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Qualiteam Software Ltd ("Provider") provides a database service that provide the information of fraud risk factor values and other data. This database service is referred to in this Agreement individually as the "Anti-Fraud Service". The data available through the Anti-Fraud Service is referred to in this Agreement as the "Anti-Fraud Data".
1. Limited grant of rights
In accordance with the terms of this Agreement, Provider hereby grants you a non-exclusive, non-transferable limited license to access and use the Anti-Fraud Service and Anti-Fraud Data for your own internal Restricted Business purposes. Restricted Business purposes are limited to fraud prevention and similar business purposes. You agree to use the Anti-Fraud Data and Anti-Fraud Service only in a manner that is consistent with applicable laws.
2. Appropriate uses of Anti-Fraud Service
The Anti-Fraud Service uses data from the Provider's database combined with recognized fraud risks to help merchants identify potentially fraudulent credit card transactions. Using the Anti-Fraud Service constitutes an agreement to restrict your use to appropriate uses of the service as outlined in this section.
(a) You may not use the Anti-Fraud Service in any way that violates federal, state, local, international law or the rights of others.
(b) You may submit data to the Anti-Fraud Service only to validate credit card transactions or to test the service.
(c) Unacceptable uses of the Anti-Fraud Service include, but are not limited to, the following:
(i) submitting queries designed to extract information from the Provider's Databases if such information is not specifically to be used for the validation of a credit card transaction.
(ii) submitting false or fictitious input fields, including but not limited to, IP address, BIN number, and billing location (except for the limited purpose of testing the Anti-Fraud Service).
(iii) using a robot, spider, other automatic device, or manual process to monitor or copy the Provider's Databases.
(iv) taking any action designed to compromise security or tamper with system resources and/or accounts.
(d) If Provider, in its sole discretion, finds or suspects that you are using the Anti-Fraud Service in an unacceptable manner, Provider may immediately restrict, suspend or terminate your use of the Anti-Fraud Service. Activities that may trigger such a response by Provider include, but are not limited to, consistent discrepancies between credit card data (e.g., billing address, bank identification numbers (bin), names or phone numbers) entered by you and the applicable information of record for the associated cardholders.
3. Ownership and intellectual property rights
(a) Trade Secrets and Confidential Information. You acknowledge and agree that any and all confidential information and materials from which Provider derives actual or potential economic value constitutes Provider's confidential and proprietary trade secrets (collectively, "Trade Secrets"). You further acknowledge and agree that Provider's Trade Secrets include, but are not limited to, the Anti-fraud Data. You shall maintain any information learned about Provider's Trade Secrets as confidential and shall not disclose such information or permit such information to be disclosed to any person or entity. With respect to all such information, you shall exercise the same degree of care to protect Provider's Trade Secrets that you exercise with respect to protecting your own confidential information, and in no event less than reasonable care.
(b) Ownership. All intellectual property rights including copyrights, moral rights, trademarks, trade secrets, proprietary rights to the Anti-fraud Data are exclusively owned by Provider. You acknowledge and agree that you obtain no right, title or interest therein. You hereby assign to Provider all copyrights, intellectual property rights, and any other proprietary or property rights or interests in and to any work created in violation of this Agreement.
4. Fees
Provider's current fee schedule for using the Anti-Fraud Service is posted on the Provider website (http://www.x-cart.com/antifraud_service.html). You are responsible for paying all fees associated with the use of the Anti-Fraud Service.
5. Changes to the agreement
Provider may amend this Agreement at any time. Any such amendment(s) shall be binding and effective upon the earlier of (i) the date that is fourteen (14) days after posting of the amended Agreement on Provider's web site (http://www.x-cart.com/antifraud_service.html), or (ii) the date that Provider provides notice to you of the amended Agreement pursuant to the notice provisions in this Agreement; except that changes to charges and payment terms may be made only upon 30 days' prior written notice to you. You may immediately terminate this Agreement upon notice to Provider if a change is unacceptable to you. Your continued use of the Anti-fraud Data or Anti-fraud Service following notice to you of a change shall constitute your acceptance of the change.
6. Limitation on liability
PROVIDER'S MAXIMUM TOTAL LIABILITY FOR ALL OCCURRENCES (IF ANY), TAKING PLACE DURING ANY TWELVE-MONTH PERIOD (OR A PORTION THEREOF, IF THIS AGREEMENT IS NOT IN EFFECT FOR TWELVE MONTHS), ARISING OUT OF OR IN ANY WAY RELATED TO THE AUTHORIZED OR UNAUTHORIZED ACTS OF PROVIDER'S EMPLOYEES OR PROVIDER'S PERFORMANCE OR NONPERFORMANCE OF THE SERVICES PROVIDED HEREIN, INCLUDING (BUT NOT LIMITED TO) ERRORS OF DESIGN OR ERRORS WHICH ARE DUE SOLELY TO MALFUNCTION OF PROVIDER-CONTROLLED MACHINES OR FAILURES OF PROVIDER OPERATORS, PROVIDER PROGRAMMERS OR PROVIDER-DEVELOPED PROGRAMS, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL AMOUNT PAID BY YOU FOR SERVICES PROVIDED BY PROVIDER UNDER THIS AGREEMENT DURING SAID TWELVE-MONTH PERIOD (OR DURING SUCH SHORTER PERIOD THAT THIS AGREEMENT IS IN EFFECT). YOU AGREE THAT THE FOREGOING SHALL CONSTITUTE YOUR EXCLUSIVE REMEDY. YOU HEREBY RELEASE PROVIDER, ITS OFFICERS, EMPLOYEES AND AFFILIATES FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION.
7. No consequential damages
UNDER NO CIRCUMSTANCES INCLUDING NEGLIGENCE SHALL PROVIDER OR ANY RELATED PARTY OR SUPPLIER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; OR FOR LOSS OF PROFITS, REVENUE, OR DATA; THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE THE SITE OR SERVICES, WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY, STRICT LIABILITY, STATUTE OR OTHERWISE EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
8. No warranties
THE ANTI-FRAUD SERVICE AND ANTI-FRAUD DATA ARE FURNISHED ON AN "AS IS", "AS-AVAILABLE" BASIS. PROVIDER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE CAPABILITY OF THE ANTI-FRAUD SERVICE AND ANTI-FRAUD DATA OR THE ACCURACY OR THE COMPLETENESS OF THE ANTI-FRAUD DATA. ALL WARRANTIES OF ANY TYPE, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS ARE EXPRESSLY DISCLAIMED. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY, OR THAT THE SITE IS FREE OF OTHER HARMFUL COMPONENTS. NEVERTHELESS, PROVIDER SHALL MAKE COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN THE SITE FREE OF VIRUSES AND MALICIOUS CODE.
9. Security
You are responsible for all activities that occur under your key(s) (if any) or account, and shall keep your key(s) confidential. You shall immediately notify Provider of any unauthorized use of your key(s) or account or any other breach of security.
Provider reserves the right to investigate suspected violations of this Agreement and the right to fully cooperate with any law enforcement authorities or court orders requesting or directing Provider to disclose the identity of anyone who is believed to have violated this Agreement. BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS PROVIDER FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY PROVIDER DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS EITHER BY PROVIDER OR LAW ENFORCEMENT AUTHORITIES.
10. Indemnity
You shall indemnify Provider, and its officers and employees against any loss, including reasonable attorneys' fees, arising from any use by you of the Anti-Fraud Service that is inconsistent with this Agreement.
11. Governing law
This agreement (and any dispute or claim relating to it or its subject matter) is governed by and is to be construed in accordance with the laws of the Republic of Cyprus. All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be Nicosia, Cyprus.
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