed by our Data Processing Addendum ("DPA"), incorporated herein by reference.

5.2. Payment Data Sourcing & PCI DSS Scope: Riskopus retrieves encrypted tokens and transaction metadata via PSP APIs. Riskopus does not store, process, or transmit raw credit card numbers (PAN) or Sensitive Authentication Data (CVV/CVC).

5.3. AI and Service Improvement: Riskopus may use aggregated and/or anonymized data that does not reasonably identify a Merchant or individual to develop, train, evaluate, and improve its artificial intelligence models, analytics, risk intelligence, and Services. Riskopus will not use Merchant-specific identifiable data or Personal Data to train models for the benefit of other Merchants unless expressly authorized by the Merchant.

6. FEES, BILLING & THIRD-PARTY COSTS

6.1 Fee Structure: Merchant agrees to pay all fees specified in the applicable Order Form, Online Pricing Schedule, or User Dashboard ("Fees"), including Base Subscription Fees, Alert Fees (calculated per Billable Alert as defined in Section 3.1), and Success Fees (calculated as a percentage of the Recovered Amount pursuant to Section 3.2).

6.2 Non-Refundable Fees & Carve-Out: Except as expressly provided in an applicable Order Form, Service Level Agreement, Guarantee Program Terms, or as required by applicable law, Fees are non-refundable.

6.3 Pass-Through Fees & Price Adjustments: Riskopus reserves the right to pass through to Merchant any fee increases or network surcharges imposed by third-party Alert Providers or card networks upon thirty (30) days' written notice.

6.4 Transaction Liability & Non-Custodial Settlement:

(a) Strict Non-Custodial Principle: As set forth in Section 1.2, Riskopus operates strictly as a non-custodial technology platform and never receives, holds, advances, or pays out funds, chargebacks, or transaction liabilities on behalf of Merchant.

(b) Merchant Responsibility: Merchant is solely responsible for all chargebacks, card scheme fines, and dispute liabilities, which shall be processed and settled entirely through Merchant's licensed PSP.

(c) Direct Payment & Remedies: Riskopus shall not advance or cover any merchant transaction losses. Any dispute costs or penalties improperly shifted to Riskopus due to Merchant's actions must be paid or reimbursed immediately by Merchant upon notice, and failure to do so shall result in immediate suspension or termination of access.

6.5 Payment Failures & Accelerated Dunning Protocol: In the event that an automated payment attempt fails via Merchant’s card-on-file or authorized payment method, Riskopus reserves the right, at its sole discretion, to accelerate dunning procedures and immediately restrict platform access, suspend prevention workflows, or terminate services within twenty-four (24) hours (one (1) day) following such payment failure, without being bound by multi-day grace periods or sequential thresholds.

7. TERM, SUSPENSION & TERMINATION

7.1. Term: This Agreement commences on the date Merchant accepts these terms or connects an account and shall remain in effect until terminated in accordance with this Section 7.

7.2. Suspension & Termination Rights: Riskopus may suspend or terminate Merchant's access immediately in the event of non-payment, breach of warranty, regulatory request, or suspected abusive/illegal activity.

7.3. Effect of Termination: Upon termination, API connections shall be revoked, access rights shall cease, and all accrued or committed Fees shall become immediately due and payable.

7.4 Merchant Cancellation & Data Deletion: Merchant may terminate or cancel its subscription at any time directly through the platform dashboard settings, which cancellation shall take effect at the end of the then-current billing period. Following the effective date of termination or cancellation, Riskopus shall retain Merchant data, integration logs, and API connection tokens for a secure transition period of thirty (30) days, after which all such data shall be permanently deleted or securely anonymized in accordance with our Privacy Policy.

8. DISCLAIMER OF WARRANTIES

To the maximum extent permitted by law, the Riskopus services are provided "as is" and "as available". Riskopus expressly disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

9. LIMITATION OF LIABILITY

9.1. Consequential Damages Waiver: To the maximum extent permitted by applicable law, in no event shall Riskopus, its affiliates, officers, directors, or agents be liable to Merchant for any indirect, incidental, special, punitive, or consequential damages (including lost profits, lost revenue, or card scheme fines), even if advised of the possibility of such damages.

9.2. Aggregate Liability Cap & Super-Cap Framework: Except as otherwise expressly provided in an applicable Enterprise Order Form, Riskopus’s total aggregate liability arising out of or relating to this Agreement shall not exceed the total fees actually paid by Merchant to Riskopus in the three (3) months immediately preceding the event giving rise to the claim. For Enterprise negotiations, parties may expressly agree in an Order Form to a heightened liability cap (Super-Cap) or alternative carve-outs as negotiated.

10. INDEMNIFICATION

Merchant agrees to defend, indemnify, and hold harmless Riskopus and its officers, directors, employees, and agents from and against any third-party claims, losses, liabilities, damages, fines, penalties, or expenses (including reasonable attorneys' fees) arising out of or related to:

(a) Merchant’s breach of any warranty or provision of this Agreement.

(b) Fraudulent or inaccurate evidence files provided or authorized by Merchant for dispute representment.

(c) Failure by Merchant to secure required End-User communications consents under Section 2.3.

(d) Scheme fines or chargeback penalties levied against Merchant by Visa, Mastercard, AMEX, or any PSP.

11. GOVERNING LAW, ARBITRATION & ORDER OF PRECEDENCE

11.1. Governing Law: This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, USA, without regard to its conflict of laws principles.

11.2. Binding Arbitration & Operational Details: Any dispute, claim, or controversy arising out of or relating to this Agreement shall be settled by final and binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The place/seat of arbitration shall be Wilmington, Delaware, conducted in the English language before a single arbitrator. Hearings may be conducted remotely or virtually where permitted by the arbitrator or AAA rules.

11.3. Class Action Waiver: Claims must be brought solely in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

11.4. Order of Precedence: In the event of any conflict or inconsistency between the terms of this Master Terms of Service and an executed Enterprise Order Form, the Order Form shall prevail solely with respect to the specific provisions expressly identified in the Order Form as modifying or superseding this Agreement.