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 firstname.lastname@example.org. 7. Representations, Warranties and Covenants
8. Fraudulent Activity
- 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.
8.1. 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.
14.4. 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.
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.