Deduce Terms of Service

CHEQ AI TECHNOLOGIES (2018) LTD. AND ITS AFFILIATES (“CHEQ”) WELCOMES YOU (“CUSTOMER”). THE FOLLOWING AGREEMENT AND THE ORDER FORM ENTERED INTO BETWEEN YOU AND CHEQ (TOGETHER THE “AGREEMENT”), STIPULATE THE TERMS AND CONDITIONS OF YOUR USE OF THE SERVICES. THE SERVICES ARE PROVIDED SOLELY FOR YOUR OWN BUSINESS USE. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO THE AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR ANOTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER” WILL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE LEGAL ENTITY THAT YOU REPRESENT DOES NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND/OR USE THE SERVICES.

THE TERMS OF SERIVCE SET FORTH IN: https://cheq.ai/terms-of-service/ (THE “MASTER TERMS OF SERVICE”) SHALL APPLY TO YOUR USE OF THE SERVICES HEREUNDER.
IN ANY CASE OF CONFLICT BETWEEN THE ORDER FORM, THE MASTER TERMS OF SERVICE AND THIS AGREEMENT THE FOLLOWING ORDER OF PRECEDENCE SHALL APPLY: (I) THE ORDER FORM; (ii) THESE DEDUCE TERMS OF SERVICE; AND (III) TERMS OF THIS AGREEMENT.

1. DEFINITIONS
   “Data Processing Agreement” means the data processing agreement set forth in the Order Form.
   “Service(s)” means Deduce services.
   Any term used herein and not otherwise defined, shall have the meaning set forth in the Master Terms of Service.
2. Service Updates. From time to time, CHEQ may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement, provided that CHEQ shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that CHEQ may make improvements and modifications to the Services at any time in its sole discretion, provided that CHEQ shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes.
3. Ownership; Feedback. As between the parties, CHEQ retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by CHEQ for the purposes of this Agreement, including any copies and derivative works of the foregoing. All Product Data, together with any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Order Form) shall be deemed a part of the “Services” and subject to all of the terms and conditions of this Agreement.  No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement.  Customer may (but is not obligated to) provide suggestions, comments or other feedback to CHEQ with respect to the Service (“Feedback”). CHEQ acknowledges and agrees that all Feedback is provided “AS IS” and without warranty of any kind.  Notwithstanding anything else, Customer shall, and hereby does, grant to CHEQ a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair CHEQ’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
4. Mutual Representations and Warranties. Each party represents and warrants to the other that: (a) it is a corporation duly organized and validly existing under the laws of the jurisdiction in which it is incorporated; (b) it has full corporate power and authority, and has obtained all approvals, permissions and consents necessary, to enter into this Agreement and to perform its obligations hereunder; (c) this Agreement is legally binding upon it and enforceable in accordance with its terms; (d) the execution, delivery and performance of this Agreement does not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound; and (e) it will comply with all applicable laws and regulations with respect to its performance under this Agreement.
5. Fees; Payment. Customer shall pay CHEQ fees as set forth in each Order Form (“Fees”). Unless otherwise specified in an Order Form, all Fees shall be invoiced annually beginning on the Effective Date (and on the anniversary of the Effective Date thereafter) and all invoices issued under this Agreement are payable in the currency set forth in the Order Form and in accordance with the payment terms set forth in the Order Form. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. All Fees paid are non-refundable and are not subject to set-off. Upon termination of this Agreement (other than for CHEQ’s breach of this Agreement), Customer shall immediately pay CHEQ any and all outstanding Fees.
6. Restrictions. Customer is responsible for all of Customer’s activity in connection with the Service, including but not limited to uploading Customer Data (as defined below) onto the Service. Customer (a) shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (b) shall not use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights.
7. Customer Data. For purposes of this Agreement, “Customer Data” shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Service in the course of using the Service. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer not CHEQ, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Customer Data. Customer represents and warrants that it has all rights necessary to provide the Customer Data to CHEQ as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third-party rights (including, without limitation, intellectual property rights and rights of privacy). CHEQ shall use commercially reasonable efforts to maintain the security and integrity of the Service and the Customer Data.  CHEQ is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Service unless such access is due to CHEQ’s gross negligence or willful misconduct.  Customer is responsible for the use of the Service by any person to whom the Customer has given access to the Service, even if Customer did not authorize such use.  The Parties acknowledge that the Data Processing Agreement shall apply to the processing of personal data as such term is defined in applicable laws, regulations, directives and certifications relating to data protection and privacy (collectively “Data Protection Laws”) under this Agreement. Customer agrees and acknowledges that if Customer’s account is delinquent ninety (90) days or more, after providing thirty (30) days’ prior written notice to Customer’s designated contact, irretrievably delete Customer Data unless the delinquency is cured within such notice period. Notwithstanding anything to the contrary, Customer acknowledges and agrees CHEQ may internally use Customer Data to provide Services on an optimized basis to Customer (including improvement of such services and fraud prevention, as permitted by applicable data privacy laws).
8. Third Party Integrations. Customer acknowledges and agrees that (i) the Service may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (e.g., other vendors of Customer) (“Third Party Integrations”), (ii) the availability and operation of the Service or certain portions thereof may be dependent on CHEQ’s ability to access such Third Party Integrations, and (iii) If Customer fails to provide or revokes permissions necessary for CHEQ to access Third Party Integrations required for the Service, CHEQ may, after providing reasonable prior notice where feasible, suspend or interrupt the Service until such access is restored. Customer hereby represents and warrants that it has all rights, licenses, permissions and consents necessary to connect, use and access any Third Party Integrations that it integrates with the Service, and Customer shall indemnify, defend and hold harmless CHEQ for all claims, damages and liabilities arising out of Customer’s use of any Third Party Integrations in connection with or through the Service. CHEQ cannot and does not guarantee that the Service shall incorporate (or continue to incorporate) any particular Third-Party Integrations and does not make any representations or warranties with respect to Third Party Integrations. The customer is solely responsible for procuring any and all rights necessary for it to access Third Party Integrations (including any Customer Data or other information relating thereto) and for complying with any applicable terms or conditions thereof.  Any exchange of data or other interaction between Customer and a third-party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.
9. Fair Credit Reporting Act. Customer acknowledges and agrees that the purpose of the Services and any data obtained therefrom (“Product Data”) is for (a) fraud detection and prevention and (b) verifying or authenticating an individual’s identity (collectively, the “Permitted Use”) and Customer represents, warrants and covenants that they will only use the Services for its Permitted Use. CHEQ is not a “credit reporting agency” and neither the Service nor Product Data nor any analysis of Product Data constitutes “consumer reports” as those terms are defined in the Fair Credit Reporting Act, 15 U.S.C. § 1681, et seq., or any similar state statute (“FCRA”). Without limiting the foregoing, Customer shall not use the Service or Product Data, in whole or in part, in any manner that violates applicable law, including without limitation for the purpose of serving as a factor in establishing a person’s eligibility for credit, insurance, employment, or another purpose in connection with which a consumer report may be used under the FCRA. Specifically, Customer hereby certifies that it will not use the Service or Product Data to determine, in whole or in part, an individual’s eligibility for any of the following products, services or transactions: (a) credit or insurance to be used primarily for personal, family or household purposes; (b) employment purposes; (c) benefits, tenancy (including, without limitation, deciding whether to lease a commercial or residential property) or educational admission considerations; (d) in connection with a business transaction initiated by an individual consumer for personal, family or household purposes, including whether an individual meets the terms of a customer account; or (e) any other product, service or transaction in connection with which a consumer report may be used under the FCRA, including, without limitation, check-cashing or the opening of a deposit or transaction account. The Company makes no representation or warranty as to the credit worthiness, credit standing, credit capacity, character, general reputation, personal characteristics, or mode of living of any person. Customer shall not use the Services in order to take any “adverse action” as that term is defined in the FCRA.
10. Term; Termination. This Agreement shall commence on the Effective Date set forth in the Order and will continue for the period stated in the Order Form, unless otherwise terminated in accordance with the terms of this Section 10 (the “Term“). Either party may terminate this Agreement immediately by giving written notice to the other party if: (i) the other party breaches a material provision of this Agreement and fails to cure the breach within seven (7) days after being given written notice thereof; (ii) the other party is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party; or any petition by or on behalf of such party is filed under any bankruptcy or similar laws.
    Without limiting the foregoing, CHEQ may suspend or limit Customer’s access to or use of the Service if (i) Customer’s account is more than sixty (60) days past due, or (ii) Customer’s use of the Service results in (or is reasonably likely to result in) damage to or material degradation of the Service which interferes with CHEQ’s  ability to provide access to the Service to other customers; provided that in the case of subsection (ii): (a) CHEQ shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, CHEQ shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (c) CHEQ shall reinstate Customer’s use of or access to the Service, as applicable, if Customer remediates the issue within thirty (30) days of receipt of such notice or within such longer period as CHEQ may reasonably determine based on the nature of the issue.  All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, and limitations of liability. For clarity, any services provided by CHEQ to Customer, including any assistance in exporting the Customer Data, shall be billable at CHEQ’s standard rates then in effect.
11. Confidentiality. Each party (as a “Receiving Party” hereunder) shall not disclose to any third party, any Confidential Information of the other party (as a “Disclosing Party” hereunder) provided to such Receiving Party in anticipation of, or in connection with the performance of this Agreement.  For avoidance of doubt, this includes Confidential Information provided to the Receiving Party prior to the Effective Date of this Agreement.  As used herein, the term “Confidential Information” refers to any and all financial, technical, commercial, or other information concerning the business and affairs of the Disclosing Party, including, without limitation, any cost or pricing information, contractual terms and conditions, marketing or distribution data, business methods or plans.  If Confidential Information is (a) provided as information fixed in tangible form or in writing (e.g., paper, disk or electronic mail), such shall be conspicuously designated as “Confidential” (or with some other similar legend) or (b) provided orally, such shall be identified as confidential at the time of disclosure and confirmed in writing within thirty (30) days of disclosure, unless a reasonable person would understand such information to be confidential based on its content.  Notwithstanding the above, CHEQ Confidential Information shall include the Deduce Services, Content and all pricing terms offered to Customer, and Customer Confidential Information shall include Customer Data. Confidential Information does not include information which (i) becomes generally available to the public other than as a result of a disclosure by the Receiving party, (ii) was available to a party on a non-confidential basis prior to its disclosure by the other party or in connection with the performance by such party of its obligations under this Agreement, or (iii) becomes lawfully available to a party on a non-confidential basis from an independent third party.  The Receiving Party will not use Confidential Information for any purpose other than carrying out its obligations as set forth in this Agreement and shall not disclose Confidential Information to any third party, without the prior written consent of the Disclosing Party and an agreement in writing from the third party that it will adhere to the confidentiality obligations imposed herein or to a written confidential agreement with terms no less protective of the Disclosing Party than the terms set forth herein ..  Each Receiving Party’s confidentiality obligations with respect to such Confidential Information, shall remain in effect for the term of this Agreement and for a period of three (3) years after the termination or expiration of this Agreement.
12. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
13. Miscellaneous. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement or to any Affiliate, and (ii) CHEQ may utilize subcontractors in the performance of its obligations hereunder. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.

 
Last Updated May 1^st, 2025