T&C

Annex A

Terms and Conditions

These Terms and Conditions (“Terms”) together with the Order Form to which they are attached and including any appendixes and annexes attached herein shall (collectively the “Agreement”) form a binding agreement between Mrkter Technologies L.B.O Ltd., operating under the branded name Payouts.com, and its Affiliates, as defined below (collectively “Company”) and the customer as identified under the Order Form, or any individual accepting these Terms and Conditions or using the Platform and Service (as defined below) on behalf of and under the authorization of a legal entity (“Customer”). In these Terms, “Affilates” shall mean. In respect of Mrkter Technologies L.B.O. Ltd, any entity in respect of which it or its’ ultimate holding company: (i) owns (directly or indirectly) more than fifty (50) percent of the voting rights or issued share capital; or (ii) can ensure that the activities and business of that entity are conducted in accordance with its wishes.

If the Customer is entering into this Agreement on behalf of a company or other legal entity, the Customer represents that the Customer has the authority to bind such entity to the terms and conditions of this Agreement and that it is at least 18-years old. If the Customer does not have such authority the Customer shall not enter this Agreement

This Agreement may only be amended by an instrument in writing duly signed by each party

1. 1. The Services
2. 1. 1.1. The Services.  The Company provides a SaaS-based Vendor Relationship Management (VRM) platform (‘Platform”) designed to enable enterprises to manage their finance operations. The Platform offers streamlined vendor management, automated invoice processing, global tax compliance, real-time financial data integration, multi-currency support, ERP and tracking system integrations together with the facilitation of a payment solutions with third-party financial payment service providers (“PSP” or “Third Party PSP”), allowing the Company to offer a range of payment options as set forth in the IO attached (“Services”). The Company shall remain fully liable and responsible for any acts, omissions, or breaches of any PSPs in connection with the Services provided under this Agreement. In addition, to the PSP, the Company also integrates and offers third party services and solutions such as bank account verification tools, gift card providers, tax calculation tools, etc., all as listed in our third-party service providers’ list available here (“Third Party Service Providers”). This list may change from time to time, therefore we recommend the Customer will review it periodically. Any services provided to the Customer any Third Party Service Provider is subject to the terms and conditions of such Third Party Service Provider which can also be found at our third-party service providers’ list available at: [add the URL and the list therein]. In the event of any conflict between these Terms and the terms and conditions of any Third Party Service Provider, the terms of the Third Party Service Provider shall prevail to the extent that they are more onerous to the Customer (e.g. in relation to limitation of liability). Customer agrees that the Company has no liability to Customer in respect of any services provided by Third Party Service Providers. The Company is not responsible for and does not provide any warranties regarding third party applications, products, or services (including the PSP and the Third Party Service Providers) for whom Customer enters into a direct agreement with, or their security, functionality, or availability.
   2. 1.2. License to the Services. Subject to Customer’s full compliance with this Agreement, for so long as this Agreement is in force, and unless otherwise agreed in writing between Customer and the Company, the Company grants the Customer a limited, worldwide, non-exclusive, non-assignable, not-tradeable, non-sub-licensablelicense to access the Platform and use the Services, all solely for Customer’s internal business purposes, in accordance with this Agreement. Except as stated above, no other rights in the Services are granted.
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   1. 1.3. Use Restrictions. Customer may not and shall not permit any Authorised User (as defined below)  to (i) copy, modify, distribute, publicly display, transfer or create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile, disassemble or reproduce the Services, or any parts thereof, for any purpose, (ii) remove or delete any and all copyright notices, restrictions and signs indicating  proprietary rights of the Company and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Services, (iii) create a browser or border environment around the Services, link, including in-line linking, to elements on the Services, such as images, posters and videos, and/or frame or mirror any part thereof or use the Services as a services bureau; (iv) transmit, distribute, display or otherwise make available through or in connection with the Services any content, including any Customer Data (as defined below), in a manner which infringes third party rights, including intellectual property rights and privacy rights, or which may contain any unlawful content; (v) transmit or otherwise make available in connection with use of the Services any malware or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (vi) interfere with or disrupt the operation of the Services, or the servers or networks that host them or make the Services available; (vii) use the Services for and/or in connection with any form of spam, unsolicited mail or similar conduct; (viii) access and/or use any Services and/or the Content in order to build a competitive product or service; (ix) publish or disclose to any third party any technical features, quality, performance or benchmark test, or comparative analyses relating to the Services; (x) bypass any measures which are used to prevent, control or restrict access to the Services and/or certain functionalities therein; (xi) infringe or violate any of the terms and conditions of these Terms and Conditions. Customer hereby agrees that upon Company’s request, Customer will immediately return and purge from its systems all materials and copies of the same, collected, created or used in breach of this Agreement.
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   1. 1.4. Modification to the Services. The Company may continuously update its Services with new capabilities or offerings or replace or discontinue some of the capabilities with others provided that no such changes will result in less protection, performance, or functionality of the Services; nor will any such change impose any different or new obligations on the Customer. Notwithstanding the above, the Services may contain features designed to interoperate with third party software applications. The Company cannot guarantee the continued availability of such service features and may cease providing them, including, without limitation, where the provider of a third-party application ceases to make the application available for interoperation with the corresponding Service features. In such an event, the Customer shall have the right, in its sole discretion, to terminate this Agreement and receive a full refund of any prepaid fees. Where Customer permits an integration to third party software applications, Customer thereby grants the Company access to all information made available through the integration, to the extent required for Company to provide the Services to the Customer. All such information shall be deemed Customer’s Confidential Information.
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7. 1.5 Suspension/Discontinuance  of Services. The Company may at any time suspend or permanently discontinue the performance of any or all of the Services without any liability to the Customer if it has reasonable ground to believe that the continued performance of the Services would contravene any applicable law, regulation  or other legal restriction.
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10. 2. Account
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    1. 2.1. Account Registration. In order to use the Services, Customer must register and open an account through the Platform (“Account”). To finalize the Account registration, the Company may require certain information which will include Customer name, e-mail, organization, and password. The Company may allow Customer to invite individuals from its organization or affiliated companies to use the Services as users under Customer’s Account (“Authorized Users”). Any access provided to the Authorized Users shall be solely for a business purpose. Unless otherwise permitted by the Company or unless stated otherwise by the Company, the Customer shall not exceed the number of Authorized Users purchased under the applicable Order Form. Customer assumes full responsibility for the use of its login credentials, its Authorized Users’ compliance with this Agreement, and for the accuracy of all data submitted to the Service.
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    1. 2.2. Account Security. Customer is solely responsible for maintaining the confidentiality of the login credentials (e-mail and password or any other access method implemented by the Company) of Customer’s Account and for all activities that occur under the Account. The Company reserves the right to temporarily suspend  Customer’s Account if it determines that Customer or its Authorized Users are using the Customer’s Account in a manner that violates this Agreement. Each Authorized User must have their own login, and Customer and Authorized Users shall not share login credentials with any person or third party. Customer shall notify the Company if (1) any Authorized User is no longer authorized to use the Services so that the Company can cancel their credentials, and (2) any credentials may have been compromised.
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    1. 2.3. User Updates. If Customer wishes to modify its Account information, it may do so through the Account settings or by contacting the Company’s support team available at [email protected]. Customer is solely responsible to ensure the information provided through the Account is accurate and complete, including the Transaction Data and Payee Data (as defined below).
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16. 3. Intellectual Property Rights
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    1. 3.1. Intellectual Property. Any proprietary and intellectual property rights in and to the Services including any content thereof, such as logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof (“Content”) and related materials, trademarks, trade names, copyrightable materials, designs, “look and feel”, all whether or not registered and/or capable of being registered, (all subject to, and excluding any Customer Materials as defined below), , are owned and/or licensed to the Company or its affiliates or licensors and are subject to copyright and other applicable intellectual property rights under federal and state United States law, foreign laws and international conventions. Notwithstanding anything to the contrary, the Customer (and/or its licensors) is and shall be the exclusive owner of all right, title, and interest (including without limitation all intellectual property rights) in and to: (a) its Confidential Information; (b) the Customer Data (defined below) and any other information, materials and content entered, uploaded, or imported into the Services by or on behalf of the Customer or its Authorized Users, transmitted through the Services by or on behalf of the Customer or its Authorized Users, or otherwise ‘pulled’ into the Service via Company’s integrations; and (c) any derivative works, modifications, adaptations, improvements, and/or enhancements (regardless of inventorship or authorship) to/of any of the foregoing (collectively “Customer Materials“).
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    1. 3.2. Feedback. In the event that the Customer or the Authorized Users provide the Company with any suggestions, comments or other feedback relating to the Services (collectively, “Feedback”), such Feedback is provided on an “As Is” basis. . Company may use such Feedback without restriction. Feedback shall not be deemed to include or extend to any Customer Materials included or embodied in such Feedback. The Company has no obligation to compensate or credit Customer or the individual providing such Feedback.
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21. 4. Data, Security and Accuracy
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    1. 4.1. Customer Data. Through the provision of the Services, Customer and its Authorized Users may provide certain data, including the payee information, vendor contact information and transaction information as initiated by the Customer, and receive certain information automatically generated by the Services or from the Third Party Service Providers or the PSP (collectively the “Customer Data”). Customer owns the Customer Data and Customer hereby represents and warrants that it has the full right, permissions, and consents to make the Customer Data available to the Company through the Services.  As between Company and Customer, all Customer Data collected from or on behalf of the Customer is owned by Customer. Customer shall obtain, or cause others to provide, correct and complete information as required by Company and shall immediately notify the Company of any incorrect information, payment instruction or other information provided to the Company. Customer is responsible for all liability arising out of incorrect or incomplete information or other information provided to the Company. Without limiting Customer’s responsibility, the Third Party PSP and the Third Party Service Providers may confirm the information directly from the Customer or otherwise.
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    1. 4.2. Use of Customer Data. Except as otherwise provided in this Agreement, the Company shall use Customer Data solely to provide  the Services, comply with applicable law, and to conduct compliance check and KYC processes. Subject to the Customer’s prior written approval, the Company may send emails or other communication to payees and vendors on behalf of Customer to provide the Services, or as required by applicable law. The Third Party PSP or Third Party Service Providers may require additional information which the Customer is obligated to provide it in order to receive the applicable service. The Company is the processor of any Customer Data as well as any other Personal data provided to the Company or otherwise processed by the Company on behalf of the Customer and shall process it in compliance with any data processing agreement executed by the parties (or their affiliates) (“DPA”) and any restrictions or obligations included in Company’s privacy policy available here
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    1. 4.3. Company Data. The Company is the controller of registration information, Customer and Authorized Users’ contact information (“Contact Information”) and may, directly or through third party measurement tools, collect and use certain analytic, statistic, measurement and telemetry data relating to the use of the Services, including the click stream data, duration, errors that occur, logs, as well as access logs (“Usage Data”), provided such Usage Data is fully anonymized such that it cannot be used (either alone or together with other data or information) to identify the Customer, its Authorized Users, or any individual. . The Company’s use of Personal Data is subject to the Company’s privacy policy available at https://payouts.com/privacy-policy/
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    1. 4.4. Sharing Data. B To the extent necessary to provide the Services to the Customer during the term of this Agreement, and to the minimum extent required, and subject to the Customer’s prior written approval, both Customer or Company may share Customer Data with the applicable Third Party PSP and the Third Party Service Providers which process the Personal Data as independent controllers, or processors, as applicable, and as detailed under such providers’ data processing agreement or privacy policies, which will be displayed and accepted by Customer separately to this Agreement.
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30. 5. Trial Subscription
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1. 1. 5.1. The Company may make the Services (or any part of it) available to Customers for the purpose of evaluating the Services for reduced fees or free of charge (“Trial Subscription”). The term of the Trial Subscription shall commence upon Customer’s first access to the Services and continue until the earlier of (a) the end of the applicable Trial Subscription period agreed by the parties, (b) the start date of any subscription to the Services that Customer purchases pursuant to an Order Form, or (c) termination of the Trial Subscription by the Company for any reason, or for no reason at all, by sending Customer a termination notice with immediate effect.
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   1. 5.2. The Trial Subscription is provided by the Company “as is” for limited evaluation and testing purposes only, and the Company does not warrant that the Trial Subscription will operate without error or interruption. The Company specifically disclaims all warranties, express or implied, including the implied warranties of merchantability, noninfringement, title, quality, accuracy, and fitness for a particular purpose. To the extent permitted by law, the Company disclaims all implied warranties and representations, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose and non-infringement. Customer assumes all risks and all costs associated with its use of the Trial Subscription. Customer’s sole and exclusive remedy in case of any dissatisfaction or the Company’s breach of the Agreement with respect to such Trial Subscription is termination of the Trial Subscription. Any obligations on behalf of the Company to indemnify, defend, or hold harmless under this Agreement are not applicable to Customers using Trial Subscription.
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4. 6. Order Form; Fees
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   1. 6.1. Order Form. The mutually signed Order Form to which these Terms and Conditions are attached specifies and includes, among others, the fees payable in consideration for Customer’s access to the Services (“Fees”), the scope of the Services, subscription plan and term, additional payment, and billing terms. An Order Form shall be duly signed by each party. The Fees are exclusive of taxes, levies, duties, or similar governmental assessments of any kind (excluding taxes based on Company’s income); Customer shall be responsible for paying any and all such taxes.
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   1. 6.2. Late fees. If Customer fails to make any undisputed payment when due, then, in addition to all other remedies that may be available, the Company may collect interest compounded daily commencing on the date such payments become due, using a monthly rate of 1.5% or the highest rate permitted by law (whichever is lower). Any payment or part of a payment that is not paid by Customer to the Company when due shall constitute sufficient cause for the Company to suspend its performance hereunder and terminate this Agreement, provided that a thirty (30) day prior written notice was provided and the Customer did not cure or dispute in good faith the alleged default within such period. Except to the extent otherwise expressly stated in this Agreement or in an Order Form, all obligations to pay Fees are non-cancelable, and all payments are non-refundable. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by the Company regarding future functionality or features.
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   1. 6.3. Renewal. Each Order Form and the Agreement will only renew upon a mutually signed written extension. The Company may not modify the Fees or applicable pricing for the Services without the Customer’s written consent..
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11. 7. Confidentiality
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13. Either party (“Disclosing Party”) may disclose or make available to the other party (“Receiving Party”) certain confidential information regarding its technology, operations, customers and business (“Confidential Information”). The Customer’s Confidential Information shall include, without limitation, the Customer Data. Receiving Party agrees to use  reasonable industry measures to protect the confidentiality and not disclose the Confidential Information to any third party or use any Confidential Information except as required in the scope of this Agreement. Other than any Personal Data, Confidential Information shall not include information that Receiving Party can show by written evidence (a) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions. Receiving Party shall not be prevented from disclosing Confidential Information pursuant to a binding court order or similar binding legal requirement for disclosure, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperate in order to minimize such requirement. Receiving Party shall restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and who are bound by written confidentiality obligations no less restrictive than those set out herein. Receiving Party shall in any event remain liable for any actions or omissions performed by its employees and service providers, as if performed by Receiving Party. Upon termination or expiration of this agreement for any reason or upon Disclosing Party’s written request, the Customer shall return or permanently destroy all Customer Data in its possession or control (and shall ensure that its subcontractors and Third Party Providers do the same) . This section shall survive termination and shall stay in full force and effect for 10 years following the termination or expiration of the Agreement.
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16. 8. Availability
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18. The availability and functionality of the Services depend on various factors, such as communication networks, software, hardware, and the Company’s service providers and contractors. While the Company uses commercially reasonable efforts to maintain service availability, it cannot guarantee that the Services will operate in an uninterrupted or error-free manner. The Company performs service maintenance and uses commercially reasonable efforts to schedule system downtime during off-peak hours and to avoid service interruptions and delays. The Company will use commercially reasonable efforts to notify Customer in advance of any scheduled downtime. The Service Level requirements, commitments and obligations are all detailed in Annex 1 (Service Levels) attached here and forming an integral part of these Terms.
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20. 9. Warranties
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    1. 9.1. General Warranties. Each party represents and warrants as of the Effective Date (as defined below) that: (1) it has the full corporate right, power and authority to enter into this Agreement; (2) the execution of this Agreement and performance of its obligations under this Agreement does not violate any other agreement to which it is a party; and (3) the individual executing this Agreement on behalf of a party has authority to bind such party to this Agreement and the performance hereof. The Company represents and warrants to the best of its knowledge that, as of the Effective Date (as defined below), the Services are not the subject of any claims of intellectual property infringement from a third party.
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    1. 9.2. Customer Warranties. Customer represents and warrants that during the term of this Agreement: (1) it will use the Services only for its internal business purposes and not for personal, family, or household purposes; (2) it will use the Service and will conduct its business affairs in compliance with any applicable laws and in compliance with any Third Party Service Provider or PSP terms, agreements and requirements. Customer shall promptly notify the Company if, in any jurisdiction in which it transacts, it becomes subject to any banking, money transmission, or payment services laws or has been contacted by any government agency or regulator regarding its movement of funds. Customer further represents and warrants that all forms, due diligence questionnaires, and correspondence provided by Customer in association with this Agreement or the use of the Services, including but not limited to the KYC Process, and any updates to any of the foregoing, are complete and accurate. Customer shall provide the Company with prompt written notice of any changes to the information provided to the Company.
       
       
23. 1. 9.3. Company Warranties. The Company represents and warrants, during the term of this Agreement: (a) to the best of its knowledge that, as of the Effective Date, the Services are not the subject of any claims of intellectual property infringement from a third party; (b) Company and the Services comply with all applicable laws and regulations; (c) the Services do not and will not infringe, misappropriate, or violate any rights (including, without limitation, any intellectual property rights or privacy rights) of any third party; (d) the Services shall not contain any material defect and shall conform to all specifications and descriptions set forth in any documentation provided to the Customer; and (e) the Services shall not contain any viruses, worms, backdoors or similar harmful software.
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25. 10. Disclaimer of Warranties
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27. EXCEPT AS EXPLICITLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE  OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AND THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OR OPERATION OF THE SERVICES (OR ANY PART THEREOF). EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE COMPANY DOES NOT WARRANT, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION THAT THE SERVICES ARE COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF CUSTOMER’S CONTEMPLATED ACTIVITIES, SOFTWARE OR TOOLS. THE COMPANY IS NOT, NOR WILL BE, A PARTY TO ANY THIRD PARTY SERVICES NOR LIABLE UNDER ANY THIRD PARTY AGREEMENT EXECUTED THROUGH THE SERVICES OR RESPONSIBLE FOR THE PERFORMANCE OF SUCH THIRD PARTY PSP AND THIRD PARTY SERVICE PROVIDERS’ SERVICES.
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29. 11. Indemnification
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    1. 11.1. Company Indemnification. The Company shall defend Customer from and against any claim by a third party arising out of, resulting from, or alleging that the (a) the Services, when used as authorized under this Agreement, infringe or misappropriate such third party’s trademark, patent, copyright, or trade secret (an “Infringement Claim”); (b) Company’s (or its subcontractor’s) failure to comply with its obligations under this Agreement except where such failure results from the inability of the Company to perform its obligations due to legal restrictions, illegality or any failure by the Customer to meet any of its obligations under this agreement; (c) any grossly negligent or willful acts (including, but not limited to, fraud) or omissions of Company or its subcontractors; (d) breach of the DPA or of Company’s  confidentiality obligations  . The Company shall indemnify and hold Customer harmless from any damages and costs finally awarded by a court of competent jurisdiction or agreed to in a settlement by the Company (including reasonable attorneys’ fees). The foregoing shall not apply for Infringement Claims arising from: (i) modification of the Services (or any portion thereof) by Customer; (ii) Customer improperly accessing or using the Services, in a manner other than as specified in the documentation provided by the Company; (iii) Customer’s integration and or the combination of the Services (or any portion thereof), with any third party product or component, to the extent that the infringement would not have occurred but for such integration or combination; or (iv) Customer’s failure to implement any updates, upgrades and new versions to the Services (or any portion thereof) provided by the Company within a commercially reasonable time period, to the extent that the infringement would not have occurred but for such failure of Customer.
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    1. 11.2. Customer Indemnification. Customer shall defend, indemnify and hold harmless the Company and its affiliates, and their respective directors, officers and employees from any claims, demands, actions, or causes of actions brought against Company by an unaffiliated third-party (“Customer Indemnification Claim”), and any liability, damages, losses, and costs (including reasonable attorneys’ fees) finally awarded against Company (or agreed to in settlement by Customer) under such Customer Indemnification Claim, to the extent that the Customer Indemnification Claim arises out of or results from: (i) Customer’s or Authorized Users’ failure to comply with their obligations under this Agreement; and (ii)  any grossly negligent or willful acts (including, but not limited to, fraud) or omissions of Customer and its Authorized Users.
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    1. 11.3. Indemnification Procedure. The indemnified party will: (a) provide prompt written notice of the claim and give the indemnifying party sole control over the defense and settlement of the claim (subject to the restrictions below); and (b) provide the indemnifying party its full and timely cooperation. The indemnifying party shall have the right, at its own cost, to defend against any such claim with a counsel of its own choosing and to settle and/or compromise such claim as it deems appropriate provided that it will not enter into any settlement which does not fully relieve the indemnified party of all liability or that otherwise requires the indemnified party to admit any wrongdoing, or imposes any obligation on the indemnified party,  without the indemnified party’s written consent.
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34. 12. Limitation of Liability
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    1. 12.1. Nothing in this Agreement shall limit or exclude the liability of the Company or the Customer for (i) any matter in respect of which it would be unlawful to exclude or restrict liability; (ii) fraud; (iii) willful misconduct;  (iv) deliberate default; or (v) Company’s liability under the DPA or breach of confidentiality (the “Liability Exclusions“).
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    1. 12.2. Except with respect to the Liability Exclusions, neither the Company nor the Customer shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any (i) loss of profit, sales, revenue, or business (ii) loss of anticipated savings; (iii) loss of or damage to goodwill; (iv) loss of agreements or contracts; (v) loss of use or corruption of software, data or information; (vi) any loss arising out of the lawful termination of this agreement or any decision not to renew its term, or (ii) any loss that is an indirect or secondary consequence of any act or omission of the party in question.
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    1. 12.3. The total liability of either party to the other in respect of all other loss or damage arising under or in connection with this Agreement (excluding with respect to the Liability Exclusions whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances, exceed the aggregate fees paid by the Customer to the Company in the 12 month period prior to the date of the event that gives rise to the liability of either party to the other, and if no fees were charged, then a party’s liability shall not exceed US$1000.
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    1. 12.4. Other than with respect to the Liability Exclusions, unless a party notifies the other party that it intends to make a claim in respect of an event within the notice period, the other party shall have no liability for that event. The notice period for an event shall start on the day on which the party wishing to make a claim became, or ought reasonably to have become, aware of the event having occurred and shall expire 36 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
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40. 13. Term and Termination
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    1. 13.1. Term. This Agreement is effective as from the Effective Date of an applicable Order Form until terminated as described in this section 13. Unless otherwise specified in the Order Form, (i) each Order Form will have a term of twelve (12) months (an “Initial Term”) beginning on the date on which the Platform is made available to Customer and Customer writtenly acknowledges notice from the Company to the Customer that the Platform is available for use by the Customer . (the “Effective Date”); and (ii) unless terminated earlier in accordance with these Terms and Conditions or the Order Form , after the Initial Term, such Order Form shall only be renewed through a mutually signed written instrument (each a “Renewal Term”, and together with the Initial Term, the “Term“).
    2. 13.2. Termination for Breach. Either party shall have the right to terminate this Agreement in the event that the other party is in breach of this Agreement, and such breach is not cured within thirty (30) days of being provided with written notice and an opportunity to cure. Either party may immediately terminate this Agreement if the other party is dissolved or liquidated, becomes insolvent or unable to pay debts as they mature, or ceases to so pay, or makes an assignment for the benefit of creditors.
    3. 13.3. The Company shall have the right to terminate this Agreement immediately if it has reasonable ground to believe that the continued performance of the Services contemplated by this Agreement would breach any applicable law, regulation or other legal restriction.
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    1. 13.4. Termination of Trial Subscription. If Customer does not have a paid subscription to the Services, the Company may suspend, limit, or terminate the Services and this Agreement for any reason at any time without notice.
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    1. 13.5. Effect of Termination. Upon termination of this Agreement by either party , (i) all subscriptions, rights and licenses granted herein, and all Services provided by the Company hereunder shall terminate immediately; (ii) each party shall return to the other party or destroy all Confidential Information in its possession, custody, or control; (iii) Customer shall remit in full all payments due to the Company, accruing prior to the date thereof, according to this Agreement and all Order Forms unless the Customer terminates the Agreement for cause, in which case Company shall provide the Customer with a refund for all prepaid fees for services not rendered prior to such termination; and (iv) Company shall provide Customer with a refund for any pre-paid but unutilized fees. Sections in this Agreement which are either expressed to survive or which are by implication intended to survive termination or expiry of this Agreement shall continue to survive notwithstanding termination or expiry of this Agreement.
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46. 14. General
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    1. 14.1. Relationship of the Parties. This Agreement does not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto.
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    1. 14.2. Governing Law and Jurisdiction. The parties expressly agree that this Agreement will be governed by the laws of the Applicable Jurisdiction without regard to its choice of law or conflicts of law principles. The Parties expressly consent to the exclusive jurisdiction and venue in the courts in the Applicable Jurisdiction, except that temporary relief to enjoin infringement of Intellectual Property rights may be sought in any court. “Applicable Jurisdiction” shall mean Tel-Aviv, Israel, if Customer’s entity is organized under the laws of the State of Israel; or (ii) New York, NY, USA if Customer’s entity is organized elsewhere.
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    1. 14.3. Assignment. Neither party may assign, sublicense, or otherwise transfer any or all of its rights or obligations under this Agreement without the other party’s prior written consent; provided, however, that either party  may assign this Agreement in its entirety (including all Order Forms), without such consent to its wholly owned affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
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    1. 14.4. Marketing Permission. Subject to Customer’s prior written approval in each instance, Customer grants the Company the right to use its company name and logo as a reference for marketing or promotional purposes on the Company’s website and in other public or private publications or presentations with its existing or potential customers and investors, subject to Customer’s standard trademark usage guidelines as may be made available to the Company by Customer. Where such approval is granted, Customer may revoke said right by providing written notice to the Company at [email protected].
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    1. 14.5. Severability. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.
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    1. 14.6. No Waiver. No waiver by either party of any breach or default here under will be deemed to be a waiver of any preceding or subsequent breach or default.
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    1. 14.7. Notices. Customer acknowledges that notices provided by the Company in connection with this Agreement shall be provided as follows: via the Services, including by sending you notices through the Services, e-mail, phone or first class, airmail, or overnight courier. Customer further confirms that an electronic notification satisfies any applicable legal notification requirements, including that such notification will be in writing. Any notice to either party will be deemed delivered the earlier of (a) receipt; or (b) 24 hours of delivery. The Company shall use Customer’s contact details that it has in its records in connection with providing Customer’s notices. Notices to the Company shall be sent to support@payouts.com or sent to HaSadnaot 10, Herzliya, Israel.
54. 
    
    1. 14.8. Electronic Agreement. Without limitation, Customer agrees that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.