Terms and Conditions
NOTIX Service License Agreement (the "Agreement")
Samoukale Enterprises Limited (the, "NOTIX", "We", etc.) being a company offering services that enable, through a license, Users globally to add NOTIX Script within their Source(s) and/or to use other NOTIX related web services and features in order to send, optimize and manage Push Notifications to their end users (the "Service"), and
You (the, "User", "You", "Yours", etc.) being the owner/administrator/controlling person of a Source, having sufficient authority to enter into present Agreement, wishing to send, optimize and manage Push Notifications to your end users through the Service,
NOTIX and User hereby agree as follows:
BY CHECKING THE BOX AND CLICKING "I ACCEPT" BUTTON, AS APPLICABLE, OR BY CONTINUING TO PARTICIPATE IN THE SERVICE FOLLOWING OUR PUBLICATION OF THE REVISED VERSION OF THIS AGREEMENT ON OUR WEBSITE, YOU (A) CONFIRM THAT YOU ARE AWARE AND COMPLY WITH PRESENT AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM/SERVICE AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO ENTER INTO THIS AGREEMENT AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT; AND (D) AGREE TO RECEIVE DIRECTLY TO YOUR E-MAIL NEWSLETTERS, LATEST PROMOTIONS, CASE-STUDIES AND TUTORIALS FROM US.
Samoukale Enterprises Limited (the, "NOTIX", "We", etc.) being a company offering services that enable, through a license, Users globally to add NOTIX Script within their Source(s) and/or to use other NOTIX related web services and features in order to send, optimize and manage Push Notifications to their end users (the "Service"), and
You (the, "User", "You", "Yours", etc.) being the owner/administrator/controlling person of a Source, having sufficient authority to enter into present Agreement, wishing to send, optimize and manage Push Notifications to your end users through the Service,
NOTIX and User hereby agree as follows:
BY CHECKING THE BOX AND CLICKING "I ACCEPT" BUTTON, AS APPLICABLE, OR BY CONTINUING TO PARTICIPATE IN THE SERVICE FOLLOWING OUR PUBLICATION OF THE REVISED VERSION OF THIS AGREEMENT ON OUR WEBSITE, YOU (A) CONFIRM THAT YOU ARE AWARE AND COMPLY WITH PRESENT AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM/SERVICE AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO ENTER INTO THIS AGREEMENT AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT; AND (D) AGREE TO RECEIVE DIRECTLY TO YOUR E-MAIL NEWSLETTERS, LATEST PROMOTIONS, CASE-STUDIES AND TUTORIALS FROM US.
1. Definitions
1.1. "User" – means a party that has decided to enter into this Agreement and to assign NOTIX to provide the Service in accordance with the terms and conditions of this Agreement.
1.2. "User Account" / "Account" – means the User's account at NOTIX web-site www.notix.co.
1.3. "Content" – means textual, visual, or aural content that is encountered as part of the User's Source(s). It may include documents, data, applications, e-services, images, audio and video files, personal web pages, archived e-mail messages, and etc.
1.4. "Source(s)" – means/includes/represents/refers to any and/or all domain names/websites/applications/sites/landing pages/links of the User provided to NOTIX for the provision of the Service under the terms of this Agreement. The most suitable/appropriate interpretation being/to be adopted depending on each case and at the discretion of NOTIX if such interpretation is questionable/in dispute.
1.5. "Script" - means a technical solution provided by NOTIX to the User, enabling the User to collect Push Notification subscribers and to reach them with Push Notifications.
1.6. "Push Notification(s)" – means web/mobile push notification created, sent, optimized and managed by the User through NOTIX and the provision of the Service.
1.7. "Effective Date" – means the date of adoption of the terms of this Agreement by the User or in the absence of its signature, the date when the User set up a User Account with NOTIX.
1.8. "NOTIX Platform" – means a platform as a service (PaaS) offering the Service to the User, available at www.notix.co.
1.9. "Confidential Information" – will include any information, whether provided in writing, orally, visually, electronically or by other means, related to the Service(s) and/or business of a party and is treated as confidential or secret by the party, including but not limited to (i) all information marked as "Confidential," "Proprietary," or similar legend by the disclosing party ("Discloser") when given to the receiving party ("Recipient"); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary.
1.10. "Active Subscribers" – all subscribed users available in the User's account excluding all unsubscribed users.
2. The Service
2.1. In order to become a User, you must first accurately submit an application for NOTIX User account at our website and be in compliance with present Agreement (in case of using Self-service) or register as a User by contacting NOTIX directly (in case you wish to use dedicated campaign Management service) for acceptance, and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection as NOTIX's User. We may accept or reject your account registration at any time at our sole discretion for any reason. NOTIX reserves the right to add, edit, remove or reclaim any account details (including your submissions) with or without your consent if deemed appropriate at NOTIX's sole discretion.
2.2. By filing your account application or registering as a User you confirm your understanding and unreserved acceptance of present Agreement and other terms and conditions of NOTIX, including, but not limited to the Privacy Policy, published at our website concerning the Program, and confirm that you are a duly authorized signatory, have full legal capacity and all the necessary authority to bind the individual, company or other entity, and hereby submitting a legally binding electronic signature and entering into a legally binding contract.
2.3. After going through the registration process, every User of NOTIX Service becomes a User of the Free Plan provided by the Service. When a User reaches the amount of thirty thousand (30,000) and more active subscribers in his/her/its account then the User must provide payment based on the amount of active subscribers in his/her/its account and according to the pricing plans available for the User by NOTIX. In any case the User is obligated but fails for any reason to pay according to the pricing plans then the Service provided to the User by NOTIX will be immediately stopped and/or withdrawn and/or discontinued. NOTIX Service is to be provided for free of charge if the User selects NOTIX Monetization Plan.
2.4. In order to be eligible to become a NOTIX's User, any and/or all of your Sources shall meet the following criteria:
For the first criteria described above, exceptions may apply at the sole discretion of NOTIX, in the sense that some Sources without content and/or sites/links or sections "under construction" may be accepted/verified by NOTIX only at its own will and when it considers it appropriate.
2.5. The User must provide NOTIX with all Sources wished to be used during the provision of the services before the placement of any Script/ad tech in Source(s) of the User, for verification purposes. At all times, the User must notify NOTIX for any new Source(s) before proceeding with any Script/ad tech placement.
2.5.a. At all times User must notify NOTIX for any actual and/or intentional change/modification/alteration/distortion/ termination/elimination of any and/or all already verified Source(s) and for any action that may/will remove access of NOTIX to the subscribers of the User and/or that may/will provide false/wrong/corrupted information/number of subscribers and/or render the Service under this Agreement impossible.
User shall notify NOTIX at least forty eight (48) hours before such actual and/or intentional change/modification/alteration/distortion/ termination/elimination and action takes place.
2.5.b. In any case and at any time the User fails to inform NOTIX as required and/or NOTIX identifies its Scripts/ad techs in a Source whose domain name has not been notified by the User and verified by NOTIX, then User understands and agrees that NOTIX has no responsibility whatsoever and/or no responsibility in relation to the Source and/or for the failure of the User to notify, nor any kind of control over the Source and that NOTIX cannot and will not review/verify/approve such Source and/or confirm whether such Source meets the conditions of this Agreement. The User accepts all responsibility raised or that may be raised at any time under clause 2.5. and confirms that he/it is the sole responsible person/legal person to ensure that such Source(s) meets the requirements and is in accordance with the terms of this Agreement.
2.6. User understands and accepts that NOTIX does not allow and prohibits the multiple account opening for each User. User agrees not to fill in an account application and/or register as a User more than one time and/or hold more than one account with NOTIX for any reason and/or in order to benefit in any way from any marketing promotional program/project and/or offer available for the User by NOTIX.
In any case where NOTIX identifies multiple account applications/registrations/openings/holdings of a User through the use of any technology or through other means available for and/or acceptable by NOTIX only, NOTIX may forbid access to and/or suspend and/or ban and/or close any such multi accounts and/or the main account of the User and/or manage all accounts in such way and/or take any other actions and measures deemed appropriate in the sole discretion of NOTIX , regardless of the reason/purpose that such multi account applications/registrations/openings/holdings were created.
If the only and/or any account of the User is forbidden access to and/or is suspended and/or banned and/or closed for any reason, including but not limited for reasons related to prohibited/non accepted activity, the User understands and agrees that is not allowed and will not fill in another account application and/or re-register and/or create and/or hold any other new account for the same reason and/or for any other prohibited/non accepted activity.
2.7. NOTIX may allow multi account applications/registrations/openings/holdings for a User if this is specifically and clearly predefined as accepted/permitted in any specific marketing promotional program/project and/or offer and/or in exceptional cases, at any time and for any reason NOTIX considers acceptable and solely at its own discretion, if the User submits such request by sending an email to support@notix.co.
2.8. The content of the User's Source(s) or its affiliated Source(s), as also the User's Push Notifications, must not include and/or relate to/promote any material that infringes the rights of any third party or that is in violation of any law, as bound by the law itself or as determined by us in our sole discretion, including but not limited to the following:
2.9. User acknowledges and accepts that NOTIX may stop providing the Service in case the User's Source(s) and/or Push Notifications includes/directs to inappropriate content as described under this clause 2.
2.10. User must notify NOTIX in writing of any changes to the content on User's Source(s) and/or in Push Notifications which could be deemed inappropriate content.
2.11. NOTIX may, but is not obliged to, view the Source(s) and/or Push Notifications of the User for the presence of prohibited Content/Push Notification and may remove or move (without warning) any Content/Push Notifications or Users in its sole discretion, for any reason or no reason, including without limitation the movement or removal of Content/Push Notification that, in the personal opinion of NOTIX, violates this Agreement, and/or may violate the rights, harm or threaten the safety of other Users or third parties.
2.12. In case where there is such prohibited content on User's Source(s) and/or Push Notifications, NOTIX reserves the right to submit an immediate legal action against the User and/or set a financial penalty, based on the damages caused to NOTIX. User will defend, indemnify and hold NOTIX or its affiliates and representatives harmless from any damages, liabilities, costs, and expenses (incl. attorneys' fees) resulting from any claim, judgment or proceeding brought by a third party.
2.13. NOTIX does not check or control the activities or contents of your Source(s)/Affiliated Source(s)/Push Notification, but all Services may be rejected and we reserve the right to delete your account, if you engage in fraudulent or illegal activity.
2.14. NOTIX has the following Non Acceptable Business rules for Users:
• Where there are known or perceived links to terrorist organisations, military, arms and/or ammunition manufacture or sales;
• Where there is knowledge or suspicion of money laundering or terrorist financing;
• Where it is known or there are reasonable grounds for suspicion that a criminal offence has taken place;
• Where the User or any of the Users' associated parties are subject to any sanctions measures;
• Where the User is undertaking an activity or trade within, from or into a country where that activity is subject to embargo and/or trade control restrictions;
• Producers/promoters of racist/pornographic/pressure group material or extreme political propaganda;
• Regulated entities that do not have the appropriate licensing;
• Extreme political and/or charitable organisations.
2.15. User must not use any Script/tool/inventory/ information/Push Notification service available for him through NOTIX for and/or in any way that suggests and/or results to any misleading and/or fraudulent activity. User understands and agrees that such Scripts/tools/inventories/information/Push Notification services are only provided to the User in good faith and that NOTIX is not responsible and must not bear any responsibility whatsoever in relation to their use at any time.
2.16. There are the following methods of using the Service available – Self-Service or Management service.
Self-Service assumes that access to the Service shall be provided through Users' personal account. NOTIX support team may provide assistance upon your request, however, all the actions or modifications made through your account shall be deemed made solely by you.
Management service assumes that assistance of using the Services and Program shall be provided by NOTIX officers.
2.17. All support and/or assistance and/or service provided to User by NOTIX and/or NOTIX officers and/or support team and/or any other NOTIX personnel and/or employee is intended to be and must be considered by the User as mere information. No information and/or support and/or assistance and/or service provided during such Self-Service or Management Services and/or during the Provision of the Services themselves shall be construed as containing, advice or a recommendation or an offer of or solicitation for any service provided, regardless of the type, kind, form, mean, way in which it is provided. In addition, any past performance described is not a guarantee of or prediction of future performance. NOTIX does not take into account your personal objectives or financial situation. NOTIX makes no representation and assumes no liability as to the accuracy or completeness of the information provided, nor as to any loss arising from any action based on an assumed recommendation, forecast or other information supplied by any NOTIX officers and/or support team and/or any other NOTIX personnel and/or employee. All expressions of opinion are subject to change without notice. Any opinions made may be personal to the individual itself and may not reflect the opinions of NOTIX. No communication whatsoever must be reproduced or further distributed without the prior permission of NOTIX.
2.18. In order for any communication between the User and NOTIX and/or NOTIX officers and/or support team and/or any other NOTIX personnel and/or employee to be deemed as information provided by NOTIX as part of the Provision of NOTIX Services to the User, whether conducted during the Provision of Services themselves and/or during the use of Self Service or Management Service, must be contacted through the authorised channels of NOTIX, namely through the support chat within SSP and through an email registered with NOTIX. Any information provided through any other means of communication must not in any way be considered as information provided by NOTIX officers and/or support team and/or any other NOTIX personnel and/or employee as part of the Provision of NOTIX Services to the User and/or during the use of Self Service or Management Service. NOTIX and User both consider all such other means of communication as unauthorised channels of communication and agree that NOTIX shall bear no responsibility whatsoever for any information provided through them.
2.19. You may not transfer your account to anyone without explicit written permission of NOTIX and you may not use anyone else's account or password at any time without the express permission and consent of the holder of that account. NOTIX cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
2.20. NOTIX does not guarantee: (i) the placement, positioning or the timing of delivery of any Push Notification, or (ii) the number (if any) of subscribers.
2.21. NOTIX reserves the right at any time to change the design of its Platform, website, application, Program, its Content, list of Services, modify or supplement the Scripts, software and other objects used or stored on the Platform/server at any time with or without prior notice. NOTIX has the right to send the User information about the development of the Platform/Program and its Services, as well as to advertise its own activities and Services.
2.22. NOTIX reserves the right, for any reason whatsoever, at its own discretion and at any time, to modify, suspend, or discontinue the Services/Program (in whole or in part) with or without notice to you and without any further obligation to you whatsoever. You agree that NOTIX will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.
3. Push Notifications
3.1. The User creates, manages, optimizes and sends Push Notifications to subscribers by choosing options provided by NOTIX through the Platform/Service. Subscribers only receive Push Notifications created, managed and optimized by the User.
3.2. The User bears full responsibility for the context of all Push Notifications created and/or sent to subscribers, which in turn must correspond to all relevant rules set by Anti-Spam laws/regulations/policies/rights. In any case the User is either in an alleged and/or actual breach of any relevant law/regulation/policy/right and/or of the obligations and restrictions of the User as those are described in clause 3.3. below, NOTIX may at its own discretion and without any prior notice, suspend and/or stop the Service and/or suspend/block the User's account for as long as necessary to investigate and/or ascertain the circumstances and/or immediately terminate this Agreement.
3.3. User has a number of obligations and restrictions in relation to Push Notifications, including but not limited to the following:
3.4. The time when Push Notifications are delivered to their recipients varies depending on a number of factors and circumstances. NOTIX shall not be liable for Push Notifications being undelivered to recipients, in equal measure, as well as any delays in delivery. Push Notifications may go undelivered or be delayed for the following reasons:
4. Fees and User Account
4.1. Use of the Service shall be carried out on a monthly basis. For billing purposes a calendar month shall be deemed the month commencing from the date NOTIX Service becomes paid for a User and until the same date of the following month ("Reporting Period").
4.2. During the Service User may track online reports/stats within NOTIX reporting system in Users' personal account, which are only estimated numbers subject to being adjusted within 15 days after the end of the Reporting Period. In all cases, we will use commercially reasonable methods and practices to calculate your subscribers, direct and measure traffic. At the end of the Reporting Period the reports are frozen and within 15 days will include the definitive numbers of earnings. For avoidance of doubt, NOTIX reporting system (stats) will be prevailing in any case.
4.3. Cost of using Service depends on the amount of active subscribers collected in your account. All reported statistics for the purposes of billing and general delivery reporting are based on NOTIX reporting system only.
4.4. User acknowledges that the following pricing models may be offered, amongst others, by NOTIX:
1.1. "User" – means a party that has decided to enter into this Agreement and to assign NOTIX to provide the Service in accordance with the terms and conditions of this Agreement.
1.2. "User Account" / "Account" – means the User's account at NOTIX web-site www.notix.co.
1.3. "Content" – means textual, visual, or aural content that is encountered as part of the User's Source(s). It may include documents, data, applications, e-services, images, audio and video files, personal web pages, archived e-mail messages, and etc.
1.4. "Source(s)" – means/includes/represents/refers to any and/or all domain names/websites/applications/sites/landing pages/links of the User provided to NOTIX for the provision of the Service under the terms of this Agreement. The most suitable/appropriate interpretation being/to be adopted depending on each case and at the discretion of NOTIX if such interpretation is questionable/in dispute.
1.5. "Script" - means a technical solution provided by NOTIX to the User, enabling the User to collect Push Notification subscribers and to reach them with Push Notifications.
1.6. "Push Notification(s)" – means web/mobile push notification created, sent, optimized and managed by the User through NOTIX and the provision of the Service.
1.7. "Effective Date" – means the date of adoption of the terms of this Agreement by the User or in the absence of its signature, the date when the User set up a User Account with NOTIX.
1.8. "NOTIX Platform" – means a platform as a service (PaaS) offering the Service to the User, available at www.notix.co.
1.9. "Confidential Information" – will include any information, whether provided in writing, orally, visually, electronically or by other means, related to the Service(s) and/or business of a party and is treated as confidential or secret by the party, including but not limited to (i) all information marked as "Confidential," "Proprietary," or similar legend by the disclosing party ("Discloser") when given to the receiving party ("Recipient"); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary.
1.10. "Active Subscribers" – all subscribed users available in the User's account excluding all unsubscribed users.
2. The Service
2.1. In order to become a User, you must first accurately submit an application for NOTIX User account at our website and be in compliance with present Agreement (in case of using Self-service) or register as a User by contacting NOTIX directly (in case you wish to use dedicated campaign Management service) for acceptance, and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection as NOTIX's User. We may accept or reject your account registration at any time at our sole discretion for any reason. NOTIX reserves the right to add, edit, remove or reclaim any account details (including your submissions) with or without your consent if deemed appropriate at NOTIX's sole discretion.
2.2. By filing your account application or registering as a User you confirm your understanding and unreserved acceptance of present Agreement and other terms and conditions of NOTIX, including, but not limited to the Privacy Policy, published at our website concerning the Program, and confirm that you are a duly authorized signatory, have full legal capacity and all the necessary authority to bind the individual, company or other entity, and hereby submitting a legally binding electronic signature and entering into a legally binding contract.
2.3. After going through the registration process, every User of NOTIX Service becomes a User of the Free Plan provided by the Service. When a User reaches the amount of thirty thousand (30,000) and more active subscribers in his/her/its account then the User must provide payment based on the amount of active subscribers in his/her/its account and according to the pricing plans available for the User by NOTIX. In any case the User is obligated but fails for any reason to pay according to the pricing plans then the Service provided to the User by NOTIX will be immediately stopped and/or withdrawn and/or discontinued. NOTIX Service is to be provided for free of charge if the User selects NOTIX Monetization Plan.
2.4. In order to be eligible to become a NOTIX's User, any and/or all of your Sources shall meet the following criteria:
- Be fully functional at all levels; no "under construction" sites/links or sections; and
- Shall comply with the applicable legislation.
For the first criteria described above, exceptions may apply at the sole discretion of NOTIX, in the sense that some Sources without content and/or sites/links or sections "under construction" may be accepted/verified by NOTIX only at its own will and when it considers it appropriate.
2.5. The User must provide NOTIX with all Sources wished to be used during the provision of the services before the placement of any Script/ad tech in Source(s) of the User, for verification purposes. At all times, the User must notify NOTIX for any new Source(s) before proceeding with any Script/ad tech placement.
2.5.a. At all times User must notify NOTIX for any actual and/or intentional change/modification/alteration/distortion/ termination/elimination of any and/or all already verified Source(s) and for any action that may/will remove access of NOTIX to the subscribers of the User and/or that may/will provide false/wrong/corrupted information/number of subscribers and/or render the Service under this Agreement impossible.
User shall notify NOTIX at least forty eight (48) hours before such actual and/or intentional change/modification/alteration/distortion/ termination/elimination and action takes place.
2.5.b. In any case and at any time the User fails to inform NOTIX as required and/or NOTIX identifies its Scripts/ad techs in a Source whose domain name has not been notified by the User and verified by NOTIX, then User understands and agrees that NOTIX has no responsibility whatsoever and/or no responsibility in relation to the Source and/or for the failure of the User to notify, nor any kind of control over the Source and that NOTIX cannot and will not review/verify/approve such Source and/or confirm whether such Source meets the conditions of this Agreement. The User accepts all responsibility raised or that may be raised at any time under clause 2.5. and confirms that he/it is the sole responsible person/legal person to ensure that such Source(s) meets the requirements and is in accordance with the terms of this Agreement.
2.6. User understands and accepts that NOTIX does not allow and prohibits the multiple account opening for each User. User agrees not to fill in an account application and/or register as a User more than one time and/or hold more than one account with NOTIX for any reason and/or in order to benefit in any way from any marketing promotional program/project and/or offer available for the User by NOTIX.
In any case where NOTIX identifies multiple account applications/registrations/openings/holdings of a User through the use of any technology or through other means available for and/or acceptable by NOTIX only, NOTIX may forbid access to and/or suspend and/or ban and/or close any such multi accounts and/or the main account of the User and/or manage all accounts in such way and/or take any other actions and measures deemed appropriate in the sole discretion of NOTIX , regardless of the reason/purpose that such multi account applications/registrations/openings/holdings were created.
If the only and/or any account of the User is forbidden access to and/or is suspended and/or banned and/or closed for any reason, including but not limited for reasons related to prohibited/non accepted activity, the User understands and agrees that is not allowed and will not fill in another account application and/or re-register and/or create and/or hold any other new account for the same reason and/or for any other prohibited/non accepted activity.
2.7. NOTIX may allow multi account applications/registrations/openings/holdings for a User if this is specifically and clearly predefined as accepted/permitted in any specific marketing promotional program/project and/or offer and/or in exceptional cases, at any time and for any reason NOTIX considers acceptable and solely at its own discretion, if the User submits such request by sending an email to support@notix.co.
2.8. The content of the User's Source(s) or its affiliated Source(s), as also the User's Push Notifications, must not include and/or relate to/promote any material that infringes the rights of any third party or that is in violation of any law, as bound by the law itself or as determined by us in our sole discretion, including but not limited to the following:
- Pornography, adult or mature content;
- Illegal activity and/or promotion of illegal activity (i.e. illegal online gambling, how to build a bomb, counterfeiting money, hacking, phreaking, etc.);
- Hate-mongering (i.e. racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.) or otherwise objectionable content;
- Violence (including gratuitous violence), profanity, obscene or vulgar language and abusive content or content which endorses or threatens physical harm;
- Illegal substance and/or promotion of illegal substance;
- Drugs or any related paraphernalia;
- Adware, malware, viruses, phishing offers;
- Creatives should not contain misleading, deceptive, abusive, intolerant, defamatory, provocative and\or false information and\or materials to the user;
- Purchase of weapons/military equipment;
- False or deceptive investment advice, and others;
- Intellectual property rights (brand name, trademarks, logo, etc);
- Investment, money-making opportunities or advice not permitted under law ("get rich fast", "Ponzi schemes" and etc.);
- Material that defames, abuses, or threatens physical harm to others;
- Software Pirating (e.g., Warez, P2P, Bit torrent, Hotline, etc.);
- Hacking or Phreaking;
- Fraud, unofficial, untrue, false, misleading, invented, re-produced information, facts, news, offers, solutions, guidelines related to or aiming to treat in any way and at any level vulnerabilities of all kind, including but not limited to any physical, mental, psychological, social, religious, economic, scientific vulnerabilities;
- Any illegal activity whatsoever;
- Any spoofing, redirecting of the end users in an effort to gain traffic; or
- Any other inappropriate activity as determined by us in our sole discretion.
- User must not use the Service in connection with any of the above, nor enable direction to another Source which is related to/contains/promotes such prohibited content.
2.9. User acknowledges and accepts that NOTIX may stop providing the Service in case the User's Source(s) and/or Push Notifications includes/directs to inappropriate content as described under this clause 2.
2.10. User must notify NOTIX in writing of any changes to the content on User's Source(s) and/or in Push Notifications which could be deemed inappropriate content.
2.11. NOTIX may, but is not obliged to, view the Source(s) and/or Push Notifications of the User for the presence of prohibited Content/Push Notification and may remove or move (without warning) any Content/Push Notifications or Users in its sole discretion, for any reason or no reason, including without limitation the movement or removal of Content/Push Notification that, in the personal opinion of NOTIX, violates this Agreement, and/or may violate the rights, harm or threaten the safety of other Users or third parties.
2.12. In case where there is such prohibited content on User's Source(s) and/or Push Notifications, NOTIX reserves the right to submit an immediate legal action against the User and/or set a financial penalty, based on the damages caused to NOTIX. User will defend, indemnify and hold NOTIX or its affiliates and representatives harmless from any damages, liabilities, costs, and expenses (incl. attorneys' fees) resulting from any claim, judgment or proceeding brought by a third party.
2.13. NOTIX does not check or control the activities or contents of your Source(s)/Affiliated Source(s)/Push Notification, but all Services may be rejected and we reserve the right to delete your account, if you engage in fraudulent or illegal activity.
2.14. NOTIX has the following Non Acceptable Business rules for Users:
• Where there are known or perceived links to terrorist organisations, military, arms and/or ammunition manufacture or sales;
• Where there is knowledge or suspicion of money laundering or terrorist financing;
• Where it is known or there are reasonable grounds for suspicion that a criminal offence has taken place;
• Where the User or any of the Users' associated parties are subject to any sanctions measures;
• Where the User is undertaking an activity or trade within, from or into a country where that activity is subject to embargo and/or trade control restrictions;
• Producers/promoters of racist/pornographic/pressure group material or extreme political propaganda;
• Regulated entities that do not have the appropriate licensing;
• Extreme political and/or charitable organisations.
2.15. User must not use any Script/tool/inventory/ information/Push Notification service available for him through NOTIX for and/or in any way that suggests and/or results to any misleading and/or fraudulent activity. User understands and agrees that such Scripts/tools/inventories/information/Push Notification services are only provided to the User in good faith and that NOTIX is not responsible and must not bear any responsibility whatsoever in relation to their use at any time.
2.16. There are the following methods of using the Service available – Self-Service or Management service.
Self-Service assumes that access to the Service shall be provided through Users' personal account. NOTIX support team may provide assistance upon your request, however, all the actions or modifications made through your account shall be deemed made solely by you.
Management service assumes that assistance of using the Services and Program shall be provided by NOTIX officers.
2.17. All support and/or assistance and/or service provided to User by NOTIX and/or NOTIX officers and/or support team and/or any other NOTIX personnel and/or employee is intended to be and must be considered by the User as mere information. No information and/or support and/or assistance and/or service provided during such Self-Service or Management Services and/or during the Provision of the Services themselves shall be construed as containing, advice or a recommendation or an offer of or solicitation for any service provided, regardless of the type, kind, form, mean, way in which it is provided. In addition, any past performance described is not a guarantee of or prediction of future performance. NOTIX does not take into account your personal objectives or financial situation. NOTIX makes no representation and assumes no liability as to the accuracy or completeness of the information provided, nor as to any loss arising from any action based on an assumed recommendation, forecast or other information supplied by any NOTIX officers and/or support team and/or any other NOTIX personnel and/or employee. All expressions of opinion are subject to change without notice. Any opinions made may be personal to the individual itself and may not reflect the opinions of NOTIX. No communication whatsoever must be reproduced or further distributed without the prior permission of NOTIX.
2.18. In order for any communication between the User and NOTIX and/or NOTIX officers and/or support team and/or any other NOTIX personnel and/or employee to be deemed as information provided by NOTIX as part of the Provision of NOTIX Services to the User, whether conducted during the Provision of Services themselves and/or during the use of Self Service or Management Service, must be contacted through the authorised channels of NOTIX, namely through the support chat within SSP and through an email registered with NOTIX. Any information provided through any other means of communication must not in any way be considered as information provided by NOTIX officers and/or support team and/or any other NOTIX personnel and/or employee as part of the Provision of NOTIX Services to the User and/or during the use of Self Service or Management Service. NOTIX and User both consider all such other means of communication as unauthorised channels of communication and agree that NOTIX shall bear no responsibility whatsoever for any information provided through them.
2.19. You may not transfer your account to anyone without explicit written permission of NOTIX and you may not use anyone else's account or password at any time without the express permission and consent of the holder of that account. NOTIX cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
2.20. NOTIX does not guarantee: (i) the placement, positioning or the timing of delivery of any Push Notification, or (ii) the number (if any) of subscribers.
2.21. NOTIX reserves the right at any time to change the design of its Platform, website, application, Program, its Content, list of Services, modify or supplement the Scripts, software and other objects used or stored on the Platform/server at any time with or without prior notice. NOTIX has the right to send the User information about the development of the Platform/Program and its Services, as well as to advertise its own activities and Services.
2.22. NOTIX reserves the right, for any reason whatsoever, at its own discretion and at any time, to modify, suspend, or discontinue the Services/Program (in whole or in part) with or without notice to you and without any further obligation to you whatsoever. You agree that NOTIX will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.
3. Push Notifications
3.1. The User creates, manages, optimizes and sends Push Notifications to subscribers by choosing options provided by NOTIX through the Platform/Service. Subscribers only receive Push Notifications created, managed and optimized by the User.
3.2. The User bears full responsibility for the context of all Push Notifications created and/or sent to subscribers, which in turn must correspond to all relevant rules set by Anti-Spam laws/regulations/policies/rights. In any case the User is either in an alleged and/or actual breach of any relevant law/regulation/policy/right and/or of the obligations and restrictions of the User as those are described in clause 3.3. below, NOTIX may at its own discretion and without any prior notice, suspend and/or stop the Service and/or suspend/block the User's account for as long as necessary to investigate and/or ascertain the circumstances and/or immediately terminate this Agreement.
3.3. User has a number of obligations and restrictions in relation to Push Notifications, including but not limited to the following:
- You must only send Push Notifications to such people who have expressed their consent to receiving such Push Notifications from you. The recipients' consent must be received by you personally. Upon NOTIX request you must provide corresponding proof of recipients' consent;
- You must guarantee subscribers the ability to opt out of any further Push Notifications (e.g. through the presence of an unsubscribe link in the said communications) and you are obliged to un-subscribe and/or remove from the list contact details of subscribers/owners of data who have expressed their desire to opt out of Push Notifications;
- You must clearly describe in writing how you plan to use any data collected, including for your use of the Service. You will get express consent to transfer data to NOTIX as part of this process, and you will otherwise comply with whatever privacy policy you have posted;
- You hereby agree to comply at all times with all regulations, as well as data protection, electronic communication, and privacy laws that apply to the countries where you are sending any form of Push Notifications through the Service;
- You must collect, store, use, and transfer all data relating to any individual in compliance with all data protection laws and regulations. You hereby confirm that you have all necessary permission to allow us to receive and process data and send Push Notifications to that individual on your behalf;
- You hereby acknowledge and agree that the use of illegally or unlawfully obtained subscriber bases (including databases acquired without the consent of the subscriber) and distributing spam through NOTIX Service/Program is strictly prohibited. NOTIX strictly forbids any SPAM messages to be sent from our Service at any time;
- Your Push Notifications must not include false, invalid or misleading information in the subject line or the body of the message and/or other prohibited content as described in clause 2 and/or any other content which is prohibited by any and all relevant laws/regulations/policies worldwide;
- The text displayed in your Push Notifications must clearly state or illustrate the service that is offered, must clearly identify who is providing the service (originator) and clearly state the expense of the service promoted.
- You are forbidden to send web Push Notifications through API if the shared link domain differs from the sending one;
- You are forbidden from sending out any information which violates a person's rights and freedoms.
3.4. The time when Push Notifications are delivered to their recipients varies depending on a number of factors and circumstances. NOTIX shall not be liable for Push Notifications being undelivered to recipients, in equal measure, as well as any delays in delivery. Push Notifications may go undelivered or be delayed for the following reasons:
- the subscriber's mobile phone is turned off or is outside the area of the mobile operator's coverage;
- due to adverse natural conditions or other force majeure circumstances, which might have an adverse effect on the operation of NOTIX's hardware and software. These conditions or circumstances include, but are not limited to, natural disasters, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers.
4. Fees and User Account
4.1. Use of the Service shall be carried out on a monthly basis. For billing purposes a calendar month shall be deemed the month commencing from the date NOTIX Service becomes paid for a User and until the same date of the following month ("Reporting Period").
4.2. During the Service User may track online reports/stats within NOTIX reporting system in Users' personal account, which are only estimated numbers subject to being adjusted within 15 days after the end of the Reporting Period. In all cases, we will use commercially reasonable methods and practices to calculate your subscribers, direct and measure traffic. At the end of the Reporting Period the reports are frozen and within 15 days will include the definitive numbers of earnings. For avoidance of doubt, NOTIX reporting system (stats) will be prevailing in any case.
4.3. Cost of using Service depends on the amount of active subscribers collected in your account. All reported statistics for the purposes of billing and general delivery reporting are based on NOTIX reporting system only.
4.4. User acknowledges that the following pricing models may be offered, amongst others, by NOTIX:
- Free Plan: Up to thirty thousand subscribers (30,000). Unlimited number of push notifications. The Service is free of charge. All features are available.
- Basic Plan: From thirty thousand subscribers (30,000) and up to one hundred fifty thousand subscribers (150,000). Unlimited number of push notifications. All features are available. Monthly pricing starts from thirty USD (30$). The cost of the User is one USD ($1) for each one thousand (1,000) active subscribers.
- Monetization Plan: Unlimited number of subscribers and push notifications. All features are available. User generates revenue. The Service is free of charge. NOTIX Service provided to the User in relation to the Monetization Plan includes and/or relates only to the User's availability to apply and/or request for monetization, to the provision of credentials and to the mirror statistics. The monetization service itself is provided by a third party to whom the User's request for monetization is transferred. The User in order to receive the actual monetization service by the said third party must follow all procedures and take all actions necessary and/or requested by the said third party. The User hereby understands and agrees that NOTIX is not in any way involved with the monetization service itself and/or in the procedures/requests of the third party. The User hereby expressly releases and NOTIX rejects any and all liability in relation to the User applying and/or using the monetisation service itself and/or in relation to the monetization service itself offered and/or provided by the third party.
- Enterprise Plan: Unlimited number of subscribers and push notifications. All features are available. Custom terms and/or discounts may be negotiated and/or provided at the sole discretion of NOTIX.
5. Payments
5.1. NOTIX provides the ability to perform payments by using payment service providers. User shall have the right to select any payment service provider available. You agree that NOTIX is not responsible for any actions made by the payment service provider including but not limited to any additional transaction fees, banking commissions or currency fees applied to your transaction. All payments shall include the above-mentioned fees and commission, if applicable.
5.2. User is responsible for all applicable taxes associated with provided Services, other than taxes based on NOTIX income. User shall indemnify NOTIX against all losses suffered or incurred by the NOTIX arising out of or in connection with any payment made to the User.
5.3. User acknowledges and agrees that any credit card and related billing and payment information that User provides to NOTIX may be shared by NOTIX with companies who work on NOTIX' behalf such as payment processors and/or credit agencies solely for the purpose of checking credit and/or effecting payment to NOTIX and serving customers account.
5.4. NOTIX shall not be liable for any use or disclosure of such information by such third Party.
User acknowledges that:
all executed transactions are final and non-refundable;
notification of Buyer Errors must be reported by the User within 24 hours;
5.5. NOTIX reserves the right to discontinue Service at any time and terminate present Agreement without liability to User in case of material breach of this Agreement by the User or its associates. Parties hereby agree that any form of fraudulent or illegal activity, or any violation of the applicable laws and regulations, or any activity specified in clause 2 of this Agreement shall be deemed a material breach of this Agreement.
6. Recurring Transaction
6.1. By filling Recurring Transaction Form and clicking the "I Agree" button you express full consent with these terms and conditions of recurring transactions and authorize NOTIX and payment service provider to automatically charge your credit card for recurring delivery of Services in agreed variable amount and variable date, stipulated in Recurring Transaction Form in your personal account.
6.2. You acknowledge and agree that confirmation notification of the recurring transaction will be provided within 2 business days via email specified in your personal account.
6.3. You certify that you are an authorized user of credit card, details provided in personal account of the Service, and that you will not dispute the scheduled payments with your credit card company provided the transactions correspond to the terms indicated in this Agreement.
6.4. You agree to pay for all services or other additional services you ordered through NOTIX Service, as well as for any additional expenses (if necessary), including, but not limited, all possible taxes, charges, etc.
6.5. You take full responsibility for timely payments for using the Service. Payment service provider only facilitates a payment for the amount indicated by NOTIX, and it is not responsible for paying by user of the Service the aforementioned additional funds/expenses.
6.6. After clicking the "Pay" button the transaction is irrevocably deemed to be processed and executed. After clicking the "Pay" button you agree that you will not be eligible to cancel the payment or request to cancel it. By placing the order on the Service, you confirm and state that you do not violate legislation of any country. Also, by accepting this Agreement, you, as cardholder, confirm that you are entitled to use Service offered via NOTIX' website.
6.7. By agreeing to use the Recurring Transaction Service, you understand and accept that processing of any of your payments are executed by the payment service provider, and there is no statutory right of revocation of already purchased services or any other opportunities to cancel the payment.
6.8. You acknowledge that this Recurring Transaction Service will remain in effect until you cancel it, and you agree to notify NOTIX of any changes in your personal account information or cease of this Recurring Transaction Service at least 7 days prior to the next billing date. If you wish to reject to use Recurring Transaction services for your next purchases of services or other facilities on the NOTIX Service, you can do that by using email notification provided in contact details.
6.9. When you pay for NOTIX Services, you are primarily bound by this Agreement. Please note that only you, as the cardholder, are responsible for paying for all services you have ordered through NOTIX Service and for any additional expenses/fees that can be applied to this payment. Payment service provider acts only as the executor of the payment in the amount stated by NOTIX, and it is not responsible for pricing, total prices and/or total sums.
6.10. You acknowledge and agree that notification for following situations will be sent to you, using method of communication available, at least 7 business days prior: more than six month have elapsed since the last payment; or there are charges to the recurring transaction services including, but not limited to any change to the amount of the recurring transaction and/or any change to the date of the recurring transaction.
6.11. In case there is a situation when you do not agree with the aforementioned terms and conditions of Recurring Transactions and/or other reasons, we ask you not to proceed with the payment, and, if necessary, contact directly support of NOTIX at support@notix.co.
7. Representations, Warranties and Covenants
8. Fraudulent Activity
8.1. YOU MAY NOT CHEAT, DEFRAUD OR MISLEAD US, OR ATTEMPT TO CHEAT, DEFRAUD OR MISLEAD US, IN ANY MANNER.
You are expressly prohibited from using any means, Program, tools, Script, any part of the Services provided, devices or arrangements to commit fraud, violate any applicable law, interfere with other Users or falsify information in connection with the Services or exceed your permitted access to NOTIX Service.
These prohibited activities include but not limited to: framing an ad-banner's click-through destination, invisible iframe, auto-spawning of browsers, running "spiders"/"bots", and automatic redirecting of end users, and\or redirection of end user to the page\application with the pre-filled text\data. In any case NOTIX shall make all determinations about fraudulent activity in its sole discretion.
8.2. If User is suspected in any fraudulent activity NOTIX shall have the right to ban your User Account and to take all necessary legal actions to restore the damage caused by this violation.
9. End User Information
9.1. You acknowledge and agree that as part of the Services we will collect end users' personal data. You alone shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all personal data. You hereby grant (and you represent and warrant that you have the right to grant) to NOTIX a nonexclusive, royalty-free and fully paid, worldwide license (with the right to sublicense) to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, and index the end users' personal data for the purpose of supporting your use of the Services and providing the Services to you.
9.2. NOTIX and the User shall jointly own other data, and each Party shall be entitled (without further compensation to the other) to use, share, market, license, sell, store, and otherwise exploit the other data to the maximum extent permitted by law and in any manner it deems appropriate. Other data. "other data" means any and all information that is not personal data, including information derived from personal data that is (i) anonymized by removing any personal or other information so the data is in no way attributable to a specific customer or any individual; (ii) combined with the other data; and (iii) presented in a way which does not reveal the end user's identity.
10. Limitation of Liability; Disclaimer of Warranty
10.1. IN NO EVENT SHALL NOTIX BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SERVICE, OPERATION OF A PROGRAM/TOOL, LICENCE FOR AND USE OF A SCRIPT OR YOUR DISPLAY OF ANY PROGRAM CREATIVE ON YOUR SOURCE(S), AND/OR FROM OUR EFFORT AND/OR OUR ACTIONS INTENTING TO INCREASE THE PERFORMANCE OF YOUR SOURCE(S) EITHER TAKEN WITH OR WITHOUT YOUR CONSENT INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF NOTIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTIX IS ONLY THE TOOL ENABLING YOU TO SEND, OPTIMIZE AND MANAGE PUSH NOTIFICATIONS TO END USERS. THE SCRIPT, INFORMATION, PUSH NOTIFICATION SERVICES AND OTHER NOTIX SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITH NO WARRANTY. YOU USE THE SERVICE, PLACE THE SCRIPT, CREATE/SEND/OPTIMIZE/MANAGE PUSH NOTIFICATIONS AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTIX DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION AND USE OF THE SERVICE, THE LICENCE AND USE OF THE SCRIPT, THE INFORMATION, AND PUSH NOTIFICATIONS SERVICE INCLUDED ON THE SERVICE AND PROVIDED BY NOTIX, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NOTIX DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SERVICE OR WEBSITE/PROGRAM OR OTHERWISE PROVIDED BY NOTIX IS ACCURATE, COMPLETE OR CURRENT.
11. Indemnity
11.1. You shall indemnify, defend and hold NOTIX harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys´ fees) which may be incurred by or to the third parties arising out of your: (a) improper use of the Service; (b) improper operation of a Platform/Program/Tool; or (c) breach or violation of any clause of this Agreement or other mutual agreement of its parties.
11.2. NOTIX shall have no obligation whatsoever to any User under this clause 9 to the extent such claim arises from: (a) use of the Script in a manner or for a purpose not specifically authorized under this Agreement; (b) any modification, change, amendment, customization, or adaptation of the Script not made wholly by NOTIX or any of its designees; (c) any modification, change, amendment, customization, or adaptation of the Script made by NOTIX at User's request; (d) User's failure to implement any corrections, updates, or changes to the Script provided by NOTIX; or (e) User's breach or alleged breach of its obligations under this Agreement. If User's use of the Script becomes (or is likely to become) the subject of a third-party infringement claim, NOTIX may, at its expense and option: (f) procure for User the right to continue to use the Script; (g) replace or modify the Script so that it becomes non-infringing; or (h) immediately terminate this Agreement.
12. Assignment, Governing Law and Jurisdiction
12.1. NOTIX may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of NOTIX, which shall not be unreasonably withheld.
12.2. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Cyprus.
12.3. Each party irrevocably agrees, for the sole benefit of NOTIX that, subject as provided below, the courts of Cyprus shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. Nothing in this clause shall limit the right of NOTIX to take proceedings against User in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
13. Severability
13.1. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.
14. Intellectual Property Rights
14.1. Hereby we grant you a limited, worldwide, royalty-free, term-limited, non-exclusive, non-transferable, revocable license and right to access our website/Program/Platform/Script and/or to use the Service only in accordance with the terms and conditions of this Agreement. You will only use NOTIX Script, database, features, Program and Service in connection with a Source owned and operated by you and you shall not sell, sublicense, give, rent, loan, lease, or otherwise make NOTIX Script, database, features, Program and Service or its components available to any third party without the NOTIX' s prior express written consent.
14.2. You may not alter, modify, manipulate or create derivative works of NOTIX Script, database, features, Program and Service or any of our ad tech, graphics, creative, copy or other materials, tools owned by, or licensed to you by NOTIX in any way. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of NOTIX trademarks, service marks, logos, domain names, copyrights, patents or other trade secrets/brand features. You must not alter, hide, or remove any copyright, trademark, or other intellectual property rights contained in the NOTIX Script, database, features, Program and Service, nor reverse engineer, decompile, disassemble, or otherwise translate or derive the source code for NOTIX Script, database, features, Program and Service, or attempt to do so.
You acknowledge and agree that no intellectual property rights (including without limitation any rights based in trademark, copyright, patent or trade secret law) are or are intended to be transferred from NOTIX to you through this Agreement. You shall not receive, by virtue of this Agreement or performance under it any ownership interest in NOTIX's intellectual property. Without limitation of the above, NOTIX may use your name and logo solely in order to designate you as a User/licensee/client, for marketing purposes (e.g., on its website or email marketing materials). You agree that we may use any suggestion, comment or recommendation you choose to provide to NOTIX without compensation. All rights not expressly granted in this Agreement are reserved by NOTIX.
14.3. Your use of the Service shall be governed by and subject to the laws and regulations regarding copyright ownership and terms of use of intellectual property. You represent, warrant and covenant that you do not upload, download, display, perform, transmit, or otherwise distribute any object in violation of any third party's copyrights, trademarks, or other intellectual property rights. You represent, warrant and covenant that you abide by the laws regarding copyright ownership and use of intellectual property and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by you.
14.4. ALL THE PARTIES HEREBY AGREE THAT NOTIX DOES NOT HAVE ANY AUTHORITY OR ABILITY TO CONTROL CONTENT AT USER'S SOURCE(S) AND/OR PUSH NOTIFICATIONS CREATED/SEND/OPTIMIZED/MANAGED BY USER AND FOR THIS REASON, WE CANNOT BEAR ANY RESPONSIBILITY REGARDING BREACHING OF ANY LAW/REGULATION OF ANY COUNTRY AND/OR ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS AND/OR ANY OTHER RIGHTS OF ANY PERSON.
15. Termination
15.1. This Agreement shall commence upon your acceptance and remain in effect until terminated. This Agreement may be terminated by either Party upon two (2) business days´written notice.
This Agreement shall terminate immediately upon the dissolution or insolvency of either Party, or the breach of this Agreement by you.
NOTIX reserves the right, in its sole and absolute discretion, to terminate the Service/Program and remove any Script/Push Notifications at any time and for any reason, with no further obligations towards you.
15.2. Upon termination of this Agreement, all license granted by NOTIX to the User for the execution of the Service under this Agreement shall immediately terminate and User shall no longer have any rights to use the Script in any way. User understands, however, that the collection of data through the Source(s) of the User on which the Script is already integrated, and the use of such data for purposes set forth herein, may continue until end users have (a) removed or disabled the Script (or any application that integrates the Script) from their respective devices, or any application that integrates the Script from your device, or (b) limited such data collection through applicable device settings in a manner that is communicated to NOTIX.
15.3. This Agreement will be blocked when the User's Account has not been in use for more than three (3) months.
You will receive a notification informing you that your account is blocked because of "Inactive account status". After deactivation, you will have 90 calendar days to restore your account. To do so, you have to login to your account and follow the steps described there. If your account is not reactivated within 90 calendar days it will be deleted without option to restore it.
16. Force Majeure
16.1. Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party. The party referring to such force majeure circumstances shall notify the other party on arising within 3 working days from the date of its occurrence with the relevant evidence.
17. Confidentiality
17.1. Each Party (a "Receiving Party") understands that the other Party (a "Disclosing Party") may disclose information of a confidential nature including, without limitation, product information, data, pricing, financial information, software, specifications, research and development and proprietary algorithms, stats and reports, personal data or other materials that is disclosed in a manner in which the Disclosing Party reasonably communicated, or the Receiving Party should reasonably have understood under the circumstances that the disclosure should be treated as confidential, whether or not the specific designation "confidential" or any similar designation is used ("Confidential Information").
17.2. The Receiving Party agrees, for itself and its agents and employees, that it will not publish, disclose or otherwise divulge or use for its own purposes any Confidential Information of the Disclosing Party furnished to it by such Disclosing Party without the prior written approval of the Disclosing Party in each instance. Neither party will make any public announcement regarding the existence or content of the Agreement without the other's prior written approval.
17.3. The Parties agree that if disclosure is made to their professional advisors, auditors or bankers this shall be done subject to each Party procuring each such recipient's agreement to keep such information confidential to the same extent as if such recipient were Party to this agreement.
17.4. The foregoing obligations under this clause 15 shall not extend to any information to the extent that the Receiving Party can demonstrate that such information (i) was at the time of disclosure or, to the extent that such information thereafter becomes through no fault of the Receiving Party, a part of the public domain by publication or otherwise; (ii) was already properly and lawfully in the Receiving Party's possession at the time it was received by the Receiving Party free from any obligation of confidentiality, (iii) was or is lawfully received by the Receiving Party from a third Party who was under no obligation of confidentiality to the Disclosing Party with respect thereto, or (iv) is independently developed by the Receiving Party or its independent contractors who did not have access to the Disclosing Party's Confidential Information or (vi) express written consent has been given prior to disclosure.
17.5. In the event that the Receiving Party is required to disclose Confidential Information in accordance with judicial or regulatory or governmental order or requirement, or any tax authority to which that Party is subject or submits, wherever situated, whether or not the requirement for information has the force of law the Receiving Party shall promptly notify the Disclosing Party in order to allow such Party to contest the order or requirement or seek confidential treatment for such information.
17.6. Upon termination or expiration of this Agreement, upon the request of a Disclosing Party, the Receiving Party agrees to return to the other all of such other Party's Confidential Information, or to certify to the Disclosing Party in writing that all such material has been destroyed, however, destruction is only permitted after Disclosing Party's prior approval.
18. Miscellaneous
18.1. This Agreement contains the sole and entire agreement and understanding between the Parties relating to the subject matter herein, and merges all prior discussions, whether through officers, directors, salespersons, employees or consultants.
18.2. Present Agreement is the principal document in legal relationship of the Parties, and shall be deemed an entire agreement of the Parties. In case of contradictions in using Service or Program, present Agreement shall prevail in any case.
18.3. Each Party is an independent contractor and not a partner, joint venture or employee of the other. All notices shall be sent to the addresses submitted by you when signing up for the Service by certified mail, fax, email or courier.
18.4. User understands and agrees that NOTIX may update/amend and/or change and/or terminate/stop any program/Service/Push Notification, in any way and for any reason at its own discretion, with a prior twenty four (24) hours' notice to the User, except in cases which are considered as of emergency/urgency by NOTIX and subject to clause 13.1 hereof, where any and all such updates/amendments and/or changes and/or terminations/stops will take place immediately and at the same time with a notification to be sent to the User via email or through his/her/its personal account.
18.5. NOTIX reserves the right to change any terms and conditions of this Agreement at any time. You may refer to contract revisions in our website – www.notix.co. The terms and conditions of present Service and License Agreement (as published on www.notix.co/terms (the "Terms") bind the parties from the date signed or the date service is provided and shall apply to each and any services provided by NOTIX. This Agreement shall take precedence over any other terms and conditions issued or stated or referenced to apply relating to the Services provided by NOTIX.
18.6. Representations and warranties of User set forth in this Agreement (in particular, clause 5) hereof shall survive closing for a period of one (1) year from the termination date.
18.7. No claim for a breach of any representation or warranty by NOTIX shall be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter which was disclosed to User and/or actually known by User prior to termination.
18.8. User acknowledges and agrees that entering into this Agreement it has not relied and is not relying on any representations, warranties or other statements whatsoever, whether written or oral other than those expressly set out in this Agreement, Privacy Policy or other terms and conditions published at www.notix.co and that it will not have any right or remedy rising out of any representation, warranty or other statement not expressly set out in this Agreement.
18.9. All claims related to the use of the Service or Program shall be submitted by the User within 30 days from the end of the Reporting Period only. In the case of missing the specified term, NOTIX reserves the right not to process the complaint, and all the services shall be deemed rendered properly.
18.10. Headings to sections and subsections in this Agreement are for the convenience of the parties only and are not intended to be a part of or affect the meaning or interpretation hereof.
18.11. You agree on using of any communication method (email message/SMS message/phone) with contact details provided in your personal account.
5.1. NOTIX provides the ability to perform payments by using payment service providers. User shall have the right to select any payment service provider available. You agree that NOTIX is not responsible for any actions made by the payment service provider including but not limited to any additional transaction fees, banking commissions or currency fees applied to your transaction. All payments shall include the above-mentioned fees and commission, if applicable.
5.2. User is responsible for all applicable taxes associated with provided Services, other than taxes based on NOTIX income. User shall indemnify NOTIX against all losses suffered or incurred by the NOTIX arising out of or in connection with any payment made to the User.
5.3. User acknowledges and agrees that any credit card and related billing and payment information that User provides to NOTIX may be shared by NOTIX with companies who work on NOTIX' behalf such as payment processors and/or credit agencies solely for the purpose of checking credit and/or effecting payment to NOTIX and serving customers account.
5.4. NOTIX shall not be liable for any use or disclosure of such information by such third Party.
User acknowledges that:
all executed transactions are final and non-refundable;
notification of Buyer Errors must be reported by the User within 24 hours;
5.5. NOTIX reserves the right to discontinue Service at any time and terminate present Agreement without liability to User in case of material breach of this Agreement by the User or its associates. Parties hereby agree that any form of fraudulent or illegal activity, or any violation of the applicable laws and regulations, or any activity specified in clause 2 of this Agreement shall be deemed a material breach of this Agreement.
6. Recurring Transaction
6.1. By filling Recurring Transaction Form and clicking the "I Agree" button you express full consent with these terms and conditions of recurring transactions and authorize NOTIX and payment service provider to automatically charge your credit card for recurring delivery of Services in agreed variable amount and variable date, stipulated in Recurring Transaction Form in your personal account.
6.2. You acknowledge and agree that confirmation notification of the recurring transaction will be provided within 2 business days via email specified in your personal account.
6.3. You certify that you are an authorized user of credit card, details provided in personal account of the Service, and that you will not dispute the scheduled payments with your credit card company provided the transactions correspond to the terms indicated in this Agreement.
6.4. You agree to pay for all services or other additional services you ordered through NOTIX Service, as well as for any additional expenses (if necessary), including, but not limited, all possible taxes, charges, etc.
6.5. You take full responsibility for timely payments for using the Service. Payment service provider only facilitates a payment for the amount indicated by NOTIX, and it is not responsible for paying by user of the Service the aforementioned additional funds/expenses.
6.6. After clicking the "Pay" button the transaction is irrevocably deemed to be processed and executed. After clicking the "Pay" button you agree that you will not be eligible to cancel the payment or request to cancel it. By placing the order on the Service, you confirm and state that you do not violate legislation of any country. Also, by accepting this Agreement, you, as cardholder, confirm that you are entitled to use Service offered via NOTIX' website.
6.7. By agreeing to use the Recurring Transaction Service, you understand and accept that processing of any of your payments are executed by the payment service provider, and there is no statutory right of revocation of already purchased services or any other opportunities to cancel the payment.
6.8. You acknowledge that this Recurring Transaction Service will remain in effect until you cancel it, and you agree to notify NOTIX of any changes in your personal account information or cease of this Recurring Transaction Service at least 7 days prior to the next billing date. If you wish to reject to use Recurring Transaction services for your next purchases of services or other facilities on the NOTIX Service, you can do that by using email notification provided in contact details.
6.9. When you pay for NOTIX Services, you are primarily bound by this Agreement. Please note that only you, as the cardholder, are responsible for paying for all services you have ordered through NOTIX Service and for any additional expenses/fees that can be applied to this payment. Payment service provider acts only as the executor of the payment in the amount stated by NOTIX, and it is not responsible for pricing, total prices and/or total sums.
6.10. You acknowledge and agree that notification for following situations will be sent to you, using method of communication available, at least 7 business days prior: more than six month have elapsed since the last payment; or there are charges to the recurring transaction services including, but not limited to any change to the amount of the recurring transaction and/or any change to the date of the recurring transaction.
6.11. In case there is a situation when you do not agree with the aforementioned terms and conditions of Recurring Transactions and/or other reasons, we ask you not to proceed with the payment, and, if necessary, contact directly support of NOTIX at support@notix.co.
7. Representations, Warranties and Covenants
- You acknowledge and represent, warrant and covenant that: NOTIX does not moderate your Push Notification in any way and that your Source(s),Push Notifications, Content are and must be at all times in compliance with all applicable and relevant laws/regulations, policies worldwide and with the terms and conditions of present Agreement, and that do not contain or promote, nor link to another Source(s)/websites/landing pages/links that contain, libelous, defamatory, abusive, violent, prejudicial, obscene, infringing, sexually explicit or illegal content, including copyright ownership infringements and unlawful use of intellectual property;
- You agree not to promote via Source(s) and Push Notifications to Source(s)/websites/landing pages/links containing any pornographic, racial, ethnic, political, software pirating (e.g. Warez) or hacking, hate-mongering, or otherwise objectionable content;
- You agree not to engage in any illegal activity, in accordance with applicable law, whatsoever, is not allowed;
- You represent and warrant that you own or have legal rights to use and distribute all content, copyrighted material, trademarked materials, products, and services displayed on your Source(s) and Push Notifications;
- You agree not to use deceit when using the Service and/or through Push Notifications;
- You have the right, power, and authority to enter into this Agreement and grant the rights specified herein;
- You will not attempt in any way to alter, modify, eliminate, conceal, damage, detrimentally interfere with, misappropriate or otherwise render inoperable or ineffective the Program, software, database, tools, Script, ad tech, links, tags, source codes, links, pixels, modules, features or other data or Service provided by or obtained from NOTIX that allows NOTIX to measure subscribers and provide its Service ("Site Data");
- You will not use the Service, Program, tools, database, features, Script, etc, provided to you by NOTIX to create any software or service containing any malicious or harmful code nor in violation of any applicable law;
- You will not circumvent or attempt to circumvent usage limits or use the Service, Program, tools, database, features, Script provided to you by NOTIX at excessive levels that would degrade performance for other Users;
- You shall not attempt to reverse engineer, de-compile, hack, disable, interfere with, disassemble, copy, or disrupt the integrity or the performance of the Services, any third-party use of the Services, or any third-party data contained therein (except to the extent such restrictions are prohibited by applicable law;
- You shall not access the Services in order to build a competitive product or service or copy any ideas, features, functions, or graphics of the Services.
- If instructed to do so by NOTIX and/or if this Agreement terminates, you will immediately remove and discontinue the use of any Site Data;
- You acknowledge that NOTIX does not represent, warrant, or make any specific or implied promises as to the successful use of Service;
- You agree to display the Script exactly as it appears on the Program and will not alter it in any way;
- If you are notified that fraudulent activities may be occurring on your Source(s), and you do not take any actions to stop the fraudulent activities, then you are responsible for all associated costs and legal fees resulting in these fraudulent activities;
- You represent, warrant and covenant that you will not take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our technology infrastructure or otherwise make excessive demands on it;
- You may not disable, circumvent or otherwise interfere with security related features of our Service or features that prevent or restrict use or copying of any part of our Service, or which enforce limitations on the use of our Service;
- Hereby You irrevocably authorize NOTIX to transfer a request received by NOTIX to provide information for the payment directly to your financial institution available;
- You represent, warrant and covenant that your Source(s) does not contain any sexual or erotic material that depicts persons under the age of eighteen (18) or in a manner that suggests that they are under the age of eighteen (18);
- You shall not use the Script in conjunction with a Source that is directed to children under the age of 13. You shall not use the Script to knowingly send to NOTIX personal information (as defined under COPPA), including device identifiers or precise location data, that has been received from children under the age of 13;
- If any errors or undesirable results occur due to no fault of NOTIX, NOTIX shall not be responsible for losses;
- User undertakes to ensure that its servers support the traffic directed through our Service. NOTIX takes no responsibility for all the consequences in the event your servers cannot support the traffic directed through our Service. You shall test your Source(s) to insure its correct appearance in different web browsers, devices or systems and optimize it if necessary.
- You acknowledge that every case of violation of the terms of this Agreement will lead to material and business standing losses of NOTIX in the amount of at least US $ 1,000. Therefore, we reserve the right to recover damages caused in the specified amount, or the amount of actually incurred losses, in the event of your breach of contract.
8. Fraudulent Activity
8.1. YOU MAY NOT CHEAT, DEFRAUD OR MISLEAD US, OR ATTEMPT TO CHEAT, DEFRAUD OR MISLEAD US, IN ANY MANNER.
You are expressly prohibited from using any means, Program, tools, Script, any part of the Services provided, devices or arrangements to commit fraud, violate any applicable law, interfere with other Users or falsify information in connection with the Services or exceed your permitted access to NOTIX Service.
These prohibited activities include but not limited to: framing an ad-banner's click-through destination, invisible iframe, auto-spawning of browsers, running "spiders"/"bots", and automatic redirecting of end users, and\or redirection of end user to the page\application with the pre-filled text\data. In any case NOTIX shall make all determinations about fraudulent activity in its sole discretion.
8.2. If User is suspected in any fraudulent activity NOTIX shall have the right to ban your User Account and to take all necessary legal actions to restore the damage caused by this violation.
9. End User Information
9.1. You acknowledge and agree that as part of the Services we will collect end users' personal data. You alone shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all personal data. You hereby grant (and you represent and warrant that you have the right to grant) to NOTIX a nonexclusive, royalty-free and fully paid, worldwide license (with the right to sublicense) to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, and index the end users' personal data for the purpose of supporting your use of the Services and providing the Services to you.
9.2. NOTIX and the User shall jointly own other data, and each Party shall be entitled (without further compensation to the other) to use, share, market, license, sell, store, and otherwise exploit the other data to the maximum extent permitted by law and in any manner it deems appropriate. Other data. "other data" means any and all information that is not personal data, including information derived from personal data that is (i) anonymized by removing any personal or other information so the data is in no way attributable to a specific customer or any individual; (ii) combined with the other data; and (iii) presented in a way which does not reveal the end user's identity.
10. Limitation of Liability; Disclaimer of Warranty
10.1. IN NO EVENT SHALL NOTIX BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SERVICE, OPERATION OF A PROGRAM/TOOL, LICENCE FOR AND USE OF A SCRIPT OR YOUR DISPLAY OF ANY PROGRAM CREATIVE ON YOUR SOURCE(S), AND/OR FROM OUR EFFORT AND/OR OUR ACTIONS INTENTING TO INCREASE THE PERFORMANCE OF YOUR SOURCE(S) EITHER TAKEN WITH OR WITHOUT YOUR CONSENT INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF NOTIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTIX IS ONLY THE TOOL ENABLING YOU TO SEND, OPTIMIZE AND MANAGE PUSH NOTIFICATIONS TO END USERS. THE SCRIPT, INFORMATION, PUSH NOTIFICATION SERVICES AND OTHER NOTIX SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITH NO WARRANTY. YOU USE THE SERVICE, PLACE THE SCRIPT, CREATE/SEND/OPTIMIZE/MANAGE PUSH NOTIFICATIONS AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTIX DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION AND USE OF THE SERVICE, THE LICENCE AND USE OF THE SCRIPT, THE INFORMATION, AND PUSH NOTIFICATIONS SERVICE INCLUDED ON THE SERVICE AND PROVIDED BY NOTIX, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NOTIX DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SERVICE OR WEBSITE/PROGRAM OR OTHERWISE PROVIDED BY NOTIX IS ACCURATE, COMPLETE OR CURRENT.
11. Indemnity
11.1. You shall indemnify, defend and hold NOTIX harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys´ fees) which may be incurred by or to the third parties arising out of your: (a) improper use of the Service; (b) improper operation of a Platform/Program/Tool; or (c) breach or violation of any clause of this Agreement or other mutual agreement of its parties.
11.2. NOTIX shall have no obligation whatsoever to any User under this clause 9 to the extent such claim arises from: (a) use of the Script in a manner or for a purpose not specifically authorized under this Agreement; (b) any modification, change, amendment, customization, or adaptation of the Script not made wholly by NOTIX or any of its designees; (c) any modification, change, amendment, customization, or adaptation of the Script made by NOTIX at User's request; (d) User's failure to implement any corrections, updates, or changes to the Script provided by NOTIX; or (e) User's breach or alleged breach of its obligations under this Agreement. If User's use of the Script becomes (or is likely to become) the subject of a third-party infringement claim, NOTIX may, at its expense and option: (f) procure for User the right to continue to use the Script; (g) replace or modify the Script so that it becomes non-infringing; or (h) immediately terminate this Agreement.
12. Assignment, Governing Law and Jurisdiction
12.1. NOTIX may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of NOTIX, which shall not be unreasonably withheld.
12.2. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Cyprus.
12.3. Each party irrevocably agrees, for the sole benefit of NOTIX that, subject as provided below, the courts of Cyprus shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. Nothing in this clause shall limit the right of NOTIX to take proceedings against User in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
13. Severability
13.1. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.
14. Intellectual Property Rights
14.1. Hereby we grant you a limited, worldwide, royalty-free, term-limited, non-exclusive, non-transferable, revocable license and right to access our website/Program/Platform/Script and/or to use the Service only in accordance with the terms and conditions of this Agreement. You will only use NOTIX Script, database, features, Program and Service in connection with a Source owned and operated by you and you shall not sell, sublicense, give, rent, loan, lease, or otherwise make NOTIX Script, database, features, Program and Service or its components available to any third party without the NOTIX' s prior express written consent.
14.2. You may not alter, modify, manipulate or create derivative works of NOTIX Script, database, features, Program and Service or any of our ad tech, graphics, creative, copy or other materials, tools owned by, or licensed to you by NOTIX in any way. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of NOTIX trademarks, service marks, logos, domain names, copyrights, patents or other trade secrets/brand features. You must not alter, hide, or remove any copyright, trademark, or other intellectual property rights contained in the NOTIX Script, database, features, Program and Service, nor reverse engineer, decompile, disassemble, or otherwise translate or derive the source code for NOTIX Script, database, features, Program and Service, or attempt to do so.
You acknowledge and agree that no intellectual property rights (including without limitation any rights based in trademark, copyright, patent or trade secret law) are or are intended to be transferred from NOTIX to you through this Agreement. You shall not receive, by virtue of this Agreement or performance under it any ownership interest in NOTIX's intellectual property. Without limitation of the above, NOTIX may use your name and logo solely in order to designate you as a User/licensee/client, for marketing purposes (e.g., on its website or email marketing materials). You agree that we may use any suggestion, comment or recommendation you choose to provide to NOTIX without compensation. All rights not expressly granted in this Agreement are reserved by NOTIX.
14.3. Your use of the Service shall be governed by and subject to the laws and regulations regarding copyright ownership and terms of use of intellectual property. You represent, warrant and covenant that you do not upload, download, display, perform, transmit, or otherwise distribute any object in violation of any third party's copyrights, trademarks, or other intellectual property rights. You represent, warrant and covenant that you abide by the laws regarding copyright ownership and use of intellectual property and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by you.
14.4. ALL THE PARTIES HEREBY AGREE THAT NOTIX DOES NOT HAVE ANY AUTHORITY OR ABILITY TO CONTROL CONTENT AT USER'S SOURCE(S) AND/OR PUSH NOTIFICATIONS CREATED/SEND/OPTIMIZED/MANAGED BY USER AND FOR THIS REASON, WE CANNOT BEAR ANY RESPONSIBILITY REGARDING BREACHING OF ANY LAW/REGULATION OF ANY COUNTRY AND/OR ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS AND/OR ANY OTHER RIGHTS OF ANY PERSON.
15. Termination
15.1. This Agreement shall commence upon your acceptance and remain in effect until terminated. This Agreement may be terminated by either Party upon two (2) business days´written notice.
This Agreement shall terminate immediately upon the dissolution or insolvency of either Party, or the breach of this Agreement by you.
NOTIX reserves the right, in its sole and absolute discretion, to terminate the Service/Program and remove any Script/Push Notifications at any time and for any reason, with no further obligations towards you.
15.2. Upon termination of this Agreement, all license granted by NOTIX to the User for the execution of the Service under this Agreement shall immediately terminate and User shall no longer have any rights to use the Script in any way. User understands, however, that the collection of data through the Source(s) of the User on which the Script is already integrated, and the use of such data for purposes set forth herein, may continue until end users have (a) removed or disabled the Script (or any application that integrates the Script) from their respective devices, or any application that integrates the Script from your device, or (b) limited such data collection through applicable device settings in a manner that is communicated to NOTIX.
15.3. This Agreement will be blocked when the User's Account has not been in use for more than three (3) months.
You will receive a notification informing you that your account is blocked because of "Inactive account status". After deactivation, you will have 90 calendar days to restore your account. To do so, you have to login to your account and follow the steps described there. If your account is not reactivated within 90 calendar days it will be deleted without option to restore it.
16. Force Majeure
16.1. Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party. The party referring to such force majeure circumstances shall notify the other party on arising within 3 working days from the date of its occurrence with the relevant evidence.
17. Confidentiality
17.1. Each Party (a "Receiving Party") understands that the other Party (a "Disclosing Party") may disclose information of a confidential nature including, without limitation, product information, data, pricing, financial information, software, specifications, research and development and proprietary algorithms, stats and reports, personal data or other materials that is disclosed in a manner in which the Disclosing Party reasonably communicated, or the Receiving Party should reasonably have understood under the circumstances that the disclosure should be treated as confidential, whether or not the specific designation "confidential" or any similar designation is used ("Confidential Information").
17.2. The Receiving Party agrees, for itself and its agents and employees, that it will not publish, disclose or otherwise divulge or use for its own purposes any Confidential Information of the Disclosing Party furnished to it by such Disclosing Party without the prior written approval of the Disclosing Party in each instance. Neither party will make any public announcement regarding the existence or content of the Agreement without the other's prior written approval.
17.3. The Parties agree that if disclosure is made to their professional advisors, auditors or bankers this shall be done subject to each Party procuring each such recipient's agreement to keep such information confidential to the same extent as if such recipient were Party to this agreement.
17.4. The foregoing obligations under this clause 15 shall not extend to any information to the extent that the Receiving Party can demonstrate that such information (i) was at the time of disclosure or, to the extent that such information thereafter becomes through no fault of the Receiving Party, a part of the public domain by publication or otherwise; (ii) was already properly and lawfully in the Receiving Party's possession at the time it was received by the Receiving Party free from any obligation of confidentiality, (iii) was or is lawfully received by the Receiving Party from a third Party who was under no obligation of confidentiality to the Disclosing Party with respect thereto, or (iv) is independently developed by the Receiving Party or its independent contractors who did not have access to the Disclosing Party's Confidential Information or (vi) express written consent has been given prior to disclosure.
17.5. In the event that the Receiving Party is required to disclose Confidential Information in accordance with judicial or regulatory or governmental order or requirement, or any tax authority to which that Party is subject or submits, wherever situated, whether or not the requirement for information has the force of law the Receiving Party shall promptly notify the Disclosing Party in order to allow such Party to contest the order or requirement or seek confidential treatment for such information.
17.6. Upon termination or expiration of this Agreement, upon the request of a Disclosing Party, the Receiving Party agrees to return to the other all of such other Party's Confidential Information, or to certify to the Disclosing Party in writing that all such material has been destroyed, however, destruction is only permitted after Disclosing Party's prior approval.
18. Miscellaneous
18.1. This Agreement contains the sole and entire agreement and understanding between the Parties relating to the subject matter herein, and merges all prior discussions, whether through officers, directors, salespersons, employees or consultants.
18.2. Present Agreement is the principal document in legal relationship of the Parties, and shall be deemed an entire agreement of the Parties. In case of contradictions in using Service or Program, present Agreement shall prevail in any case.
18.3. Each Party is an independent contractor and not a partner, joint venture or employee of the other. All notices shall be sent to the addresses submitted by you when signing up for the Service by certified mail, fax, email or courier.
18.4. User understands and agrees that NOTIX may update/amend and/or change and/or terminate/stop any program/Service/Push Notification, in any way and for any reason at its own discretion, with a prior twenty four (24) hours' notice to the User, except in cases which are considered as of emergency/urgency by NOTIX and subject to clause 13.1 hereof, where any and all such updates/amendments and/or changes and/or terminations/stops will take place immediately and at the same time with a notification to be sent to the User via email or through his/her/its personal account.
18.5. NOTIX reserves the right to change any terms and conditions of this Agreement at any time. You may refer to contract revisions in our website – www.notix.co. The terms and conditions of present Service and License Agreement (as published on www.notix.co/terms (the "Terms") bind the parties from the date signed or the date service is provided and shall apply to each and any services provided by NOTIX. This Agreement shall take precedence over any other terms and conditions issued or stated or referenced to apply relating to the Services provided by NOTIX.
18.6. Representations and warranties of User set forth in this Agreement (in particular, clause 5) hereof shall survive closing for a period of one (1) year from the termination date.
18.7. No claim for a breach of any representation or warranty by NOTIX shall be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter which was disclosed to User and/or actually known by User prior to termination.
18.8. User acknowledges and agrees that entering into this Agreement it has not relied and is not relying on any representations, warranties or other statements whatsoever, whether written or oral other than those expressly set out in this Agreement, Privacy Policy or other terms and conditions published at www.notix.co and that it will not have any right or remedy rising out of any representation, warranty or other statement not expressly set out in this Agreement.
18.9. All claims related to the use of the Service or Program shall be submitted by the User within 30 days from the end of the Reporting Period only. In the case of missing the specified term, NOTIX reserves the right not to process the complaint, and all the services shall be deemed rendered properly.
18.10. Headings to sections and subsections in this Agreement are for the convenience of the parties only and are not intended to be a part of or affect the meaning or interpretation hereof.
18.11. You agree on using of any communication method (email message/SMS message/phone) with contact details provided in your personal account.
This agreement was last updated on 29.11.2021
This website and services provided herein is managed by:
Samoukale Enterprises Limited
15 Karaiskaki Street,
3032, Limassol
Cyprus
Registration Number: HE 339224
NOTIX is an audience re-engagement service based on web push notifications that work for both desktop and mobile devices.
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© Copyright NOTIX 2022
Samoukale Enterprises Limited
15 Karaiskaki, 3032, Limassol, Cyprus
15 Karaiskaki, 3032, Limassol, Cyprus
