1. Access and Use
Subject to the terms and conditions of this Agreement, during the applicable License Term, CHEQ.AI hereby grants to Customer (i) a non-exclusive, non-transferable and non-sub licensable license for Customer to access and use the SaaS Product, solely for Customer’s internal use with Customer’s ordinary business operations and in accordance with the applicable Documentation. Customer may provide access to the SaaS Product to its and its Affiliates’ employees, contractors, and other individual users to access and use the SaaS Products on its behalf and for its internal business purposes in compliance with this Agreement, provided Customer is responsible for all such users’ actions that violate the terms of this Agreement, any breach by any such user is a breach by Customer, and no such user is an employee or contractor of a CHEQ.AI Competitor Customer agrees that its purchase of the Software is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by CHEQ.AI with respect to future functionality or features.
2. Services; License
Customer hereby undertakes to:
2.1 Subject to the terms and conditions of this Agreement, CHEQ shall provide Customer with services as specified in the Order Form (“Services”) through its proprietary technology as hosted on a third-party cloud service (the “CHEQ Platform”).
2.2 During the Term and subject to Customer’s compliance with the terms and conditions of this Agreement, CHEQ grants Customer a non-exclusive, non-transferable, non-sublicenseable, limited, revocable right for Customer employees, agents, representatives and contractors who are permitted access to the Services by CHEQ (“Authorized Users”) to access the CHEQ Platform, for Customer’s internal business use, on the sites or mobile applications for which the Services are to be provided, as agreed between the parties (the “Customer Sites”) according to CHEQ’s instructions and technical documentation that have been provided to the Customer in writing (“Documentation”).
2.3 CHEQ hereby warrants, represents and covenants that: (i) the CHEQ Platform does not infringe upon any third party’s rights, including but not limited to intellectual property rights and privacy rights; (ii) CHEQ has fully complied with any third-party licenses, permits and authorizations required in connection with such CHEQ Platform; (iii) the CHEQ Platform do not contain any viruses, worms, Trojan horses or other harmful or destructive code or content; (iv) the CHEQ Platform do not install any hidden components or bundle any additional software; and (v) CHEQ will comply with all applicable laws in its performance of this Agreement, including all applicable privacy laws and regulations.
3. USE RESTRICTIONS; CUSTOMER OBLIGATIONS.
As a condition of the license granted in this section, Customer shall not itself and shall not authorize or permit any third party to: (a) reverse engineer, decompile, decode, decrypt, disassemble, or attempt to derive any source code from the SaaS Product (except and only to the extent any foregoing restriction is prohibited by applicable law); (b) modify, adapt, or create any derivative works based on the SaaS Product; (c) distribute, sell, license, lease, transfer, or otherwise provide any SaaS Product to third parties except as expressly provided in this Agreement; (d) provide the SaaS Product as a service to unaffiliated third parties, including but not limited to on a service bureau, SaaS, or time-sharing basis; (e) unbundle any component of any SaaS Product; or (f) use the Documentation except for supporting Customer’s authorized use of the SaaS Product; or (g) violate the Acceptable Use Policy; or (h) employ or authorize a CHEQ.AI Competitor to use or view the SaaS Product or Documentation, or to provide management, hosting, support or similar services with regard to the SaaS Product without the prior written consent of cheq.ai. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of any SaaS Product and notify CHEQ.AI promptly of any such unauthorized access or use.
3.1 Customer’s Obligations
Customer hereby undertakes to:
3.1.1 provide CHEQ with the information reasonably requested by CHEQ and required by the CHEQ Platform in connection with each Customer Site and keep such information updated in relation to each Customer Site. If Customer does not provide any information reasonable requested by CHEQ within seven days of such written request, and such information is necessary in order to provide the Services in connection with the Customer Site, CHEQ shall be entitled to terminate the Services in connection with such Customer Site, provided that Customer shall not be charged any fees for such Customer Site;
3.1.2 use the CHEQ Platform, the Services, and all related software and Documentation in compliance with all applicable laws and regulations, including but not limited to applicable data security and privacy laws. Each party represents and warrants that no third party agreement prevents Customer from using the CHEQ Platform as contemplated hereunder;
3.1.3 manage and secure all login credentials used by Authorized Users in connection with their use of the CHEQ Platform and protect the same against unauthorized use or disclosure using reasonable standard in the industry.
4. Invoicing & Fees.
In consideration for the Services, Customer shall pay CHEQ the Fees set forth in the Order Form (“Fees“). Fees shall be invoiced and payable in accordance with the provisions of the Order Form, and if not stated in the Order Form, then Fees will be invoiced annually in advance, and each invoice shall be due and payable 30 days from receipt of the invoice. All payments not made when due, shall be subject to a late charge of 1.5% per month compounded annually. Payment of Fees shall be made by wire transfer to the account set forth in the Order Form, or such other account as may be designated by CHEQ from time to time. Unless otherwise stated in the applicable Order Form, the Fees are exclusive of VAT.
5. Intellectual Property Rights; Confidentiality
5.1 All intellectual property rights in the CHEQ Platform, Services, Documentation, and any part thereof, including any and all derivatives, changes and improvements thereof lie exclusively with CHEQ. Customer shall (i) not attempt to infiltrate, hack, reverse engineer, decompile, or disassemble the CHEQ Platform, Service or any part thereof for any purpose; (ii) not represent that it possesses any proprietary interest in CHEQ Platform, Service, Documentation or any part or derivative thereof; (iii) not directly or indirectly, take any action to contest CHEQ’s intellectual property rights or infringe them in any way; (iv) except as specifically permitted in writing by CHEQ, not use the name, trademarks, trade-names, and logos of CHEQ; (v) except as specifically permitted herein, not copy any part or content of the CHEQ Platform, reports or documentation other than for Customer’s own internal business purposes; (vi) not copy any features, functions or graphics of the CHEQ Platform or use it to build a competitive product or service; and (vii) not remove the copyright, trademark and other proprietary notices contained on or in CHEQ’s Platform, products, services or documentation. All intellectual property rights in the Customer Sites lie exclusively with Customer or its licensors. Customer shall take no action, directly or indirectly, to register CHEQ trademarks (or their variation), domain names, or copyrights in its own name and shall provide commercially reasonable assistance to CHEQ to prevent the occurrence of such activity by any third parties.
5.2 Customer hereby grants to CHEQ a non-exclusive, royalty-free, perpetual, worldwide license to use, reproduce, and prepare derivative works of all data provided to CHEQ in connection with this Agreement, to permit CHEQ to perform the Services to Customer as set forth in this Agreement, and to analyze the anonymized data obtained through use of the CHEQ Platform solely for its internal use in order to improve the CHEQ Platform, all subject to CHEQ’s compliance with applicable law and privacy regulations.
5.3 For the purposes hereof, “Confidential Information” means any proprietary or trade secret information disclosed by one party to the other which can be reasonably understood under the circumstances to be confidential, but excluding any information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of Receiving Party; (ii) the Receiving Party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the Disclosing Party; (iii) the Receiving Party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of this Agreement; (iv) the Receiving Party can demonstrate in its records to have independently developed, without breach of this Agreement and/or any use of or reference to the Confidential Information. The “Receiving Party” means the party receiving Confidential Information. The “Disclosing Party” means the party disclosing Confidential Information.
5.4 The Receiving Party agrees (i) not to disclose the Disclosing Party’s Confidential Information to any third parties other than to its directors, employees, advisors, or consultants (collectively, its “Representatives”) on a “need to know” basis and provided that such Representatives are bound by confidentiality obligations not less restrictive than those contained herein; (ii) not to use or reproduce any of the Disclosing Party’s Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement; (iii) to keep the Disclosing Party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care. Notwithstanding the foregoing, if the Receiving Party is required by legal process or applicable law, rule, or regulation to disclose any of the Disclosing Party’s Confidential Information, then prior to such disclosure, if legally allowed, Receiving Party will give prompt notice to the Disclosing Party so that it may seek a protective order or other appropriate relief. The confidentiality obligations hereunder shall expire three years from the date of termination or expiration of this Agreement and shall supersede any previous confidentiality undertakings between the parties.
6. Data Protection and Privacy.
The parties acknowledge that the Data Processing Addendum available at shall apply to the processing of personal data, as such term is defined in applicable laws, regulations, directives and certifications those relating to data protection and privacy (collectively “Data Protection Laws“), under this Agreement.
7. Disclaimer; Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR ANY BREACHES OF OR FOR LIABILITY ARISING OUT OF SECTIONs “RESTRICTIONS”, “CONFIDENTIALITY” OR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, OR CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF (UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STATUTE, TORT OR OTHERWISE) FOR: (a) ANY LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOST DATA, OR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES OR SUCH DAMAGES OR LOSSES WERE REASONABLY FORESEEABLE, OR (b) AN AMOUNT THAT EXCEEDS THE TOTAL FEES PAYABLE TO CHEQ.AI FOR THE RELEVANT SAAS PRODUCT, HARDWARE, OR SERVICE DURING THE TWELVE-MONTH PERIOD BEFORE THE EVENT GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SPECIFIED IN THIS AGREEMENT. MULTIPLE CLAIMS SHALL NOT EXPAND THE LIMITATIONS SPECIFIED IN THIS SECTION.
7.1 EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, CHEQ PROVIDES THE CHEQ PLATFORM, SERVICES, AND DOCUMENTATION TO CUSTOMER ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR REPRESENTATION OF ANY KIND, AND CHEQ EXPRESSLY DISCLAIMS ALL WARRANTIES – STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF BRANDABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. CHEQ FURTHER DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE CHEQ PLATFORM OR ANY RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
7.2 Customer acknowledges that the quality and accuracy of recommendations by the CHEQ Platform are dependent on the accuracy and completeness of the information provided. CUSTOMER ACKNOWLEDGES THAT CHEQ SHALL NOT BEAR ANY LIABILITY OR RESPONSIBILITY FOR FAULTS, ERRORS OR ERRONEOUS RECOMMENDATIONS PROVIDED ON THE BASIS OF UNTIMELY, INCOMPLETE, INACCURATE, FALSE OR MISLEADING INFORMATION PROVIDED BY CUSTOMER OR THE AUTHORIZED USERS.
7.3 EXCEPT FOR WILLFUL MISCONDUCT OR FRAUD, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO CHEQ DURING THE 12 MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA (INCLUDING END-USER INFORMATION), COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT CHEQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Term; Termination
8.1 This Agreement shall commence on the Effective Date and will continue for the period stated in the Order Form, or unless otherwise terminated in accordance with the terms of this Section 8 (the “Term“); thereafter the Agreement shall automatically renew for 12 month periods unless either party provides written notice of its desire to terminate to the other party at least 30 days prior to the expiry of the then applicable term unless otherwise terminated in accordance with the terms of this Section 8 (the “Term“).
8.2 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 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.
8.3 Upon termination of this Agreement, Customer will immediately cease use of the CHEQ Platform and any Service, each party shall return to the other party all of the other party’s Confidential Information in its possession and any outstanding Fees shall become due and payable. Sections 5, 7, 9 and 10 shall survive any expiration or termination of this Agreement.
All notices or other communications hereunder shall be in writing and given in person, by registered mail, by an overnight courier service which obtains a receipt to evidence delivery, or by facsimile or email transmission with written confirmation of receipt, addressed to the address set forth in the Order Form or to such other address as any party hereto may designate to the other in accordance with the aforesaid procedure. All notices and other communications delivered in person or by courier service shall be deemed to have been given upon delivery, those given by facsimile or email transmission shall be deemed given on the business day following transmission, and those sent by registered mail shall be deemed given three calendar days after posting.
This Agreement constitutes the entire agreement between CHEQ and Customer and supersedes any previous agreements or representations, either oral or written, with respect to the subject matter of this Agreement. CHEQ may change these terms from time to time, and such change will become effective upon the date in which it is posted on the CHEQ Platform. Customer is responsible for checking the website regularly for such changes. By continuing to access or use the Services Customer agrees to be bound by the revised terms. Customer shall not transfer or assign its rights or obligations under this Agreement to any third party, except to an affiliate or in the case of merger or sale of all or substantially all of the assigning party’s assets. Any purported assignment contrary to this section shall be void. If any part of this Agreement is declared invalid or unenforceable for any reason, such part shall be deemed modified to the extent necessary to make it valid and operative and in a manner most closely representing the intention of the parties, or if it cannot be so modified, then eliminated, and such elimination shall not affect the validity of any remaining portion, which shall remain in force and effect. Any failure by a party to insist upon or enforce performance by the other of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance. For Customers located in North America, this Agreement is governed by the laws of the State of New York, without regards to its conflict of laws principles, and any dispute arising from this Agreement shall be brought exclusively before the courts of New York. For Customers located outside North America, this Agreement is governed by the laws of the State of Israel, without regards to its conflict of laws principles, and any dispute arising from this Agreement shall be brought exclusively before the courts of Tel Aviv, Israel.
- In order to ensure that this website remains available to all users, we may monitor network traffic to identify unauthorized attempts to upload or change information, or to otherwise cause damage to the site. Anyone using this site expressly consents to such monitoring.
- Unauthorized attempts to modify, alter, deface, destroy or corrupt any information stored on this site or this system, to defeat or circumvent any security features, to probe, scan or test for vulnerabilities, to breach security or authentication measures, to forge CHEQ.AI headers, to install or attempt to install unauthorized software, to mount denial-of-service attacks, or to utilize this system for other than its intended purposes are expressly prohibited and may result in criminal prosecution.
- Any possible criminal activity will be reported, together with any evidence that may be gathered, to the appropriate authorities.
12. COPYRIGHT INFRINGEMENTS
CHEQ.AI care about ownership rights. If you think that, anything you see on the Sites or in the Services is copyrighted and being used without proper licensing, please notify us. If you think that, any kind of content you see on the Sites or in the Services infringes upon copyright you own or control, please notify us. You may be held liable for damages if you make substantial misrepresentations in a notification, so please be sure about the form of copyright infringement and contact your lawyer first before sending CHEQ.AI a notification.
CHEQ.AI own and retain all right, title, and (except as expressly licensed in this Agreement) interest in and to the SaaS Product and its derivative works. Customer is not obligated to provide CHEQ.AI with any suggestions or feedback about the products or services (“Feedback”). To the extent Customer does provide Feedback to CHEQ.AI, Customer assigns ownership of such Feedback to CHEQ.AI and CHEQ.AI may use and modify such Feedback without any restriction or payment.
Except as otherwise stated, you and any User may not do, and you shall not allow other Users to do, the following:
- sell, rent, lease, sublicense, gift, transfer, transmit, publish, or make available any portion of the Services to third parties, including but not limited to your affiliates;
- disable, bypass, or interfere with any part of the Services in any way to override restrictions, enable features, or change the way the Services are intended to work;
- systematically retrieve data or any kind of content from the Site or the Services to create or compile, directly or indirectly, a product, database, software, or directory without our prior permission;
- collect usernames or emails of Users for marketing purposes such as sending unsolicited emails;
- deceive, divert, or mislead us or Users of the Services with the purpose of obtaining sensitive account information or accessing Customer Data
- intentionally contact support with improper requests;
- intentionally submit false reports of misuse or misconduct;
- attempt to impersonate any User without permission for improper actions;
- copy any part of the content that comes with the Services to use elsewhere, other than for promoting the Services, without prior permission from us;
- try to access, derive, or extract any part of the source code of the Services and its components by reverse engineering, decompiling, decrypting, hacking, using special apps, or any other means;
- use any kind of automated software or hardware to access or monitor the Services for any reason;
- knowingly use methods or technologies that would impose unreasonable loads on the infrastructure that serves the Services;
- modify, translate or change any part of the Services without prior permission from us;
- copy or create any derivatives of the Services or Sites, or any part thereof;
- develop or use any technology to impede the Services;
- interfere with the integrity of the Services;
- override or attempt to override the authentication process of the Services;
- remove, modify, or conceal logos, trademarks, attributions, or other proprietary rights affixed to or provided within the Services or Sites or any third party we work with without our prior written approval;
- use or display logos, marks, and other attributions related to us or the Services other than promoting the Services without our prior written approval;
- use, copy, or imitate parts of the Services, or content within the Services or Sites, to develop a competing service or product;
- use the Services for any illegal purposes or in a way that would be unlawful;
- use the Services in a way that would be harmful to Users, Customers, or any third parties;
- use the Services for the purpose of unauthorized marketing activities;
- post disparaging, harmful, offensive, or fraudulent content that is open to the public that might harm us or other Users of the Services;
- try to hack, access, or obtain login credentials, accounts, or the content of Customers, individuals, or organizations;
- attempt to upload or transmit any harmful code such as viruses or Trojans to the Services or Sites that might interfere with, disrupt, alter, or modify the performance or integrity of the Services;
- Attempt to upload or transmit any material that acts as a passive or active information collector or transmitters, such as web bugs, cookies, or 1×1 gifs; or use the Services in any way that would be a breach of the Contract.
Customer agrees to be liable to us for any act listed above carried out by any User that would be a breach of the Terms of Service as if such acts or breaches were done by the Customer.