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Effective as of April 26th, 2020. IMPORTANT: PLEASE READ THESE TERMS OF USE CAREFULLY. ORDERING, INSTALLING OR USING THE SOFTWARE
(AS DEFINED BELOW) CONSTITUTES ACCEPTANCE OF THIS TERMS ON YOUR BEHALF.
The following Terms of Use (the “Terms”) govern your use of any of the services (including software) (the “Services”) offered by NSURE.AI PAYMENT ASSURANCE LTD. (the “Company”).
Please read the requirements of these Terms carefully. Your use of any of the Services constitutes your agreement to comply with the terms of these Terms. You can access these Terms at any time at https://www.nsureai.com/terms-of-use.
Your use of the Services is expressly conditioned on your compliance and consent with theseTerms. If you cannot agree to and comply with these Terms and its requirements, you are expressly prohibited from use of the Services.
In these Terms the following capitalized terms otherwise undefined shall have the following meanings:
1.1.“Advisory Notice” means a notice provided by the Company (whether in the form of an icon, marker, or other notification on the Software or Subscriber Storefront, or otherwise) indicating with respect to each Submitted Transaction (as defined below) whether: (a) it advises you to accept such Submitted Transaction, (b) it advises you to decline such Submitted Transaction (c) it advises you to manually verify such Submitted Transaction, or (d) it advises you that such Submitted Transaction was not reviewed.
1.2.“Advisory Notice Date” means the date on which an Advisory Notice is provided by us.
1.3.“Approved Transaction Report”means (i) an Advisory Notice to you recommending that you accept the Submitted Transaction, and, to the extent applicable pursuant to the terms of the Order(ii) a Manually Approved Transaction Report.
1.4.“Further Inspection Required Report” means Advisory Notice to you recommending that you manually verify a Submitted Transaction.
1.5.“Content” means any information(including contact information), data, audio, visual, and audiovisual works, any score or rating regarding an individual or an actual or prospective ecommerce transaction, any results or recommendations (including Approved Transaction Reports), or any other content made available through the Service.
1.6.“Ecommerce Transaction” means orders for the purchase of the products mentioned in the Order (i) taken in a“card-not-present” environment and (ii) made with credit card-related payment methods, which consist of credit cards, PayPal, Apple Pay, Android Pay, prepaid cards, debit cards, and any other methods approved in writing by the Company. For the avoidance of doubt, an ecommerce transaction does not include orders (i) taken in a point-of-sale terminal or in-person or (ii) made with non-credit card-related alternative payment methods, including ACH, Bitcoin, carrier billing, cash/COD, check, money orders, and wire transfer.
1.7.“Eligible Chargeback” means a chargeback which has been provided by the credit card company or card process or with one of the reasons stated in Schedule 1, as amended from time to time, with any such amendment being applicable only to Submitted Transactions for which the Software was provided after the amendment. It is clarified that the reasons code are the codes used by the credit card companies. Different merchant banks and other payment processing counterparts may have corresponding reason codes which differ from the reasons code in Schedule 1. For the avoidance of doubt, an Eligible Chargeback shall include such reason codes.
1.8.“End User” means an end user on the Subscriber Storefront.
1.9.“Fraud Screening Services” fraud screening services performed by Company for Card-Not-Present (CNP) orders which include a recommendation to approve or reject a Submitted Transaction.
1.10.“Manually Approved Transaction Report” means a notice provided by us (whether in the form of an icon, marker, or other notification on the Software or Subscriber Storefront, or otherwise) pursuant to Manuel Services performed by us, indicating with respect to a certain Submitted Transaction for which a Further Inspection Required Report was issued, that you should approve such Submitted Transaction.
1.11. “Software” means the Company’s software applications and platforms which it makes available to clients as part of the Fraud Screening Services and any upgrades, bug fixes and enhancements thereto.
1.12. “Subscriber Storefront” means, collectively, your ecommerce storefront and your account(s) on any third-party ecommerce platform approved by the Company as listed in the Order.
2.1.General. Subject to your full compliance with these Terms and payment of the Fees, the Company hereby grants you a limited, personal, non-commercial, non-exclusive, revocable, non-sublicensable, non-transferable, non-assignable, world-wide license to access and use the Software, during the applicable Subscription Term (as defined below), to access and use the Software for which you have purchased a subscription pursuant to a mutually executed order form (each an “Order”)and the Content solely to request and receive the Services for your internal business purposes. For the avoidance of doubt, your right to use the Software is subject to any usage metrics and limitations set forth in the applicable Order.
2.2.Restriction. The Company is entitled, without any liability, to refuse, restrict, limit, suspend, interfere or interrupt the Services and/or Software or any part thereof, without any notice to you, for the repair, improvement or upgrade of the Software or for any of the reasons for termination as mentioned herein or in the Order (as defined below). The Company may also, at its sole discretion and without any notice to you, change the technical features of the Software in order to keep pace with the latest demands and technological developments.
2.3.Fraud Screening Services. To request Fraud Screening Services from us, you must provide to us through the applicable features of the Software the requested details of an Ecommerce Transaction of an End User (a “Submitted Transaction”), including the End User’s order amount for which you are seeking Fraud Screening Services (the “Order Amount”) and other User/Transaction Information and User Data. Each such request for Fraud Screening Services for a Submitted Transaction is subject to our acceptance in our sole discretion. If we accept your request for Fraud Screening Services for a given Submitted Transaction, we will provide you with an Advisory Notice. You will be required to pay fees for Fraud Screening Services per each Submitted Transaction for which we have provided an Approved Transaction Report.You agree and acknowledge that each crucial update of the details of a Submitted Transaction, which includes but is not limited to updating the End-User email, order amount or payment details, submitted after the Advisory Notice Date, will result in the Submitted Transaction being submitted for additional review and you will be charged the respective review fee for any such updated details.
2.4.Manual Services. We may offer, in our sole discretion and for an additional fee, certain manual Fraud Screening Services for Submitted Transactions for which a Further Inspection Required Report was provided (“Manual Services”). If we agree to provide Manual Services to you, any such Manual Services will be provided pursuant to the terms of the Order which shall describe such ManualServices and the fees therefor.
2.5.Eligible Chargeback.
2.5.1. Notices and Payments. If you receive notice from a financial institution of an Eligible Chargeback with respect to a Submitted Transaction for which we have provided an Approved Transaction Report, in order to be eligible for reimbursement (i) no fees owed by you under these Terms may be overdue, (ii) such Eligible Chargebacks must be submitted in accordance with our Reimbursement Policy, and (iii) you must notify us by providing details regarding such Eligible Chargeback, as requested by us, through the applicable feature on the Software within 3 days from the date you received notice of the applicable Eligible Chargeback (“Chargeback Notice”). You shall promptly report to us any amounts received, expected to be received, or sought by you from any third party in connection with an Eligible Chargeback, including without limitation any payments resulting from insurance coverage held by you or arrangements for reimbursement or fraud protection offered by a payment processor (collectively,“Third-Party Reimbursements”). Subject to your continued compliance with these Terms, if we determine in our reasonable discretion that you have been subject to a valid Eligible Chargeback for a given Submitted Transaction despite receiving an Approved Transaction Report, then we will pay you an amount equal to the lesser of: (x) the direct damages actually incurred by you as a result of such Eligible Chargeback (including associated standard chargeback transaction/processing fees charged by the applicable financial institution); or (y) the Order Amount plus any associated standard chargeback transaction/processing fees charged by the applicable financial institution; each of (x) and (y) less any Third-Party Reimbursements (“Chargeback Payment”).After receiving notice that you are entitled to a Chargeback Payment, you may deduct the Chargeback Payment from the Fees to be paid to the Company under the subsequent invoice issued to you by the Company. In the event that the Chargeback Payment exceeds the Fees to be paid by you, the Company shall pay you any such excess amounts 60 days after receipt of your deducted payment.
2.5.2. Authorizations.
You hereby authorize us: (i) to verify or validate the chargeback for which you provide a Chargeback Notice by communicating with, or obtaining data from, the applicable merchant, End User, and/or payment processor and by otherwise accessing the applicable merchant portals and other third-party platforms; and (ii) in our sole discretion, to dispute such chargebacks, and you agree to provide to us all information regarding such chargeback and all authorizations to communicate with third parties necessary to enable us to verify, validate or dispute such chargeback.
2.5.3. Conditions.
You represent and warrant to us that: (i) the information about the applicable Submitted Transaction that you provide to us as required under Section 2.3 is accurate and complete as of the applicable Advisory Notice Date as reasonably determined by us; (ii) each Eligible Chargeback for which you provide a Chargeback Notice was issued or incurred (whichever is earlier) after the applicable Advisory Notice Date;(iii) you have taken, and will take, all steps as required and/or requested by the applicable financial institution with respect to each Submitted Transaction for which you submit a Chargeback Notice; and (iv) you have sent or delivered the item purchased by the End User in the Submitted Transaction, in every respect as required by the original order of the End User. Notwithstanding anything to the contrary set forth in these Terms, we will have no obligation to pay a Chargeback Payment if: (1) you have failed to comply with any of these Terms, including the representations and warranties set forth in the immediately preceding sentence of this Section 2.4.3, as reasonably determined by us; or (2) our designated claims team is unable to correlate the Chargeback Notice with the applicable Submitted Transaction. The parties hereby acknowledge and agree that your receipt of an Eligible Chargeback does not qualify as a breach of these Terms by us and the Chargeback Payment as set forth in this Section 2.4 is our sole obligation and liability with respect to an Eligible Chargeback you received.
2.5.4 Representation.
In the event you or we successfully dispute an Eligible Chargeback (in each case, the disputing party the “Representing Party”) with respect to a Submitted Transaction for which we have paid you a Chargeback Payment, as indicated by notice of a voided chargeback from the financial institution that issued such Eligible Chargeback(“Chargeback Reversal”), then the Representing Party must notify the other party by providing details regarding such Chargeback Reversal and the total amount refunded to you related to such Chargeback Reversal (“Chargeback Reimbursement”) within 7 days from the date the Representing Party received notice. We will increase the amount payable under each monthly invoice issued in accordance with Section 4to reflect Chargeback Reimbursements applicable to the period of time covered by the invoice.
We may offer “beta” or free trial versions or features of the Software (“Trials”).We will determine, at our sole discretion, the availability, duration (the “Trial Period”) and features of each Trial. THE TRIALS ARE PROVIDED “AS IS”WITHOUT ANY WARRANTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OR LIABILITY RELATED TO, ARISING OUT OF, OR CAUSED BY THE TRIALS OR ANY MODIFICATION, SUSPENSION, OR TERMINATION THEREOF. Without limiting the foregoing and for the avoidance of doubt, if we make any Trial of the Software available to you, we will have no obligations (including any obligations to pay any Chargeback Payments) or liability with respect to any chargebacks you may receive in connection with any such Trial of the Software. If we permit you to use any Trial, you agree to provide feedback and respond to our questions or other inquiries regarding your use of the Trial, as applicable. We, at our sole discretion, shall determine whether to continue to offer any Trial. Upon completion of a Trial Period, you will lose access to the applicable Trial and any related Content unless you have purchased a subscription to the applicable Software pursuant to an Order. Unless otherwise set forth in an Order, any production candidate or non-production version of the Software will be considered a Trial.Except as provided in this Section 3 these Terms govern your use of the Trials ,as part of the Service.
We charge fees as set forth in the applicable Order. Except as otherwise set for thin the applicable Order, we will invoice you monthly, and you must pay within 7 days of the date of the invoice (or the time period set forth in the applicable Order, as applicable). If we do not receive timely payment of an invoice, we may suspend or terminate your access to the Software or the applicable Order.Except as otherwise set forth in these Terms or the applicable Order, all payments are non-refundable and must be in U.S. dollars, and you are responsible for all applicable taxes (other than those taxes based on our income) or other governmental charges. Except as otherwise set forth in the applicable Order, we may modify our fees, and any such modification will apply beginning in the month following publication or other notice of the change.
EachOrder will have the initial subscription term set forth therein, and, except as otherwise set forth in the applicable Order, will automatically renew for successive periods equal to the greater of (i) the length of the initial subscription term or, (ii) the prior subscription term, unless either party provides the other party at least 60 days’ notice of its intent not to renew prior to the end of the then-current subscription term, or unless terminated earlier according to the provisions of the applicable Order (collectively, the“Subscription Term”).
If you or your use of the Software negatively affects, or is reasonably expected to negatively affect, any part of the Software or the rights or interests of the Company or any third party, including in the event of breach of your payment obligations, or may result in a violation of applicable law, legal obligation, or legal rights of another, then, in addition to any termination rights the Company may have and any other remedies available to us, we reserve the right to suspend the use of the Software or change the level of the Software, including without limitation the features or functionality thereof, provided to you, with or without notice and without liability to you.
You agree that the Company and/or its suppliers and licensors own all right, title, and interest, including all intellectual property rights, in and to the Software including all Content on and available through the Software, and any and all underlying technology used to provide and make available the Software. Except for those rights expressly granted in these Terms, no other rights are granted, either express or implied, to you. All trademarks, logos and service marks displayed on the Software (“Trademarks”)are our property or the property of other third parties. You are not permitted to use these Trademarks without our prior written consent or the consent of such third party which may own the Trademarks.
9.1.Company User Data Restrictions.
Subject to the requirements of applicable law, we will not (i) identify you to any unaffiliated third party as the source of the User Data, (ii) disclose a complete data set of User Data or User/Transaction Information for an ecommerce transaction to any unaffiliated third party, (iii) disclose more than the disaggregated portions of User Data or User/Transaction Information that is necessary to exercise the Company’s rights and perform its obligations under these Terms or (iv) Process User Data for purposes of cookie tracking, ad exchanges, data brokerages, ad networks, or sending electronic communications (including email) in violation of applicable law.
9.2.User Data License.
The Company’s Privacy Policy, available at https://www.nsureai.com/privacy-policy (the “Privacy Policy”), is hereby incorporated into these Terms and will apply for User Data or User/Transaction Information of End Users in the European Economic Area or Switzerland. For each Submitted Transaction, you will supply or make available to us, and you hereby authorize us to receive or collect from the Subscriber Storefront or other applicable third-party platform, information regarding the applicable End User(including email address, first name, last name, birth date, age, address, email address, phone number, company, job title, photo, website URLs, social network user IDs, instant messenger handles, and IP address) (collectively, “UserData”). You further acknowledge and agree that we may receive, from the Software, Subscriber Storefront, or other third-party platform, UserData regarding each such individual or such individual’s actual or attempted transactions and patterns on the applicable platform (such User Data, “User/Transaction Information”). You acknowledge that our provision of the Service is conditioned upon our receipt of correct and accurate User Data. You are solely responsible for the User Data. You hereby represent and warrant that the User Data, your provision of the User Data, and our use and disclosure of the User Data in accordance with these Terms (including the Company’s Privacy Policy), does not violate any third-party rights or any laws, regulations, or obligations imposed by any third party. In addition, you hereby represent and warrant that you have obtained or will obtain and maintain all necessary consents, approvals, and waivers to permit you and each third-party platform to provide us with or otherwise authorize our access to User Data and to use and disclose to third parties User Data as contemplated by these Terms (including the Company’s Privacy Policy). We have no obligation to back up any User Data andthe User Data we store may be deleted at any time. You hereby grant to the Company, and you represent and warrant that you have the right to grant, for the purposes of exercising our rights and performing our obligations under these Terms and providing and improving our products and services (collectively, to “Process”), an irrevocable, perpetual, nonexclusive, royalty-free and fully paid, worldwide, sublicensable license to the User Data, in each case during and after the Term.To the extent that an agreement between the Company and one of the Company’s third-party providers requires the Company to grant a license in the User Data to such third-party provider, the scope of the license set forth in the foregoing sentence shall be deemed to include the rights necessary to enable the Company to grant such license to the applicable third-party provider.
9.3.Your Restrictions for Submitting UserData.
You shall ensure that no User Data: (i) violates, or that causes the Company or the Company’s affiliates, subsidiaries, or partners to violate, any applicable law, regulation, or order of any governmental authority in any jurisdiction; (ii) contains or embodies any trade secrets or information for which you have any obligation of confidentiality; (iii) infringes or violates, or may infringe or violate, any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party, or that you otherwise do not have the right to make available; (iv) pertain to any person who is under the age limitation prescribed by applicable law for a disclosure of its User Data; or (v) in the Company’s sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying the Service, or may expose the Company or the Company’s suppliers, licensors, or users to harm or liability of any nature. You must not use the Software to obtain any information regarding any person or entity in violation of any prohibition on you obtaining such information, including under any applicable law or regulation.
9.4.No Fair Credit Reporting Act Characteristics.
You understand and agree that the Company is not a consumer reporting agency as defined by the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq. (“FCRA”), and that the Software does not include “consumer reports” as defined in the FCRA.You understand that any information provided to the Company in order to use the Software has not been collected by the Company for credit purposes and is not intended to be indicative of any consumer’s credit worthiness, credit standing, credit capacity, or other characteristics listed in Section 603(d) of the FCRA.
If you provide us with identification of any potential errors in, or improvements to, the Service, Software or any Content (including, without limitation, providing any feedback with respect to any person’s investigatory profile on the Software)(“Feedback”), you hereby grant us the unrestricted right to use yourFeedback, including the right to use your Feedback to improve the Service, including the Software, and create other products and services. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any Feedback that you consider to be confidential or proprietary.
The Software may contain links to websites and/or applications and content of third parties that are not hosted by us (“Third-PartyContent”) as a service to those interested in this information. TheCompany is not responsible for the privacy practices or the content of such websites and/or applications. Users are advised to check the privacy policy of each third party website and/or the application into which they enter.
YOUR USE OF THE SOFTWARE, SERVICES, INCLUDING, WITHOUT LIMITATION, YOUR USE OF ANY CONTENT, IS AT YOUR SOLE RISK. THE SOFTWARE, SERVICES, AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATING TO THE SERVICES, SOFTWARE, AND THE CONTENT, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE.THE COMPANY AND ITS SUPPLIERS AND LICENSORS DO NOT WARRANT UNINTERRUPTED USE OR OPERATION OF THE SOFTWARE, SERVICES, OR YOUR ACCESS TO ANY CONTENT. WE AND OUR SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT THE SERVICES, SOFTWARE, OR ANY CONTENT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, THAT ANY RESULTS, DATA,INFORMATION, OR CONTENT OBTAINED OR DERIVED THROUGH THE USE OF THE SOFTWARE ORANY OF THE CONTENT WILL BE TIMELY, ACCURATE, COMPLETE, ERROR-FREE, LEGAL, SAFE,OR FREE FROM VIRUSES OR OTHER HARMFUL CONTENT, OR THAT ANY ERRORS IN THE SOFTWARE,OR ANY ERRORS IN ANY RESULTS, DATA, INFORMATION, OR CONTENT OBTAINED OR DERIVED THROUGH THE USE OF THE SOFTWARE OR ANY OF THE CONTENT WILL BE CORRECTED. WE AND OUR SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SOFTWARE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SOFTWARE, SERVICES,OR ANY CONTENT WILL CREATE ANY WARRANTY REGARDING THE SOFTWARE, OR ANY CONTENT THAT IS NOT EXPRESSLY STATED IN THESE TERMS. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, SERVICES, OR ANY CONTENT, THE DURATION AND SCOPE OF SUCH WARRANTY WILL BE THE MINIMUM POSSIBLE UNDER SUCH APPLICABLE LAW.
NEITHER THE COMPANY NOR ITS SUPPLIERS OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT,INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS INFORMATION, PROFITS, GOODWILL, USE,DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY OR ANY SUPPLIER OR LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), ARISING OUT OF OR RELATING TO THESE TERMS, ANY ORDER, OR YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE, THE SOFTWARE, OR ANY CONTENT. THE MAXIMUM TOTAL LIABILITY OF THE COMPANY TO YOU FOR ALL CLAIMS OR DAMAGES ARISING UNDER OR RELATING TO THESE TERMS OR THE ORDERS, OR OTHERWISE RELATING TO THE SERVICE, SOFTWARE, OR ANY CONTENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE,WILL NOT EXCEED THE TOTAL FEES, IF ANY, PAID BY YOU FOR YOUR ACCESS TO AND USE OF THE SOFTWARE IN THE SIX MONTHS PRECEDING THE APPLICABLE CLAIM. IF A COURT FINDS THE MAXIMUM TOTAL LIABILITY UNDER THE PREVIOUS SENTENCE UNENFORCEABLE,THE MAXIMUM TOTAL LIABILITY OF THE COMPANY TO YOU FOR ALL CLAIMS OR DAMAGES ARISING UNDER OR RELATING TO THESE TERMS OR THE ORDERS, OR OTHERWISE RELATING TO THE SERVICE, SOFTWARE OR ANY CONTENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED $50. YOU FURTHER AGREE THAT OUR SUPPLIERS AND LICENSORS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS, THE SERVICE, SOFTWARE, OR ANY CONTENT. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. HE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
You will defend, indemnify and hold harmless the Company, its subsidiaries and affiliates, and their respective directors, officers, agents, employees, licensors, and suppliers from and against any third-party claims or demands, and any related costs, damages, expenses, and liabilities (including reasonable attorneys’ fees), arising out of or related to your use of the Service, Software, and any Content, any User Data you provide, your violation of any provision of these Terms, Orders, or your violation of any law, regulation, or rights of a third party. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
15.1.Confidential Information.
“Confidential Information” means any information disclosed directly or indirectly by one party (“Disclosing Party”)to the other party (“Receiving Party”) pursuant to these Terms that is either designated as “confidential” or under the circumstances of disclosure or by the nature of the information itself is reasonably understood by the Receiving Party to be the confidential information of the Disclosing Party.Confidential Information does not include any information which (a) is or becomes generally known and available to the public through no act or omission of the Receiving Party; (b) was already in the Receiving Party’s possession at the time of disclosure by the Disclosing Party, as shown by the Receiving Party’s contemporaneous records; (c) is lawfully obtained by the Receiving Party from a third party who has the express right to make such disclosure; or(d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. The parties agree that the Software and Content are hereby deemed to be the Confidential Information of the Company, and the User Data is your Confidential Information. Neither party shall use the Confidential Information of the other party for any purpose except to exercise its rights and perform its obligations under these Terms.
15.2 Non-Use and Non-Disclosure
You shall limit access to and disclosure of our Confidential Information (including the Software and Content) to your own employees strictly with a “need-to-know,”provided that such employees have executed an agreement with you with confidentiality provisions at least as restrictive as those contained herein.You shall immediately notify us upon learning of any breach of this Section 15.2. Each party will take reasonable measures to protect the secrecy of, and avoid unauthorized disclosure and use of, the Confidential Information of the other party. A Receiving Party will use reasonable efforts to provide timely notice of compelled disclosure to facilitate confidential treatment of Disclosing Party’s Confidential Information and will furnish only that portion of Confidential Information that it is legally required to disclose, after exercising reasonable efforts to obtain assurance that such information will receive confidential treatment.
15.3 Publicity.
If you register for an account to use the Software, you (a) agree that we may disclose that you are a customer of ours, and may include your name and logo in any lists of customers on the Software and in other marketing collateral and press releases; and (b) agree, if requested by us, to the issuance of a joint press release on a mutually agreed-upon date (which agreement will not be withheld unreasonably). Each party will have the right to approve the press release in advance, but such approval will not be unreasonably delayed or withheld. Further, if you register for an account to use the Software, you agree to be the subject of a customer testimonial or case study written by us, which will discuss your use of the Software and may be published by us and used in sales, marketing, and press activities.You must approve each such testimonial or case study in advance, provided that approval will not be unreasonably delayed or withheld.
By using the Software, you consent to receiving electronic communications from us.These communications may include notices about your account and information concerning or related to the Software and the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
The Company may revise these Terms at anytime by updating this page on the Software. You should visit this page from time to time to review the then-current Terms because they are binding on you. In the event of any contradiction or discrepancy between the terms of these Terms and the terms of the Order, these Terms shall prevail, unless the parties explicitly state otherwise in the Order.Those who access Software from locations outside Israel are responsible for compliance with applicable local laws. Any claim relating to Software or use of Software will be governed by and interpreted in accordance with the laws of the State of Israel, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of the Software will be brought in, and you hereby consent to the exclusive jurisdiction and venue in, the competent courts in the district of Tel Aviv-Jaffa, Israel. You hereby agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule. If any term or provision of this legal notice is for any reason held to be invalid, such invalidity shall not affect any other term or provision, and this legal notice shall be interpreted as if such term or provision had never been contained in this legal notice.
The Services are offered by nSure.ai Payment Assurance Ltd., with its address at Mixer House Rokach Blvd
Tel Aviv-Yafo 6153101, Israel. If you have any questions or concerns about these Terms, or the Service, please send us a thorough description by email to info@nsure.ai.
The list below may not fully reflect certain updates to chargeback codes as may be conducted by card processors from time to time, in the event of an omission of a certain code or category as reported by the card processor, the Company will determine in its sole discretion the eligibility of such chargeback and your entitlement to receive the Chargeback Payment.
Any chargeback reason codes or categories not explicitly written herein or not approved in writing by the Company in its sole discretion as provided above, shall be deemed as an ineligible chargeback.
