תנאי שירות

כתב ויתור: מסמך זה הוא תרגום של הגרסה המקורית באנגלית ומסופק למטרות עיון בלבד. במקרה של סתירה או אי-התאמה בין תרגום זה לבין הגרסה באנגלית, הגרסה באנגלית תגבר. לתרגום זה אין כל תוקף משפטי, ואין להסתמך עליו כמסמך מחייב מבחינה משפטית.

Disclaimer: This document is a translation of the original English version and is provided for reference purposes only. In the event of any discrepancies or inconsistencies between this translation and the English version, the English version shall prevail. This translation does not have any legal value and should not be relied upon as a legally binding document.

הצג את הגרסה באנגלית

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A BINDING ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER (SECTION 24), A DISCLAIMER OF ALL WARRANTIES (SECTION 16), A LIMITATION OF OUR LIABILITY (SECTION 17), AND YOUR OBLIGATION TO INDEMNIFY US (SECTION 18). THE SERVICES PROVIDE RESEARCH, LISTINGS, DATA, SIGNALS AND OTHER INFORMATION ONLY. THEY ARE NOT ADVICE, NOT A GUARANTEE AND NOT A DECISION. YOU MUST INDEPENDENTLY VERIFY ANY OUTPUT AGAINST ORIGINAL AND OFFICIAL SOURCES BEFORE YOU TAKE ANY ACTION OR MAKE ANY DECISION. YOU, NOT NOXTICA, ARE RESPONSIBLE FOR YOUR USE OF THE SERVICES AND FOR EVERY DECISION YOU MAKE.

Nothing in these Terms limits any right that you have under applicable law and that cannot be waived or limited by contract. Every provision of these Terms applies to the maximum extent permitted by applicable law, whether or not that phrase is repeated in the provision (see Section 26).

1. Agreement to These Terms

1.1 These Terms of Service (the “Terms”) form a binding agreement between you and Noxart Games Co. They govern your access to and use of the Services (defined below).

1.2 You accept these Terms when you do any of the following: (a) tick a box, click a button or take any similar action that indicates acceptance; (b) sign or accept an Order Form that references these Terms; (c) create an account; or (d) access or use any part of the Services. If you do not agree to these Terms, you must not access or use the Services.

1.3 If you accept these Terms on behalf of a company, organisation or other legal entity, you represent and warrant that you have the authority to bind that entity, and “you”, “your” and “Customer” refer to that entity. If you do not have that authority, you must not accept these Terms or use the Services.

1.4 Business use only. The Services are offered only to businesses, organisations and individuals acting for purposes relating to their trade, business, craft or profession. They are not offered to consumers. By accepting these Terms you confirm that you are not acting as a consumer. Individuals who interact with the Services only as an End User of a Customer (for example, a person who completes an identity verification on a Customer’s behalf, or a visitor to a Customer’s website) are not parties to these Terms; their rights are described in our Privacy Policy and in the notices that the relevant Customer gives them.

1.5 You must be at least 18 years old, or the age of majority where you live if that is higher, to accept these Terms.

1.6 The following documents are incorporated into these Terms by reference and form part of the Agreement: the Acceptable Use Policy, the Disclaimer, the Data Processing Addendum (where it applies under Section 11), the Privacy Policy (for information only, as it describes our processing as a controller), the Cookie Policy, the Subprocessors list, our published pricing, and any Order Form. Together with these Terms they are the “Agreement”.

2. Definitions

In the Agreement:

“Noxtica”, “Noxart Games”, “we”, “us” and “our” mean Noxart Games Co., a corporation incorporated under the laws of the State of Delaware, United States, which operates the Noxtica platform and the noxtica.com website.
“Services” means all products, features and services that we make available, including the noxtica.com website, the demo, the hosted APIs, the client and server SDKs, the collector scripts, the Backoffice dashboard, the hosted identity, business and merchant verification flows (KYC, KYB and KYM), device fingerprinting, bot, fraud and risk detection, application performance and real-user monitoring, session replay, AI Features, documentation, sample code and any related software, data and support.
“Customer Data” means data, including personal data, that you or your End Users submit to the Services, or that the Services collect on your behalf from your websites, applications, systems or End Users.
“Output” means any result, score, signal, label, classification, verdict, match, listing, report, recommendation, alert, summary, answer, insight, analytics, generated content or other information that the Services produce or display, including AI Output.
“AI Features” means any feature of the Services that uses machine learning, large language models, agents or other artificial intelligence, including assistants, chat interfaces, summarisation, review aids, classification and automated agents. “AI Output” means Output produced by AI Features.
“Third-Party Services” means any product, service, network, data source, model, list, registry or content that is provided by a person other than us, including infrastructure and hosting providers (such as Cloudflare), AI model providers, payment service providers, identity and document data sources, sanctions, politically exposed person and watch-list sources, telecommunications networks, browsers, operating systems and app stores.
“End User” means an individual who interacts with your websites, applications or verification flows in which the Services are deployed, or whose data is otherwise included in Customer Data.
“Authorized User” means an individual whom you allow to use the Services under your account.
“Order Form” means an ordering document, online checkout, plan selection or similar record that we accept and that references these Terms.
“Beta Features” means any feature, model, product or documentation labelled or described as alpha, beta, preview, early access, experimental, pilot, trial, evaluation, “labs” or similar, or that is not generally available.
“Applicable Law” means all laws, regulations, rules, regulatory guidance, court orders and industry rules that apply to a party or to the relevant activity.
“including” and similar words mean “including without limitation”.

3. The Services

3.1 What the Services are. The Services are technology tools that collect and analyse technical, device, behavioural, document and other signals and that return Output. The Services also include listings, research, data compilations and informational content.

3.2 Research, listings and informational signals only. All Output is provided for research and informational purposes only. Output is an automated, probabilistic signal produced from data that may be incomplete, outdated, inaccurate or manipulated. Output is not:

legal, regulatory, compliance, financial, investment, tax, accounting, credit, insurance, employment, security, identity or other professional advice;
a statement of fact, a certification, an attestation, an audit or an opinion;
a guarantee that any person, device, document, business, transaction or session is or is not genuine, human, fraudulent, sanctioned, risky, eligible or safe; or
a decision. Every decision is yours.

3.3 Independent verification. Before you take any action or make any decision that relies on, or is influenced by, any Output or any content of the Services, you must independently verify the relevant information against original, primary and official sources (for example, the issuing authority of a document, the official sanctions lists published by the relevant governments, official company registries and the original publisher of any data). You must not take any action or make any decision on the basis of Output alone.

3.4 Human review of adverse decisions. You must ensure that a suitably qualified human reviews and is accountable for every decision that produces legal effects concerning, or similarly significantly affects, any individual or business (for example, refusing an account, a transaction, a payment, access, a job, credit, housing, insurance or any service), and that the affected person can obtain an explanation, express their point of view and contest the decision where Applicable Law requires.

3.5 Probabilistic technology. You acknowledge that device fingerprinting, bot detection, fraud and risk scoring, identity, document, liveness and face matching, business and merchant verification, sanctions and watch-list screening, monitoring and AI Features are probabilistic. They will produce false positives and false negatives. They can be evaded, spoofed and manipulated. Their accuracy varies by device, browser, network, document type, country, population, lighting, image quality and many other factors. Any accuracy, detection, coverage or performance figure we publish or mention is an estimate measured under particular conditions and is not a promise about your results.

3.6 Not a regulated service. Unless we expressly agree otherwise in a signed Order Form: (a) we are not a bank, payment institution, money services business, credit institution, consumer reporting agency, credit bureau, background-check provider, trust service provider, qualified electronic identification scheme, law firm or regulated identity provider; (b) we do not perform any regulated activity on your behalf; and (c) using the Services does not transfer, outsource or discharge any obligation that you have under Applicable Law, including any anti-money-laundering, counter-terrorist-financing, sanctions, know-your-customer, customer-due-diligence, age-verification, consumer-protection, data-protection or record-keeping obligation. You may not represent to any person or authority that we have performed or are responsible for any such obligation.

3.7 No consumer reports. Output is not a “consumer report” and we are not a “consumer reporting agency” within the meaning of the U.S. Fair Credit Reporting Act or any similar law. You must not use any Output, in whole or in part, as a factor in determining any individual’s eligibility for credit, insurance, employment, housing or any other purpose covered by such laws.

3.8 Changes to the Services. We may add, change, limit, suspend or remove any part of the Services, any feature, any model, any data source, any integration, any supported platform or any Output format at any time, with or without notice, and without liability to you. We will try to give reasonable advance notice of a change that materially reduces the core functionality of a paid Service that you actively use, where it is practicable and lawful to do so.

4. Accounts and Security

4.1 You must provide accurate, current and complete information when you create an account and keep it up to date.

4.2 You are solely responsible for: (a) keeping your credentials, passwords, MFA factors, API keys, secret keys and site keys confidential; (b) all activity that occurs under your account or with your keys, whether or not you authorised it; (c) your Authorized Users and their compliance with the Agreement; (d) managing roles and permissions; and (e) notifying us promptly at [email protected] of any suspected unauthorised access. We are not liable for any loss or damage arising from your failure to meet these obligations.

4.3 We may refuse, suspend or close any account, and may require additional verification of your identity, your business or your intended use, at any time and at our discretion.

5. Licence and Restrictions

5.1 Licence. Subject to your continuing compliance with the Agreement and payment of all fees, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence during the subscription term to: (a) access and use the Services for your internal business purposes in accordance with the documentation and your plan; and (b) install and use the SDKs, collector scripts and sample code only on websites, domains and applications that you own or control and have registered with us, solely to use the Services.

5.2 Restrictions. You must not, and must not allow anyone else to: (a) copy, modify, translate or create derivative works of the Services, except as expressly permitted by an open-source licence that applies to a specific component; (b) reverse engineer, decompile, disassemble or attempt to derive source code, models, weights, signals, scoring logic, thresholds or training data, except to the extent Applicable Law expressly permits this despite this restriction; (c) sell, resell, rent, lease, sublicense, distribute, white-label or provide the Services or Output to third parties, or use them as a service bureau, unless an Order Form expressly permits it; (d) use the Services or Output to build, train, benchmark or improve a competing product or service, or publish benchmarks without our written consent; (e) circumvent, disable or interfere with any security, rate limit, usage limit, metering or access control; (f) remove or alter any proprietary notice; (g) use the Services in breach of the Acceptable Use Policy or Applicable Law; or (h) access the Services through automated means other than our published APIs and SDKs.

5.3 Open-source components. Some components of the SDKs or other software may be licensed under open-source licences. Those licences govern those components to the extent they conflict with these Terms. Everything else in the Agreement continues to apply.

6. API, SDK and Developer Terms

6.1 API keys and usage. You must use only the API keys and site keys that we issue to you, keep secret keys on the server side, and never embed secret keys in client-side code, mobile applications or public repositories. We may set and change rate limits, quotas and usage limits at any time and may throttle, queue or reject requests that exceed them.

6.2 Integration is your responsibility. You are solely responsible for designing, building, testing, deploying, configuring and maintaining your integration, including how your systems interpret and act on Output, your fallback behaviour when the Services are unavailable, slow or return errors, and the decision thresholds you choose. You must design your systems so that an outage, error, delay, incorrect Output or change in the Services does not cause harm to you or any third party.

6.3 Versions and deprecation. We may release new versions of APIs and SDKs and may deprecate or remove older versions. You are responsible for upgrading. We have no obligation to support any version, browser, operating system or device.

6.4 Sample code and documentation. Sample code, snippets, quick-starts, demos, templates and documentation are provided “as is” for illustration only, without any warranty, and may not be suitable for production use.

6.5 Mobile and browser platforms. Your use of the SDKs within app stores, browsers and operating systems is also subject to the terms and policies of those platforms. You are solely responsible for complying with them, including any privacy disclosure, permission, tracking-transparency and data-safety requirements.

7. AI Features and AI Output

7.1 Nature of AI Output. AI Features use machine learning and large language models, which may be operated by Third-Party Services. AI Output is generated automatically, is not reviewed or verified by us, and may be inaccurate, incomplete, outdated, inconsistent, biased, offensive, fabricated (“hallucinated”) or otherwise wrong, even when it appears confident or cites sources. The same input may produce different AI Output at different times.

7.2 No reliance. You must not rely on AI Output as a sole basis for any decision or action, and you must independently verify AI Output against original and official sources (Section 3.3) and apply human judgement (Section 3.4) before using it. AI Output is not advice of any kind.

7.3 Your responsibility. You are solely responsible for: (a) the inputs, prompts, files and data you provide to AI Features, including making sure you have the right to provide them and that they do not include data you are not permitted to process; (b) evaluating AI Output; (c) any action taken by an agent or automation that you enable, configure or approve; and (d) your use, publication or distribution of AI Output, including compliance with Applicable Law and third-party rights.

7.4 Agents and automation. If you enable an AI Feature that can take actions (for example, changing settings, creating or closing cases, sending messages or calling tools), you are responsible for the permissions you grant it, for reviewing its actions and for all consequences of those actions.

7.5 Transparency to others. Where Applicable Law requires you to inform people that they are interacting with an AI system, or that content was generated or manipulated by AI, you are responsible for doing so in your products and communications.

7.6 No rights in AI Output against third parties. We do not warrant that AI Output is unique, is protectable by intellectual property rights, or does not infringe third-party rights. Similar AI Output may be provided to others.

8. Identity, Business and Merchant Verification (KYC, KYB, KYM)

8.1 You remain the decision maker. Verification Output (including document authenticity signals, data extraction, liveness and face-match scores, NFC chip reads, age estimates, address, registry, sanctions, politically-exposed-person, adverse-media and watch-list matches, and any “approved”, “declined”, “review” or similar status) is an informational signal produced for you. You decide whether to accept, reject or further review any person or business, and you are solely responsible for that decision and its consequences.

8.2 Data sources. Verification may depend on Third-Party Services and public or official data sources that may be incomplete, delayed, inaccurate or unavailable. A “no match” result does not mean that a person or business is not sanctioned, not a politically exposed person, or otherwise low risk. A “match” does not mean that they are. You must confirm every relevant match or non-match against the original official source before acting.

8.3 Your legal basis and notices. You are solely responsible for: (a) determining that you have a lawful basis, and any required explicit consent, to verify each End User, including for any processing of biometric data, identity document data or data about criminal offences; (b) providing End Users with all notices required by Applicable Law (including notices relating to biometric data, automated decision-making and international transfers); (c) handling End User requests, complaints, appeals and rights; and (d) complying with record-keeping, retention and reporting obligations that apply to you.

8.4 Special laws on biometric data. If you use liveness, face-match or other features that may process biometric identifiers or biometric information, you are responsible for complying with all laws that apply to such data, including any written notice, written release, retention-schedule and destruction requirements. You must not enable those features for any End User for whom you have not met those requirements.

9. Monitoring, RUM, Session Replay and Fingerprinting on Your Properties

9.1 When you deploy our SDKs, collectors or monitoring scripts on your websites or applications, you are the party deciding to collect data from your End Users. You are solely responsible for: (a) providing clear and conspicuous notices; (b) obtaining any consent required by Applicable Law (including consent required for storing or accessing information on an End User’s device); (c) configuring masking, sampling, exclusion and retention settings appropriately; (d) ensuring that no special category data, payment card data, passwords, government identifiers or other sensitive data are captured unless you have a lawful basis and have configured the Services accordingly; and (e) honouring End User opt-outs and privacy rights.

9.2 You must not deploy the Services on websites, domains or applications that you do not own or control, or to track individuals across websites you do not own or control.

10. Customer Data and Your Responsibilities

10.1 Ownership. As between you and us, you own Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit, analyse and display Customer Data as necessary to provide, secure, maintain and support the Services, to prevent fraud and abuse, to comply with law, and as otherwise permitted by the Agreement.

10.2 Your warranties. You represent and warrant that: (a) you have all rights, licences, consents, authorisations and lawful bases necessary to provide Customer Data to us and to permit us to process it as contemplated by the Agreement; (b) you have provided all notices and obtained all consents required by Applicable Law; (c) Customer Data and your use of the Services do not violate Applicable Law or any third-party right; and (d) your instructions to us comply with Applicable Law.

10.3 Your sole responsibility. You bear full and sole responsibility for: Customer Data (including its accuracy, quality, legality and the means by which you acquired it); your use of the Services and Output; your decisions and actions; your compliance with Applicable Law; your lawful basis and consents; your End User notices; your security settings; your retention settings; and your backups.

10.4 Backups and data loss. The Services are not a backup or archival service. You are responsible for exporting and maintaining independent copies of any data you need. We may delete Customer Data in accordance with configured or default retention periods, the Privacy Policy, the DPA and Section 21.

10.5 Aggregated and usage data. We may collect and use technical, usage, performance, security and telemetry data about the operation of the Services, and may create aggregated or de-identified data that does not identify you, any End User or any individual, to operate, secure, maintain, analyse and improve the Services and to detect fraud and abuse. We own that data. We will not use it to identify you or any individual, and where it constitutes personal data we will process it only in accordance with Applicable Law and the DPA.

11. Data Protection

11.1 Roles. For Customer Data that is personal data, you are the controller (or “business”) and we act as your processor (or “service provider”), except for the limited purposes described in our Privacy Policy for which we act as an independent controller (for example, operating your account, billing, security of our own platform and legal compliance).

11.2 DPA. Our Data Processing Addendum (“DPA”) is incorporated into these Terms and applies automatically to any processing of personal data that is subject to the EU or UK General Data Protection Regulation, the Swiss Federal Act on Data Protection, the California Consumer Privacy Act (as amended) or any other data protection law that requires such terms. If there is a conflict between these Terms and the DPA regarding the processing of personal data, the DPA prevails to the extent of the conflict.

11.3 Subprocessors. You authorise us to engage the subprocessors listed on our Subprocessors page, and new subprocessors in accordance with the DPA.

12. Third-Party Services

12.1 The Services depend on and may interoperate with Third-Party Services. We do not control Third-Party Services and we are not responsible or liable for them, including for their availability, performance, accuracy, security, data handling, outages, changes, discontinuation, acts or omissions, except to the extent that Applicable Law (including the data protection law described in the DPA) makes us responsible for a subprocessor that we engaged.

12.2 Your use of any Third-Party Service that you choose to connect or use (for example, a payment provider, an identity provider, a webhook endpoint or an AI provider that you configure) is governed solely by the terms between you and that provider.

12.3 We may change, replace or stop using any Third-Party Service at any time.

13. Fees, Billing and Payment

13.1 Fees. You must pay all fees for the Services as set out in our published pricing (including at noxtica.com/pricing) or in your Order Form. Unless an Order Form says otherwise, usage-based fees are charged at the rates published on our pricing page at the time the usage occurs, including any per-verification or per-1,000-unit rates.

13.2 Metering. Usage is measured by our systems. Our usage records are final and binding, absent manifest error. A billable unit is consumed when the relevant request, session, check or verification is initiated or processed, whether or not the Output is favourable, complete or used by you, and whether or not the End User completes the flow, unless the pricing page or Order Form expressly says otherwise.

13.3 Payment. You authorise us and our payment service providers to charge your selected payment method for all fees when due, including recurring and usage-based charges. Fees are payable in advance or as invoiced, in U.S. dollars unless otherwise stated. Prepaid balances, credits, promotional credits and free allowances have no cash value, are non-transferable, and expire as stated at purchase or, if no period is stated, twelve (12) months after issue.

13.4 No refunds. Except where Applicable Law requires otherwise or an Order Form expressly provides otherwise, all fees and purchases are non-cancellable and non-refundable, including for partial periods, unused capacity, unused credits, downgrades, suspension or termination.

13.5 Taxes. Fees exclude all taxes, duties and levies. You are responsible for all of them, other than taxes on our net income. If you are required to withhold any tax, you must gross up your payment so that we receive the full amount invoiced.

13.6 Late payment. If any amount is overdue, we may, without limiting any other remedy, suspend the Services, charge interest at the lesser of 1.5% per month or the maximum rate permitted by law, and recover our reasonable costs of collection.

13.7 Disputes. You must notify us in writing of any billing dispute within thirty (30) days after the charge or invoice date. Otherwise, the charge is final and you waive the dispute to the maximum extent permitted by law. You must not initiate a chargeback for an undisputed or properly-incurred charge.

13.8 Price changes. We may change our prices, pricing models and billing terms at any time. A change applies to you from the date stated in the notice, which will be at least thirty (30) days after we publish it on our pricing page or notify you, except that new products, new features and price reductions may apply immediately. Prices in an Order Form apply for the term stated in that Order Form.

14. Beta Features and Free Use

14.1 FROM TIME TO TIME, WE MAY MAKE BETA FEATURES AVAILABLE TO YOU. BETA FEATURES ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS” AND “AS AVAILABLE”. WE DO NOT PROVIDE ANY INDEMNITIES, SERVICE LEVEL COMMITMENTS, SUPPORT OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO BETA FEATURES. WE MAY CHANGE OR TERMINATE YOUR ACCESS TO ANY BETA FEATURE AT ANY TIME, AND BETA FEATURES MAY NEVER BECOME GENERALLY AVAILABLE.

14.2 Free plans, trials, demos, sandboxes, test modes and evaluation access are provided “as is”, may be limited, changed or ended at any time, and are not subject to any service level. To the maximum extent permitted by law, our total liability for them is zero (US$0), or, where a zero limit is not enforceable, US$50.

15. Service Levels, Support and Availability

15.1 No SLA. Unless a signed Order Form expressly includes a service level agreement, we make no commitment regarding availability, uptime, latency, throughput, response times, support response times or recovery times, and no service credits apply. Where a signed Order Form includes service credits, those credits are your sole and exclusive remedy for any failure to meet the service level.

15.2 Interruptions. The Services may be interrupted, degraded or unavailable, including for scheduled or emergency maintenance, upgrades, security events, attacks, failures of Third-Party Services, network problems or events outside our control. We may perform maintenance at any time, with or without notice.

15.3 Support. Any support is provided on a reasonable-efforts basis through the channels we designate, without guaranteed response or resolution times.

16. DISCLAIMER OF WARRANTIES

16.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, ALL OUTPUT (INCLUDING AI OUTPUT), ALL DOCUMENTATION, ALL CONTENT AND ALL THIRD-PARTY SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, WITHOUT ANY WARRANTY, REPRESENTATION, CONDITION OR GUARANTEE OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

16.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOXTICA, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES, LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF:

MERCHANTABILITY OR SATISFACTORY QUALITY;
FITNESS FOR A PARTICULAR PURPOSE;
TITLE AND NON-INFRINGEMENT;
ACCURACY, COMPLETENESS, RELIABILITY, CURRENCY OR CORRECTNESS OF ANY OUTPUT, DATA, LISTING OR CONTENT;
UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OPERATION;
DETECTION OR PREVENTION OF ALL (OR ANY PARTICULAR) BOTS, FRAUD, ATTACKS, IMPERSONATION, FORGED DOCUMENTS, SANCTIONED PERSONS OR OTHER THREATS;
THE CORRECTION OF DEFECTS, OR FREEDOM FROM VIRUSES OR OTHER HARMFUL COMPONENTS;
COMPATIBILITY WITH ANY SYSTEM, DEVICE, BROWSER OR THIRD-PARTY SERVICE; AND
ANY RESULT OR OUTCOME FROM USING THE SERVICES, INCLUDING ANY REDUCTION IN FRAUD, LOSSES OR CHARGEBACKS, OR ANY REGULATORY OUTCOME.

16.3 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM US OR THROUGH THE SERVICES (INCLUDING FROM SALES, SUPPORT, DEMOS, DOCUMENTATION, MARKETING MATERIALS OR AI FEATURES) CREATES ANY WARRANTY OR OTHER OBLIGATION THAT IS NOT EXPRESSLY STATED IN THESE TERMS.

16.4 YOU ACKNOWLEDGE THAT YOU HAVE EVALUATED THE SERVICES, THAT YOU HAVE DETERMINED THAT THEY ARE SUITABLE FOR YOUR PURPOSES, AND THAT YOU USE THE SERVICES AND ANY OUTPUT AT YOUR SOLE RISK.

16.5 Some jurisdictions do not allow the exclusion of certain implied warranties. In those jurisdictions, the exclusions above apply to the fullest extent permitted, and any implied warranty that cannot be excluded is limited to the minimum duration and scope permitted by law (and, where permitted, to ninety (90) days from first use).

17. LIMITATION OF LIABILITY

17.1 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NOXTICA OR ITS AFFILIATES, OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS OR SUBPROCESSORS (THE “NOXTICA PARTIES”) BE LIABLE FOR ANY: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS, REVENUE, BUSINESS, CONTRACTS, ANTICIPATED SAVINGS, GOODWILL OR REPUTATION; (C) LOSS, CORRUPTION OR UNAVAILABILITY OF DATA, OR COSTS OF RECONSTRUCTING DATA; (D) COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (E) FRAUD LOSSES, CHARGEBACKS, PENALTIES OR FINES INCURRED BY YOU; (F) BUSINESS INTERRUPTION; OR (G) LOSS OR DAMAGE ARISING FROM ANY DECISION MADE, OR ACTION TAKEN OR NOT TAKEN, IN RELIANCE ON ANY OUTPUT, IN EACH CASE HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY DUTY OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

17.2 LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF ALL NOXTICA PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE AGREEMENT, THE SERVICES OR ANY OUTPUT, UNDER ANY THEORY, WILL NOT EXCEED THE GREATER OF: (A) THE FEES ACTUALLY PAID BY YOU TO US FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE THREE (3) MONTHS IMMEDIATELY BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY; AND (B) ONE HUNDRED U.S. DOLLARS (US$100). THIS CAP IS AGGREGATE AND NOT PER CLAIM, AND IT APPLIES TO ALL CLAIMS TOGETHER, INCLUDING CLAIMS UNDER THE DPA.

17.3 Third-Party Services and security events. To the maximum extent permitted by Applicable Law, the Noxtica Parties are not liable for any loss or damage caused by: (a) Third-Party Services; (b) outages, interruptions, delays or data loss not caused by our wilful misconduct; (c) unauthorised access to, or alteration, loss or disclosure of, Customer Data, except to the extent caused by our breach of an obligation that Applicable Law requires us to bear and that cannot be excluded; (d) your or your Authorized Users’ acts, omissions, configurations or integrations; or (e) End Users or other third parties.

17.4 Basis of the bargain. The disclaimers, exclusions and limitations in Sections 14, 16 and 17 are an essential basis of the bargain between you and us, are reflected in our fees, and apply even if any limited remedy fails of its essential purpose. We would not provide the Services without them.

17.5 What we do not exclude. Nothing in the Agreement excludes or limits any liability that cannot be excluded or limited under Applicable Law, including, where the relevant law so provides, liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for gross negligence or wilful misconduct. Where a limitation is not permitted in full, our liability is limited to the minimum amount and extent permitted by that law.

17.6 Time limit for claims. To the maximum extent permitted by Applicable Law, any claim against us arising out of or relating to the Agreement or the Services must be commenced within one (1) year after the cause of action accrues; otherwise, it is permanently barred.

18. Indemnification

18.1 Your indemnity. To the maximum extent permitted by Applicable Law, you will defend, indemnify and hold harmless the Noxtica Parties from and against any and all claims, demands, actions, investigations, proceedings, losses, damages, liabilities, judgments, settlements, fines, penalties, sanctions, costs and expenses (including reasonable attorneys’ and experts’ fees) arising out of or relating to:

your or your Authorized Users’ access to or use of the Services or any Output;
any decision, action or omission that you take on the basis of, or in connection with, any Output;
Customer Data, including any claim that it, or our processing of it in accordance with the Agreement, infringes, misappropriates or violates any right of any person or any Applicable Law;
your failure to provide any notice, obtain any consent, have any lawful basis, or comply with any data protection, biometric, consumer protection, anti-discrimination, financial-services, anti-money-laundering, sanctions or other Applicable Law;
any claim, complaint or request by an End User, a regulator, a supervisory authority or any other third party relating to your use of the Services, including any regulatory fine or penalty imposed on any Noxtica Party as a result of your use, misuse, instructions, Customer Data or breach;
your breach of the Agreement, including the Acceptable Use Policy;
your products, services, websites and applications, and your integration with the Services; and
any dispute between you and any End User, Authorized User or other third party.

18.2 Procedure. We will notify you of a claim for which we seek indemnity, but delay in notification relieves you of your obligations only to the extent that the delay materially prejudices you. We may choose to control the defence and settlement of any claim, at your expense, or to let you control it; if you control it, you must not settle any claim in a way that imposes any obligation or admission on us without our prior written consent. You must cooperate fully with us. Your indemnity obligations are not subject to any limitation of liability in the Agreement.

19. Assumption of Risk and Release

19.1 You understand and expressly assume all risks associated with using the Services and any Output, including the risks of inaccurate Output, false positives, false negatives, AI errors, interruptions, data loss, security incidents, failures of Third-Party Services and decisions made by you or your systems.

19.2 To the maximum extent permitted by Applicable Law, you release the Noxtica Parties from all claims, demands and damages, known or unknown, arising out of or relating to: (a) any Output and any decision or action you take or fail to take in connection with it; (b) Third-Party Services; and (c) any dispute between you and any End User or other third party. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” You waive any similar provision of any other law to the same extent.

20. Intellectual Property and Feedback

20.1 Our IP. The Services, Output formats, models, algorithms, signals, scoring logic, software, documentation, data compilations, listings, trademarks and all related intellectual property rights belong to us or our licensors. Except for the limited licence in Section 5.1, no right, title or interest is granted to you, whether by implication, estoppel or otherwise. All rights not expressly granted are reserved.

20.2 Output. Subject to your compliance with the Agreement and payment of fees, you may use the Output delivered to you for your internal business purposes during and after the subscription term, subject to Sections 3, 7 and 8. You must not resell Output or use it to compile a database or listing for third parties.

20.3 Feedback. If you or your Authorized Users provide any suggestion, idea, enhancement request, bug report, recommendation or other feedback (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable and sublicensable licence to use, copy, modify, commercialise and otherwise exploit that Feedback for any purpose, without any obligation or attribution to you. Feedback is not your confidential information.

20.4 Publicity. We may identify you as a customer, including by using your name and logo, in our customer lists and on our website, unless you ask us in writing not to.

21. Suspension and Termination

21.1 Suspension. We may suspend or limit your access to all or part of the Services immediately, with or without notice, if: (a) we believe you have breached or may breach the Agreement; (b) your use poses a security, legal, regulatory, reputational or operational risk to us, the Services, other customers or any third party; (c) any amount is overdue; (d) required by law, a court, a regulator or a Third-Party Service; or (e) we suspect fraud, abuse, sanctions exposure or unlawful activity.

21.2 Termination by us. We may terminate the Agreement or any account at any time: (a) immediately, with or without notice, for any of the reasons in Section 21.1; or (b) for any other reason or no reason, on notice to you. If we terminate a paid subscription under (b), we will refund any prepaid fees for the unused part of the terminated subscription term, unless Applicable Law or an Order Form provides otherwise.

21.3 Termination by you. You may terminate the Agreement at any time by closing your account or giving us written notice. Termination by you does not entitle you to any refund.

21.4 Effect. On termination or expiry: (a) all licences end and you must stop using the Services; (b) all unpaid fees become immediately due; (c) we may delete Customer Data after the period set out in the DPA or, if none, thirty (30) days, subject to retention required or permitted by law; and (d) the following survive: Sections 2, 3.2 to 3.7, 7, 8, 10, 12, 13 (for amounts owed), 14, 16 to 20, and 21.4 to 27, and any other provision that by its nature should survive.

21.5 We are not liable to you or any third party for any suspension or termination in accordance with the Agreement.

22. Export Controls and Sanctions

22.1 You represent and warrant that neither you nor any of your owners, directors, Authorized Users or End Users on whose behalf you use the Services is: (a) located in, organised under the laws of, or ordinarily resident in any country or territory subject to comprehensive sanctions or embargo; (b) named on, or owned or controlled by any person named on, any sanctions or restricted-party list maintained by the United States, the United Nations, the European Union, the United Kingdom or any other applicable authority; or (c) otherwise the target of sanctions.

22.2 You are solely responsible for complying with all export control, import, sanctions and anti-boycott laws that apply to your use of the Services, Output and Customer Data. You must not use, export, re-export or transfer the Services or Output in violation of those laws. We may suspend or terminate the Services immediately, without liability, if we believe that continuing to provide them may breach any such law.

23. Confidentiality

23.1 Each party must keep confidential any non-public information disclosed by the other that is marked confidential or that a reasonable person would understand to be confidential, use it only to perform or exercise rights under the Agreement, and protect it with reasonable care. These obligations do not apply to information that is or becomes public without breach, was already known, is independently developed or is rightfully received from a third party, and do not prevent disclosure required by law (with prompt notice where lawful).

23.2 Non-public details of the Services, including pricing in an Order Form, scoring logic, signals, thresholds, security information and documentation not published by us, are our confidential information.

24. DISPUTE RESOLUTION, BINDING ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND LIMITS YOUR ABILITY TO SEEK RELIEF IN COURT OR AS PART OF A CLASS.

24.1 Governing law. The Agreement, and any dispute, claim or controversy arising out of or relating to the Agreement, the Services or any Output (a “Dispute”), is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this Section 24. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

24.2 Informal resolution first. Before starting arbitration or a court action, the party raising a Dispute must send the other a written notice describing the Dispute and the relief sought (notices to us: [email protected], subject “Legal Notice — Dispute”). The parties will try in good faith to resolve the Dispute for sixty (60) days after the notice is received.

24.3 Binding arbitration. If the Dispute is not resolved within that period, it will be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator, in English, with its seat (legal place) in Wilmington, Delaware, United States. Hearings may be held by videoconference. The arbitrator must apply the Agreement as written, including its limitations of liability, and may award relief only on an individual basis and only to the extent necessary to provide relief warranted by the individual claim. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator, and not any court, decides all questions of arbitrability, except that a court decides any question about the enforceability of Section 24.5 (Class Action Waiver) and Section 24.7 (Batch Arbitration).

24.4 Exceptions. Either party may: (a) bring an individual claim in a small-claims court of competent jurisdiction; (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights, confidential information or the security of the Services, or to stop a breach of Section 5 or the Acceptable Use Policy; and (c) bring an action in court to collect unpaid fees.

24.5 CLASS ACTION WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR WE MAY BRING, JOIN OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE OR PRIVATE-ATTORNEY-GENERAL ACTION OR ARBITRATION, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF DIFFERENT CUSTOMERS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. YOU AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.

24.6 Costs. Each party bears its own attorneys’ fees and costs, and AAA fees are allocated under the AAA rules, except that the arbitrator may award fees and costs to the prevailing party where the Agreement or Applicable Law permits.

24.7 Batch arbitration. To increase efficiency, if twenty-five (25) or more similar demands for arbitration are filed against us by or with the assistance of the same or coordinated counsel or entities, AAA will administer them in batches of up to fifty (50) demands, with one arbitrator per batch, and the parties will cooperate in good faith to implement this process.

24.8 Severability of this Section. If the Class Action Waiver in Section 24.5 is found unenforceable for any Dispute, then that Dispute (and only that Dispute) will be decided by a court as described in Section 24.9 and not in arbitration, and the remainder of this Section 24 continues to apply to all other Disputes. If any other part of this Section 24 is found unenforceable, the rest of this Section 24 remains in effect.

24.9 Courts. For any Dispute that is not subject to arbitration, and for the entry of judgment on an award, the state and federal courts located in the State of Delaware, United States, have exclusive jurisdiction, and each party irrevocably submits to the personal jurisdiction and venue of those courts.

24.10 Mandatory local rights. Nothing in this Section 24 deprives any person of the protection of mandatory provisions of the law of their country of residence, or of any right to bring proceedings in the courts of their country of residence, where such law expressly provides that those protections or rights cannot be waived by contract. In particular, if, notwithstanding Section 1.4, you are a consumer resident in the European Union, the European Economic Area, Switzerland or the United Kingdom, the arbitration agreement and class action waiver in this Section 24 do not apply to you, and you may bring proceedings in the courts of your country of residence.

25. Changes to These Terms

25.1 We may modify these Terms, any incorporated policy or the pricing at any time. We will post the modified version with a new “Last Updated” date and version number. For material changes, we will also notify you by email, in the Backoffice, or by another reasonable method, at least fifteen (15) days before the change takes effect, unless the change is required by law, relates to new features or is needed to address a security, fraud or legal risk, in which case it may take effect immediately.

25.2 Where the Services provide a mechanism to accept a new version of these Terms (for example, an acceptance prompt in the Backoffice), we may require you to accept the new version to continue using the Services. In any case, your continued access to or use of the Services after the modified Terms take effect constitutes your acceptance of them. If you do not agree, you must stop using the Services and close your account; that is your sole remedy.

25.3 Changes do not apply retroactively to Disputes that were notified to us under Section 24.2 before the change took effect.

26. General Provisions

26.1 Maximum extent permitted by law; severability. Every provision of the Agreement applies only to the maximum extent permitted by Applicable Law. If any provision (or part of a provision) is held invalid, illegal or unenforceable in any jurisdiction, it will be limited, reformed or severed only to the minimum extent necessary in that jurisdiction, so that it is enforceable to the greatest extent permitted, and the remaining provisions (and the same provision in other jurisdictions) remain in full force and effect. In particular, if a limitation, exclusion, disclaimer, release or waiver cannot be applied in full, it applies to the fullest extent that the law allows.

26.2 Jurisdiction-specific rights. Some jurisdictions give certain customers or individuals rights or guarantees that cannot be excluded, limited or waived by contract (for example, certain statutory guarantees under the Australian Consumer Law or mandatory consumer-protection and data-protection rights in the European Union, the United Kingdom and some U.S. states and Canadian provinces). Where such rights apply, nothing in the Agreement excludes, restricts or modifies them, and our liability for failure to comply with a non-excludable guarantee is, where the law permits, limited to resupplying the relevant Services or paying the cost of having them resupplied. Data subjects’ rights under data protection law are not affected by the Agreement.

26.3 Entire agreement; non-reliance. The Agreement is the entire agreement between you and us about its subject matter and supersedes all prior or contemporaneous agreements, proposals, representations, statements and understandings, whether written or oral, including any marketing materials, website statements, demonstrations, accuracy or performance figures, sales communications, questionnaires and pilot results. You acknowledge that, in entering into the Agreement, you have not relied on any statement, representation, warranty or promise that is not expressly set out in the Agreement. Any purchase order or other terms that you issue are void and do not form part of the Agreement, even if we accept or sign them.

26.4 Order of precedence. If there is a conflict, the following order applies: (a) a signed Order Form (only for the specific Services and terms it expressly modifies); (b) the DPA (only for the processing of personal data); (c) these Terms; (d) the other incorporated policies.

26.5 No third-party beneficiaries. The Agreement does not confer any right or remedy on any person other than you and us, except that the Noxtica Parties may rely on and enforce Sections 16 to 19. End Users have no rights under the Agreement.

26.6 Assignment. You may not assign or transfer the Agreement or any right or obligation under it, by operation of law or otherwise, without our prior written consent. We may assign or transfer the Agreement, in whole or in part, without your consent, including to an affiliate or in connection with a merger, acquisition, reorganisation or sale of assets. Any prohibited assignment is void.

26.7 Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, government action, sanctions, labour disputes, power or internet failures, failures or outages of Third-Party Services (including hosting, network, AI and payment providers), cyberattacks, denial-of-service attacks and other malicious acts of third parties.

26.8 Independent parties. The parties are independent contractors. Nothing in the Agreement creates any partnership, joint venture, agency, fiduciary or employment relationship.

26.9 Notices. We may give notices to you by email to the address associated with your account, through the Backoffice or by posting on our website; such notices are effective when sent or posted. You must give notices to us by email to [email protected], with “Legal Notice” in the subject line; such notices are effective when we acknowledge receipt.

26.10 Electronic acceptance and records. You agree that electronic acceptance, signatures and records are binding and admissible. Our records of your acceptance (including the version, date and time) are conclusive evidence of acceptance, absent manifest error.

26.11 Waiver. Our failure or delay to enforce any provision is not a waiver of that provision or of any other right. Any waiver must be in writing and signed by us.

26.12 Remedies. Our rights and remedies are cumulative. Your breach of Sections 5, 22 or 23 or of the Acceptable Use Policy may cause us irreparable harm, and we may seek injunctive relief without posting a bond, in addition to any other remedy.

26.13 Language; controlling version. Only the English version of these Terms and of every document incorporated into the Agreement is legally valid and binding. The English versions published at https://noxtica.com (for example, https://noxtica.com/terms) are the controlling versions. Any translation, including any machine translation shown on our websites, in the Backoffice, in verification flows or in documentation, is provided for reference purposes only, does not have any legal value, should not be relied upon as a legally binding document, and creates no obligation or responsibility on our part; we are not responsible for any error, omission or ambiguity in a translation. In the event of any discrepancies or inconsistencies between a translation and the English version, the English version shall prevail. Acceptance of the Agreement in any language is acceptance of the English version identified by its version number.

26.14 Interpretation. Headings are for convenience only. The word “including” means “including without limitation”. The singular includes the plural. No provision will be construed against a party because that party drafted it.

27. Contact

For questions about these Terms, contact us at [email protected].

Noxart Games Co., a corporation incorporated under the laws of the State of Delaware, United States. Principal place of business: Erenek Mah. Asmalı Sok. No:44 A1 Blok D:35, Antalya 07230, Türkiye.

By accessing or using the Services, you acknowledge that you have read, understood and agree to be bound by these Terms of Service, including the binding arbitration agreement and class action waiver in Section 24.