Terms of service

Before you access our services, please read these Terms of Service.

These Terms of Service (“Terms”) govern your use of the services provided or that we may make available via apps, software, and websites (together, our “Services”). These Terms are a contract between you and Backgrounder Inc. ("Backgrounder" or “Our”). By accessing our Services, you agree to these Terms. If you do not agree, do not use our Services.

Please also read our Privacy Policy at https://backgrounder.com/privacy which describes how we collect and use personal information. To the extent you use the Services on behalf of an organization or business, our Data Processing Agreement ("DPA"), available on request from support@backgrounder.com, governs our processing of personal data on your behalf and is incorporated into these Terms by reference.

1. Access and Use

Backgrounder is an AI and research company working to help you stay safe from scams and fraud. We leverage AI-powered tools to analyze content such as messages, emails, phone numbers, images, or other data that is submitted or otherwise transmitted by you as part of our Services. Backgrounder and its Services are for personal, non-commercial use. Our Services are intended for educational and informational purposes only and are not a substitute for professional legal, financial, or law enforcement advice. You must be at least 18 years old or the minimum age required to consent to use the Services in your location, whichever is higher. By using our Services, you confirm that the information you submit is your own or that you have the right to share it with us.

2. Your Account

To access our Services, we may ask you to create an account (“Account”). You agree to provide correct, current, and complete account information and allow us to use it to communicate with you about our Services. Our communications to you using your Account information will satisfy any requirements for legal notices. You may not share your Account login information or credentials with anyone else. You are responsible for all activity occurring under your Account.

3. License and Use of our Services

You may access and use our Services only in compliance with our Terms and any guidelines or supplemental terms we may post on the Services. We grant you a personal, non-exclusive, non-transferable license to use the Services in accordance with these terms. You agree to use the Services only for purposes that are legal, proper, and in accordance with these Terms and any applicable laws or regulations.

You shall not, and shall not encourage any third party to: (a) modify, adapt, alter, translate, or create derivative works of the Services; (b) reverse-engineer, decompile, disassemble, or attempt to derive the source code for the Services, in whole or in part, except to the extent that such activities are permitted under applicable law; (c) distribute, license, sublicense, lease, rent, loan, or otherwise transfer the Services to any third party; (d) remove, alter, or obscure in any way the proprietary rights notices (including copyright, patent, and trademark notices and symbols) of Backgrounder contained on or within any copies of the Services; (e) use the Services for the purpose of creating a product or service competitive with the Services; (f) remove, minimize, block or modify any notices of Backgrounder in the Services; or (g) use the Services other than as described in the Terms or for any unlawful purpose.

4. Content and Materials

We leverage AI-powered and machine learning tools to analyze content such as messages, emails, phone numbers, images, or other data that is submitted or otherwise transmitted by you (collectively, "Content") as part of our Services. You are responsible for all Content that you submit to our Services and you represent and warrant that you have all rights, licenses, and permissions that are necessary for us to process the Content under our Terms and to provide the Services to you, including for example, to integrate with third-party services, to share materials with others at your direction, and to take any actions on your behalf, such as data processing and system interactions. You also represent and warrant that your submitting Content to us or directing our Services to take actions will not violate our Terms or any laws or regulations applicable to the Content. As between you and Backgrounder, and to the extent permitted by applicable law, you retain any right, title, and interest that you have in the Content you submit. By submitting Content, you grant Backgrounder a world-wide, royalty-free license to use, reproduce, adapt, and process such Content solely for the purposes of providing and improving the Services. Backgrounder does not use your Personal Data (as defined in the Privacy Policy) or personal details contained in your Content to train AI models. Any model training is limited to Scammer Data (as defined in the Privacy Policy), aggregated data, and de-identified information. We may use the Content you submit to provide the Services, to improve and train our Services, and as otherwise described in our Privacy Policy. Backgrounder and any third-party services retain all of our respective rights, title, and interest, including intellectual property rights, in and to the Services and any Materials (as defined below). Other than the rights of access and use expressly granted in our Terms, our Terms do not grant you any right, title, or interest in or to our Services.We are not responsible for the accuracy, legality, or reliability of the Content you upload.

Our use of Materials. We may use materials created from your Content and generated responses in connection with the Services (collectively, “Materials”) to provide, maintain, and improve the Services and to develop other products and services, including training our models, unless you opt out of training through your account settings as provided in our Privacy Policy. Even if you opt out, we will use Materials for model training when: (1) you provide Feedback (defined below) to us regarding any Materials, or (2) your Materials are flagged for safety review to improve our ability to detect harmful content, enforce our policies, or advance our safety research.

5. Feedback

We appreciate feedback, including ideas and suggestions for improvement or rating features or functionality, bug reports, or any questions and comments (“Feedback”). If you provide Feedback, we may store the related conversation. You have no obligation to give us Feedback, but if you do, you agree that we may use the Feedback however we choose without any obligation or other payment to you.

6. Subscriptions and Fees

You may be required to pay us fees to access or use our Services or certain features of our Services as may be disclosed during the course of your access. We will provide notice to you of any such fees prior to your use of such features or Services. You are responsible for paying any applicable fees listed for the Services as communicated to you by Backgrounder in our subscription and billing materials.

7. Third-party Services

Our Services may use third-party content ("Third-Party Content"), services, or integrations. We do not control or accept responsibility for their performance or for any issues that arise from their services.

8. Data Processing

To the extent that your use of the Services involves the processing of personal data that is subject to applicable data protection laws (including the EU General Data Protection Regulation, UK GDPR, U.S. state privacy laws, and the Canadian Personal Information Protection and Electronic Documents Act), the terms of our Data Processing Agreement ("DPA"), available on request from support@backgrounder.com, apply to such processing and are incorporated into these Terms. You may also request an executed copy of the DPA by contacting support@backgrounder.com. In the event of any conflict between these Terms and the DPA with respect to the processing of personal data, the DPA will control.

9. Availability and Disruptions

We aim to keep the Services available, but we do not guarantee uninterrupted access. The Services, including access to our website, may be suspended, disrupted, or interrupted at any time for maintenance, technical issues, or other reasons outside of our control.

10. Disclaimer of Warranties, Limitations of Liability, and Indemnification

YOUR USE OF THE SERVICES, MATERIALS, AND BACKGROUNDER IS SOLELY AT YOUR OWN RISK. THE SERVICES, MATERIALS, AND BACKGROUNDER ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE AND OUR PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, ACCURACY, AVAILABILITY, RELIABILITY, SECURITY, PRIVACY, COMPATIBILITY, NON-INFRINGEMENT, AND ANY WARRANTY IMPLIED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT BACKGROUNDER, ITS SUBSIDIARIES AND AFFILIATES (‘BACKGROUNDER PARTIES”) SHALL IN NO EVENT BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, GOODWILL, LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, OR INTERRUPTION OF BUSINESS) ARISING FROM THIS AGREEMENT, WHETHER UNDER THEORY OF CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THE TOTAL LIABILITY OF BACKGROUNDER ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY YOU FOR THE RELEVANT SERVICES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY OR $100.

YOU AGREE TO INDEMNIFY AND HOLD HARMLESS THE BACKGROUNDER PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS), AND OTHER LOSSES ARISING OUT OF OR RELATED TO YOUR BREACH OR ALLEGED BREACH OF THESE TERMS; YOUR ACCESS TO, USE OF, OR ALLEGED USE OF THE SERVICES, THE MATERIALS, OR BACKGROUNDER; YOUR FEEDBACK; YOUR VIOLATION OF APPLICABLE LAW OR ANY THIRD-PARTY RIGHT; AND ANY ACTUAL OR ALLEGED FRAUD, INTENTIONAL MISCONDUCT, GROSS NEGLIGENCE, OR CRIMINAL ACTS COMMITTED BY YOU OR YOUR EMPLOYEES OR AGENTS. WE RESERVE THE RIGHT TO ENGAGE SEPARATE COUNSEL AND PARTICIPATE IN OR ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU HEREUNDER, IN WHICH CASE YOU AGREE TO COOPERATE WITH US AND SUCH SEPARATE COUNSEL AS WE REASONABLY REQUEST.

11. General Terms

Changes to the Services. Our Services are novel and will change. We may sometimes add or remove features, increase or decrease capacity limits, offer new Services, or stop offering certain Services.

Unless we specifically agree otherwise in a separate agreement with you, we reserve the right to modify, suspend, or discontinue the Services or your access to the Services, in whole or in part, at any time without notice to you. Although we will strive to provide you with reasonable advance notice if we stop offering a Service, there may be urgent situations—such as preventing abuse, responding to legal requirements, or addressing security and operability issues—where providing advance notice is not feasible. We will not be liable for any change to or any suspension or discontinuation of the Services or your access to them.

Changes to these terms. We may update these Terms from time to time. When we do, we will post the revised Terms on our website and update the “Effective date” above. Your continued use of the Services after any changes means you accept the updated Terms.

Entire Agreement. These Terms, any other terms expressly incorporated by reference, our Privacy Policy, and, where applicable, our Data Processing Agreement form the entire agreement between you and us regarding the subject matter of our Terms.

Termination. You may stop accessing the Services at any time. We may suspend or terminate your access to the Services (including any Subscriptions) at any time without notice to you if we believe that you have breached these Terms, or if we must do so in order to comply with law. If we terminate your access to the Services due to a violation of these Terms and you have a Subscription, you will not be entitled to any refund. In addition, if you have a Subscription, we may terminate the Subscription at any time for any other reason. If we exercise this right and you purchased the subscription via our website, we will refund you, on a pro rata basis, the fees you paid for the remaining portion of your Subscription after termination.

Severability. If a particular provision or portion of these Terms is not valid or enforceable, this will have no effect on any other provision or portion of these Terms.

No Waiver. Any delay or failure on our part to enforce a provision of these Terms is not a waiver of our right to enforce them later.

No Assignment. These Terms may not be transferred or assigned by you without our prior written consent, but may be assigned by us without restriction.

Legal Compliance. We may comply with governmental, court, and law enforcement requests or requirements relating to provision or use of the Services or information provided to or collected under our Terms. We reserve the right, at our sole discretion, to report information from or about you, including but not limited to Content, to law enforcement.

12. Disputes and Governing Law

Equitable Relief. You agree that (a) no adequate remedy exists at law if you breach Section 3 (License and Use of Our Services); (b) it would be difficult to determine the damages resulting from such breach, and any such breach would cause irreparable harm; and (c) a grant of injunctive relief provides the best remedy for any such breach. You waive any opposition to such injunctive relief, as well as any demand that we prove actual damage or post a bond or other security in connection with such injunctive relief.

Governing Law and Exclusive Jurisdiction. Our Terms will be governed by, and construed and interpreted in accordance with, the laws of the Commonwealth of Virginia without giving effect to conflict of law principles. You and Backgrounder agree that any disputes arising out of or relating to these Terms will be resolved exclusively in the state or federal courts located in Virginia, and submit to the personal and exclusive jurisdiction of those courts. By accessing our Services, you waive any claims that may arise under the laws of other jurisdictions.