TenureXTerms of use

GENERAL TERMS AND CONDITIONS OF TENUREX PLATFORM AND SERVICES

Last Updated: January, 2022

These General T&C and Conditions (“T&C“) constitute the main set of standard terms and conditions for the provision of services provided by, and for any use of products of Core-Tenure Ltd., Israeli company, Reg. Number 516231842 (“TenureX“, “we” or “us”), including the use of TenureX Platform (as defined below), the Services (as defined below) and any of the websites owned or operated by TenureX, including but not limited to www.tenurex.com, www.portal.tenurex.com, API.tenurex.com, and www.developer.tenurex.com (the “Websites” or a “Website”).

These T&C apply to (i) each electronic or other form or contract executed by you to subscribe to TenureX Platform and Services, unless expressly stipulated otherwise; (ii) your access to, and use of, TenureX Platform, Services and Websites; (iii) API (Application Programming Interface) of any of TenureX products, including of TenureX Platform; and (iv) any other product of or service provided by TenureX.

By using the Websites, TenureX Platform and Services you agree to be bound by these T&C as may be amended from time to time (as set forth below).

Please read these T&C carefully before you make any use of the Website, TenureX Platform or Services. If you do not agree to these T&C, you should exit and cease any further use of the Websites, TenureX Platform and Services. For the purpose of these T&C, the term “use” includes, among others, any entrance, access or attempt to access the Website, TenureX Platform and Services or otherwise any action you may do or attempt to do in connection therewith.

TenureX Platform and/or Services and/or other products, ancillary functions, offered or presented by TenureX in the Websites or otherwise provided by TenureX, may be subject to further specific terms of use, agreements, policies, and/or other conditions, as may become available for you (“Specific Agreement“). Information provided in the Websites in connection with TenureX Platform and Services is of general, descriptive and non-binding nature (some of the information may be partial and some services may not be presented in the Websites). The description and use of TenureX Platform and Services are subject also to your consent to the applicable Specific Agreement (if made available to you). These T&C do not alter the terms or conditions of any other agreement. To the extent there is a conflict between any Specific Agreement and these T&C, the terms of the Specific Agreement shall govern.

TenureX’s membership rules are designed to ensure that TenureX users are committed to the standards and best practices as explained in more detail below. TenureX holds an eligibility criterion for becoming a customer and the permitted use of TenureX services and products may vary depending on the category of customers. TenureX acts as the enabler for better counterparty banking relationships based on a unified enriched data set on each member, a payment, served on a digital approval protocol.

TenureX does not transfer or hold funds, nor does it manage accounts on behalf of customers, nor does it control any type of its customers’ clients data or their personal identifiable information on an on-going basis.

These T&C and the [Link to TenureX Privacy Policy] available at the Website.

In this T&C you shall be referred to also as the “Customer“.

  1. TENUREX; TENUREX PLATFORM AND SERVICES
    • TenureX was established to offer Corresponding Banking as a Service platform, which (i) frees financial institutions from the constraints of bilateral, trust based relationships, based on legacy technology by enabling to cooperate seamlessly and confidently, one transaction at time; and (ii) optimizes engagement between banks, and other types of financial institutions, and their partners by offering superior customer experience and support innovative reward vs. risk management based on a digital x-ray view of each transaction.
    • Tenurex has developed, owns and has the right to license to third parties its proprietary Corresponding as a Service Platform embedded with other third parties’ products (the “TenureX Platform”). Tenurex Platform uses a standardized set of rules to seamlessly connect its members users, while providing comprehensive and verified data about each counterparty and each transaction reflected in its propriety features named the Digital Transaction Certificate (DTC).
    • Tenurex also provides to its international customers, through the Tenurex Platform, professional services related to TenureX Platform such as enhanced due diligence process, monitoring reports, and other ancillary services (the each, “Service” and more than one Service, “Services“)
    • The Customer is providing or aimed to provide or use correspondent banking services and/or offer or clear cross border money transfers, is in compliance with all applicable laws and regulations, including any financial regulations, and wish to use the TenureX Platform, retain the Services and to eventually integrate TenureX Platform as part of its overall technology and solution in its process of banking services and/or cross border money transfers (the “Customer Solution”). If and to the extent such integration shall include integration with systems or platforms of any other third parties, then such integration shall be subject to prior written consent of TenureX.
    • TenureX will enable the Customer, its Affiliates (as defined hereafter), designated Staff (as defined hereafter) to use TenureX Platform and Services, on a need to use basis for their specific role within the scope of the Customer Solution.
    • In this T&C:
      • “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party; where “control” means possession, directly orindirectly, of the power to direct or cause the direction of the management and policies of an entity or person, whether through ownership of voting securities, by contract interest or otherwise, and the holding of greater than fifty percent (>50%) of an entity’s stock or other voting interest shall be presumed a control, but only for so long as such control is maintained.
      • “End User” means a customer of the Customer who has signed a commercial agreement with the Customer, and any relevant privacy policy of the Customer, to use the Customer Solution and indirectly will be served with the Services and TenureX Platform.
      • “Staff” shall mean an employee, sub-contractor, service provider or consultant of the Customer who has signed an employment agreement, service agreement or consulting agreement, all of them to include customary non-disclosure agreement, with the Customer, to enable, support and build the Customer Solution.
    • TenureX may add, modify or discontinue any feature, functionality or any other tool, within the TenureX Platform and Services, at its sole and absolute discretion and without further notice, however, if TenureX make any material adverse change in the core functionality of the TenureX Platform and Services, then we will notify you by posting an announcement on the Websites or by sending you an email or via the Tenurex Platform.
    • Customer hereby acknowledge that its purchase of the TenureX Platform and Services hereunder are not contingent on the delivery by TenureX of any future release of any functionality or feature, including without limitation, the continuance of: (i) a certain Service beyond its current Subscription Term (as hereinafter defined); or (ii) Third Party Services (as hereinafter defined), or dependent on any public comments TenureX make, orally or in writing, regarding any future functionality or feature.
  2. DELIVERY OF TENUREX PLATFORM AND SERVICES
    • Within 14 (fourteen) working days as of the execution of Specific Agreement or our confirmation of Order Form (as defined below), and subject to payment of the Fees (as defined in Section ‎1 below), TenureX shall provide the Customer with an access (API and/or web portal) to the staging portal of TenureX Platform and later to the production portal as be determined by TenureX on a case by case basis following clarification of Customer’s needs .Such staging portal shall include all the features and reflect the latest TenureX Platform’s version. The use and migration to the production portal will be subject to the Customer decision and TenureX approval.
    • As of the execution of the Specific Agreement, TenureX shall provide the Customer with the Services, according to a detailed Scope of Work (SOW) or Scope of Use (as defined below) as shall be agreed between TenureX and the Customer on a case to case basis and to be attached to the Specific Agreement.
  3. REGISTRATION AND ADMINISTRATION
    • Customer Registration. To register to the Tenurex Platform you shall provide us with certain identifying details and create one or more accounts (“Account(s)“). Each Account you might create will be for all the types of use that will be choose by you. The user in the Customer organization that had created the Account is automatically assigned as the Customer’s Entity Manager (the “Entity Manager” or “Customer Entity Manager”).
    • Customer Registration Information. When registering or creating or editing Account and creating Customer user profile (the “User Profile”), Customer: (i) agree to provide us with accurate, complete, and current registration information about the Customer; (ii) acknowledge that it is your responsibility to ensure that your password remains confidential and secure at least the same degree of care as it uses for his own confidential information, but no less than a reasonable degree of care, and not transferred or allowed to be in use of any other person or entity; (iii) agree that you are fully responsible for all activities that occur under your User Profile and password, including any integration or any other use of third party products or services (and associated disclosure of data) in connection with the TenureX Platform and Services; and (iv) undertake to promptly notify us in writing if you become aware of any unauthorized access or use of your Account or User Profile and/or any breach of these T&C. We may assume that any communications we receive under your User Profile have been made by you. Customer will be solely responsible and liable for any losses, damages, liability and expenses incurred by us or a third party, due to any unauthorized usage of the Account or Accounts by either you or any other user in any of the Customer’s Accounts or any other third party on your behalf.
    • User Verification. You understand and agree that we may require you to provide information and documents that may be used to confirm your identity and help ensure the security of your Account and/or User Profile. In the event that you or the Customer Entity Manager lose access to an Account or otherwise request information about an Account, we reserve the right to request from you any verification we deem necessary before restoring access to or providing information about such Account.
    • Account Entity Manager. The Entity Manager of an Account shall be deemed as the authorized representative of the Customer, and any decision or action made by any Entity Manager is deemed as a decision or action of Customer. An Entity Manager may assign or add other members of the Account as Entity Manager, which possess important privileges and controls over the Customer use of the TenureX Platform and Services and the Account, including, without limitation: (i) control your (and other users within your organization) use of the Account; (ii) purchase, upgrade or downgrade versions of the TenureX Platform and Services; (ii) create, monitor or modify End Users’ data, or users’ actions and permissions; (iii) manage the access to, control, remove, share posts or otherwise change, all or part of the Customer Data (as defined hereinafter); and (iv) integrate or disable integration with Third Party Services. You also acknowledge that your Account can become managed by a representative of the entity that owns or controls the email address domain with which your Account was created or registered. Entity Manager rights are further elaborated in our Help Center.
    • Other Users. There are several types of Account users, such as viewers, contributors, and team members, all of whom are defined within the TenureX Platform and Service and referred to herein as “Authorized Users”, and collectively with the Entity Manager, as applicable, the “Users”. The features and functionalities available to the Users are determined by the respective Specific Agreement governing such Account, and the privileges of each such Authorized User are assigned and determined by the Account Entity Manager(s). All Users shall use the Account in compliance with this T&C. TenureX reserves the right to suspend Accounts for Users that will use the Accounts in violation of this T&C, and to charge for additional new Users.
    • Responsibility for Authorized Users. Customer is solely liable and responsible for understanding the settings, privileges and controls for the TenureX Platform and Services and for controlling whom Customer permits to become a User and what are the settings and privileges for such User, including without limitation, the right for a User to invite other Users (either paid or unpaid), the right to incur charges on the Account, the right to access, modify or share boards, etc. Customer is responsible for the activities of all of its Users, including how Users use the Customer Data (as defined hereinafter), even if those Users are not from Customer’s organization or domain. Further, Customer acknowledges that any action taken by a User is deemed by us as an authorized action by Customer, hence Customer shall have no claim in this regard.
  4. YOUR CUSTOMER DATA
    • Customer Data. Customer Data is any data, file attachments, text, images, reports, personal information, or any other content, that is uploaded or submitted, transmitted or otherwise made available, to or through the TenureX Platform or Services by you or any User, and/or any End-User and is processed by us (the “Customer Data”). For the avoidance of doubt, Anonymous Information (as defined below) is not regarded as Customer Data. Customer retains all right, title, interest and control, in and to the Customer Data, in the form submitted to the TenureX Platform. Subject to these T&C, Customer grants us a worldwide, royalty-free, limited license to access, use, process, copy, distribute (including to third countries), perform, export, and display the Customer Data if this is required for the execution of your orders (for example, when payments are made to a person, or for payment orders through a correspondent bank);
    • Modifications and Derivative Works. The license aforementioned is hereby granted solely: (i) to maintain and provide you with the Services; (ii) to prevent or address technical or security issues and resolve support requests; (iii) to investigate when we have a good faith belief, or have received a complaint alleging, that such Customer Data is in violation of these T&C; (iv) to comply with a valid legal subpoena, request, or other lawful process; and (v) as expressly permitted in writing by you.
    • Responsibility for Customer Data Compliance. You represent and warrant that: (i) you have or have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to grant the rights granted herein, for any Customer Data that you submit, post or display on or through the Services; (ii) the Customer Data is in compliance with, and subject to, our acceptable use policy; and (iii) the Customer Data you submit, your use of such Customer Data, and our use of such Customer Data, as set forth in these T&C, do not and shall not (a) infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer and exportation (the “Laws”); (c) violate any of your or third party’s policies and terms governing the Customer Data. Other than our security and data protection obligations expressly set forth herein, we assume no responsibility or liability for Customer Data, and you shall be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it. It is hereby clarified that TenureX shall not monitor and/or moderate the Customer Data and there shall be no claim against TenureX of not acting so.
    • Sensitive Data. In order to provide Customer with the Services, you may need to submit to the TenureX Platform data that is protected under a special legislation and requires a unique treatment, including, without limitations (“Sensitive Data“), (i) categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any similar legislation or regulation in other jurisdiction; (ii) credit, debit or other payment data subject to PCI DSS or any other credit card or payments schemes. You shall provide TenureX or TenureX Platform with Sensitive Data after providing TenureX and your End User with a prior written notice detailing the Sensitive Data so provided and subject to your End User’s prior consent to share such Sensitive Data in accordance with separately privacy policy and/or agreement between you and End User. You have or have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to grant the rights granted herein, for any Sensitive Data that you submit, post or display on or through the Service and or TenureX Platform.
  5. PUBLIC USER SUBMISSIONS
    • Public User Submissions. The TenureX Platform may have certain features that allow you to submit comments, information, and other materials publicly (collectively, “Public User Submissions”) and share such Public User Submissions with other Users, or the public. By submitting Public User Submissions through the TenureX Platform, you grant us a license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display that Public User Submissions for any purpose, business, including without limitation, for publicizing and promoting TenureX, the TenureX Platform, Services and/or the Websites and for any other lawful purpose, in any media format (e.g. in-print, websites. electronically, broadcast), and you hereby waive, or to the extent legally prohibited, assign to TenureX, any moral rights in your Public User Submissions.
    • Responsibility for Public User Submissions. You acknowledge and agree that: (i) you have or have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to grant the rights granted herein, for any Public User Submissions that you submit, post or display on or through the Service; (ii) we do not control, and are not responsible for, other content and/or submissions, posted on our Websites and/or Service by others; (iii) by using the TenureX Platform, the Service and/or Website, you may be exposed to content and/or submissions by other users or site visitors that is offensive, indecent, inaccurate, misleading, or otherwise unlawful; (iv) any Public User Submissions are submitted in accordance with, and subject to our acceptable use policy.
  6. INTELLECTUAL PROPERTY RIGHTS
    • Our Intellectual Property. The TenureX Platform, the Services and Website, inclusive of materials, such as software, application programming interface, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks (excluding Customer Data), any and all related or underlying technology and any modifications, enhancements or derivative works of the foregoing (collectively, “TenureX Materials”), are the property of TenureX and its licensors, and may be protected by applicable copyright or other intellectual property laws and treaties. As between you and TenureX, TenureX retains all right, title and interest, including all intellectual property rights, in and to the TenureX Materials.
    • Customer Reference. Customer acknowledges and accepts that TenureX has the right to use Customer’s name and logo to identify Customer as a client of TenureX or User of the TenureX Platform and Services, on TenureX’s Website, marketing materials or otherwise by public announcements. Customers may revoke such right, at any time, by contacting cs@tenurex.com
    • Your Access and Use Rights. Subject to the terms and conditions of these T&C, and your compliance thereof, and specifically in strict compliance with our acceptable use policy, we grant you a limited, worldwide, non-exclusive, non-transferable right to access and use the TenureX Platform, Services and Website, during the applicable Subscription Term, solely for End User’s internal purposes.
    • Use Restrictions. Except as expressly permitted in these T&C, you may not, and shall not allow a Users or any third party to: (i) allow to use, give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, resell, display, transmit, broadcast, transfer or distribute any portion of the TenureX Platform, Services or the Website to any third party, including, but not limited to your affiliates, or use the TenureX Platform and Services in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the TenureX Platform, Website or Services or features that prevent or restrict use or copying of any content or that enforce limitations on use of the TenureX Platform, Service or Website; (iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Service or Websites, or any components thereof; (iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the TenureX Platform, Service or Website, or any part thereof; (v) take any action that imposes or may impose (at TenureX ‘s sole discretion) an unreasonable or disproportionately large load on the TenureX infrastructure or infrastructure which supports the TenureX Platform, Website or Service; (vi) interfere or attempt to interfere with the integrity or proper working of the TenureX Platform, Services or Website, or any related activities; (vii) remove, deface, obscure, or alter TenureX ‘s or any third party’s identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Services or Websites, or use or display logos of the TenureX Platform, Services or Website without TenureX ’s prior written approval; (viii) use the TenureX Platform, Service or Website for competitive purposes, including to develop or enhance a competing service or product; or (ix) encourage or assist any third party (including other Authorized Users) to do any of the foregoing.
    • Feedback. As a User of the TenureX Platform, Service and/or Website, you may provide suggestions, comments, feature requests or other feedback to any of TenureX Materials, the TenureX Platform, Services, the API (in case you are the Entity Manager or the Admin, as applicable) and/or the Website (“Feedback”). Such Feedback is deemed an integral part of TenureX Materials, and as such, it is the sole property of TenureX without restrictions or limitations on use of any kind. TenureX may either implement or reject such Feedback, without any restriction or obligation of any kind. You (i) represent and warrant that such Feedback is accurate, complete, and does not infringe on any third party rights; (ii) irrevocably assign to TenureX any right, title and interest you may have in such Feedback; and (iii) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights, worldwide, in or to such Feedback.
    • API Use. We may offer an application programming interface, or other forms of access, that provides additional ways to access and use the TenureX Platform and Services (“API“). Such API is considered a part of the Services, and its use is subject to all these T&C. Without derogating from anything herein, you may only access and use our API for Customer’s internal business purposes, in order to create interoperability and integration between the TenureX Platform and Services with Customer Solution. When using the API you should follow our relevant developer guidelines. We reserve the right at any time to modify or discontinue, temporarily or permanently, your and/or Customer’s access to the API (or any part of it) with or without notice. The API is subject to changes and modifications, and you are solely responsible to ensure that your use of the API is compatible with the current version.
  7. PRIVACY AND SECURITY
    • Information Security. TenureX implements reasonable security measures and procedures to assist in protecting information security including personal identifiable data of the Customer and End Users. You can learn more on our information security measures and procedures on our security page in our Website, [tenurex.com] or request our certificates and policies, as may be updated from time to time.
    • Privacy Policy. As a part of accessing or using the TenureX Platform, Services and the Websites, we may collect, access, use and share certain data, including Sensitive Data and/or Personal Data (as defined in the Privacy Policy) from, and/or about, you or your End Users. Please read our Privacy Policy, which is incorporated herein by reference, for a description of such data collection and use practices.
    • Data Processing Agreement (“DPA”). By using the TenureX Platform and Services, TenureX shall be a processor and adhere to its processor Data Processing Agreement which is available to You on request, which governs the Processing of Personal Data (as both terms are defined in the DPA) on Customer’s behalf, where such Personal Data is subject to the General Data Protection Regulation 2016/679 (the “GDPR”). For avoidance of any doubt, TenureX is considered as a data processor under the GDPR.
    • Anonymous Information. Notwithstanding any other provision of these T&C, we may collect, use and publish Anonymous Information (defined below) relating to your use of the TenureX Platform, Services and/or Website, and disclose it for the purpose of providing, improving and publicizing our products and services, including the TenureX Platform, Website and Services, and for other business purposes. “Anonymous Information” means information which does not enable identification of an individual and or legal entity, such as aggregated and analytics information. TenureX owns all Anonymous Information collected or obtained by TenureX.
  8. LICENSE
    • License. Subject to compliance with applicable laws and the other provisions of these T&C, including but not limited to payment of the applicable Fees and the relevant Scope of Use (as defined below), TenureX hereby grants to the Customer a limited, non-exclusive, non-transferable license to use the TenureX Platform and/or Services solely for use within the Customer Solution for the sole purpose of utilizing the outputs generated by the TenureX Platform to streamlining the Customer’s services to and on behalf of its End Users who have signed a customer agreement with the Customer. Under no circumstances, shall the Customer undertake to grant or transfer this limited license to any third party.
    • Scope of Use. The license granted in this article ‎1 of the T&C authorizes the Customer to allow access by Staff to the output of the TenureX Platform and Services through weblink or an API integration in order to streamline wire money transfers and corresponding banking services of the End Users; the Customer shall ensure that every End User has signed a customer agreement and shall be compliant with the terms specified in the customer agreement which includes fees and subject to the scope of use set out in this T&C (“Scope of Use”).
    • Restrictions. No TenureX products and services may be sold to, licensed to, or used by or for the benefit of third parties including the Customer’s parent, subsidiaries and/or Affiliates, unless otherwise authorized in this T&C or a Specific Agreement. The Customer shall at all times be responsible and liable for all unauthorized use of the TenureX Platform and TenureX Platform’s output by it, or by its parent company, subsidiaries, Affiliates, Staff or End Users. For the avoidance of doubt, this T&C does not authorize concurrent licenses. This T&C does not authorize the use of robotics or any other automated tools to access or manipulate in any way the TenureX Platform. Without derogate from any other remedy TenureX may be entitled to, customer will pay to TenureX liquidated damages in the amount of 50$ for any such unauthorized use.
    • Notice of Out of Scope Use. the Customer shall do its best efforts to immediately inform TenureX of any use that is outside the Scope of Use. Upon such notice TenureX shall determine, in its sole discretion, the Fees and payment schedule for such additional use and reflect the change in Scope of Use. It is agreed and understood by all parties that such additional fees may not be the sole remedy for TenureX.
    • Title. TenureX at all times retains title to the TenureX Platform including all versions and embodiments, all database rights, Intellectual Property Rights (as defined hereafter), even if the Customer contributes thereto. TenureX does not by this T&C convey any proprietary interest or Intellectual Property Rights in TenureX Platform, use case, solution, and it’s outputs to the Customer. The Customer agrees that the TenureX Platform, including all changes made by anyone to it and any Services and any materials related to the TenureX Platform, whether or not supplied by or developed by TenureX, are the valuable and exclusive property of TenureX. TenureX and its Affiliates reserve all rights not expressly granted by this T&C. The Customer shall not acquire or attempt to acquire any Intellectual Property Rights in and to the TenureX Platform and outputs.
    • Exclusions. Unless specifically authorized under this T&C, the Customer may not, directly or indirectly: (i) authorize any third party (including Customer’s Affiliates, clients, customers, suppliers, former employees, or members of the public) to access, use or copy the TenureX Platform or to resell or redistribute the TenureX Platform or outputs; (ii) provide to others any copy or version of the TenureX Platform or outputs; or (iii) remove any copyright or other proprietary rights notice included in the TenureX Platform.
  9. THIRD PARTY SERVICES & COMPONENTS; LINKS
    • Third Party Services. The TenureX Platform and Services enables you to engage and procure certain third party services, data, products, apps and tools in connection with the TenureX Platform and Services, including, without limitation, third party applications and widgets offered via our integrations offering or which you decide to connect through our API, as part of the TenureX Platform and Services (collectively, “Third Party Services”).
    • Third Party Components. The Website and TenureX Platform may use or include third party software, files, data and components that may be subject to open source, third-party license terms and other terms of use (“Third Party Components”). Your right to use such Third Party Components as part of, or in connection with, the Website and TenureX Platform is subject to any applicable acknowledgments and license terms accompanying such Third Party Components, contained therein or related thereto.
    • Integration with a Third Party Service or Third Party Components and your Customer Data. Through the Service you and any other Authorized User within the Account, may enable an integration of your Account, including, boards within your Account (or a portion thereof), with Third Party Services or Third Party Components, which will allow an exchange, transmission, modification or removal of data between us and the Third Party Service or Third Party Components, including without limitation, the Customer Data, the scope of which is determined by the applicable actions set by such integration. You hereby acknowledge that any access, collection, transmission, processing, storage or any other use of data, including the Customer Data, by a Third Party Service or Third Party Components, is governed by the terms and conditions of such third party, including any applicable privacy policy, and TenureX is not responsible for any access, collection, transmission, processing, storage or any other use of data, including the Customer Data, by the Third Party Service or Third Party Components or for such Third Party Service or Third Party Components privacy and security actions, inactions or general practices. By integrating and/or using the Third Party Services or Third Party Components, you acknowledge and agree that: (a) you are solely responsible for your compliance with applicable privacy restrictions, laws and regulations, including your use of the Third Party Service or Third Party Components and other data activities you may conduct or may permit third parties, including the Third Party Service and Third Party Components, to conduct; (b) the activities and use of the data by you and any other Users within the Account, may result in a modification and/or removal of data, either in the Account (i.e. Customer Data) and in the integrated Third Party Service or Third Party Components. We shall have no obligation of any kind, for any such modification and/or removal of data, either in the Account with us and/or the integrated Third Party Service or Third Party Components.
    • Use Conditions and Limitations. TenureX may impose, at its sole discretion, additional conditions or limitations on your access and use of certain Third Party Services and Third Party Components, including without limitation, imposing a limited quota on the number of actions or other uses (as the case may be). Such additional conditions or limitations shall be indicated wherever relevant within the Services or the Third Party Service or Third Party Components or otherwise notified to you or to any other relevant User of the Account.
    • Payment Change of Fees. Customer acknowledges that TenureX, may change the fees for the Third Party Service or Third Party Components from time to time, including imposing a new charge on a Third Party Service or Third Party Components that was provided for free.
    • Discontinuation of a Third Party Service/ Third Party Components. Each of TenureX and the Third Party Service and Third Party Components reserves the right to discontinue the use or suspend the availability of any Third Party Service or Third Party Components, for any reason and with no obligation to provide any explanation or notice. Such discontinuation may result in the inability to utilize certain features and actions of the Third Party Service or Third Party Components along with our Services.
    • Links. The Websites, Service, Third Party Services or Third Party Components may contain links to third party websites that are not owned or controlled by us (the “Links”). You acknowledge that we have no control over, and assume no responsibility for the content, privacy policies, or practices of, any third party websites. You: (i) are solely responsible and liable for your use of and linking to third party websites and any content that you may send or post to a third-party website; and (ii) expressly release us from any and all liability arising from your, and in case of a Customer, all Users’, use of any third party website. Accordingly, we encourage you to read the terms and conditions and privacy policy of each third party website that you may choose to visit.
    • Terms of use of Third Party Components/ Third Party Services. By using the Third Party Components or Third Party Services provided by any of the entities listed in Annex A hereto, you hereby agree to be bound also by the general conditions for the use of the Third Party Components or Third Party Services of such entities, all as set forth in Annex A.
    • Limitations of Liability. TENUREX BEARS NO RESPONSIBILITY AND/OR LIABILITY FOR ANY LINKS OR THIRD PARTY SERVICES OR THIRD PARTY COMPONENTS, INCLUDING WITHOUT LIMITATION, SUCH THIRD PARTY SERVICE’S OR THIRD PARTY COMPONENTS OPERABILITY OR INTEROPERABILITY WITH OUR SERVICES, SECURITY, ACCURACY, RELIABILITY, DATA PROTECTION AND PROCESSING PRACTICES AND THE QUALITY OF ITS OFFERINGS, AS WELL AS ANY ACTS OR OMMISSIONS BY THIRD PARTIES. BY ACCESSING AND/OR USING THE THIRD PARTY SERVICES OR THIRD PARTY COMPONENTS, YOU ACKNOWLEDGE THAT YOUR ACCESS AND USE OF THE THIRD PARTY SERVICES OR THIRD PARTY COMPONENTS ARE AT YOUR SOLE DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ENSURING SUCH THIRD PARTY SERVICES OR THIRD PARTY COMPONENTS OPERATION AND PRACTICES AND ITS RESPECTIVE THIRD PARTY AGREEMENT, MEET YOUR NEEDS.
  10. REPRESENTATIONS AND LIMITATION OF LIABILITY
    • Representations and Warranties. Each of TenureX and the Customer represents and warrants to the other party that: (i) There is no hindrance under any law, agreement or otherwise from entering by it into the relationship hereunder; (ii) It shall comply with any and all laws and regulations related to it including any applicable internal policy, procedure or rule (including GDPR and Data Processing requirements), and (iii) It shall act loyally and transparently with the other party in any matter pertaining to this T&C; (iv) it shall comply with all applicable Laws in connection with the supply, receipt or use of the TenureX Platform or outputs; TenureX will use commercially reasonable efforts to ensure that at the time of delivery and use of their products they will not knowingly contain computer viruses, malware, or any other computer code, files, or programs designed to damage or obtain unauthorized access to any data or other information of the Customer, such as those commonly known as “Trojan horses”.
    • Provision of Data. DATA IS PROVIDED BY TENUREX “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PRIVACY RIGHTS OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (A) TENUREX DOES NOT REPRESENT OR WARRANT THAT THE DATA OR ACCESS THERETO WILL BE UNINTERRUPTED OR ERROR-FREE; B) TENUREX DOES NOT REPRESENT OR WARRANT THE CORRECTNESS OR COMPLETENESS OF THE DATA; AND/OR (C) PARTIES HAS NO OBLIGATION TO INDEMNIFY AGAINST ANY CLAIM ARISING OUT OF OR RELATED TO THE OUTPUTS INCLUDING WITHOUT LIMITATION CLAIMS OF VIOLATION OF PRIVACY RIGHTS. Portions of the data provided hereunder are derived from public and paid sources. Certain content may be summarized, and all information should be considered within the full context available in the third-party sources to which source links are provided. TenureX is not responsible for the content of third-party sources. The Customer shall be responsible for its own conclusions based on relationships and categories in the information provided by the TenureX Platform and Services. Due to the nature of public record information, the public records and commercially available data sources used by TenureX, may be incomplete and contain inaccurate information or errors. The Customer shall independently verify all data and outputs pursuant to its own policies and procedures.
    • Defects. TenureX’s sole and exclusive liability, and the Customer’s sole and exclusive remedy, with respect to a defect in method, shall be limited to TenureX’s obligation to resupply the relevant data and outputs without such defect in method within 2 (two) Business Days from written notice to that affect from the Customer. In these T&C, the term “Business Day” means a day of which most of the banks in Israel are open for business.
    • Disclaimer of Additional Warranties. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY EXPRESSLY DISCLAIMS AND THE OTHER PARTY HEREBY WAIVES ANY AND ALL WARRANTIES CONCERNING THE TENUREX PLATFORM AND CLIENT SOLUTIONS AND THE SERVICES PROVIDED HEREUNDER, UNLESS OTHERWISE STATED IN THIS T&C, WHETHER EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
    • Relationships with customers and other partners. It is acknowledged and agreed that (i) TenureX is not in any way taking any responsibility relating to or for the End User, Customer, any banking partner or for any wire transfer or failure to perform or execute any transaction; (ii) TenureX does not provide any warranty or guarantee that it will be able to onboard the Customer and facilitate any commercial engagement with a banking partner; (iii) TenureX shall have no liability to the Customer or any of its Affiliates as a result of failure by the Customer to enter into any transaction with a banking partner, or as a result of any such transaction if entered or a transfer made pursuant to such transaction; and (iv) TenureX sole and exclusive liability is to the proper operation of the TenureX Platform, the SLA, and its liability pursuant to this T&C in relation to any and all claims, demands or contentions against it shall in no way exceed the remuneration received by it hereunder.
    • Disclaimer of internal controls and procedures. When offering its TenureX Platform and Services, TenureX has not been engaged to perform an evaluation of the effectiveness of the internal controls and procedures, to render legal, regulatory or accounting advice, nor to serve as an expert witness or prepare expert material for production in any action. Further, the engagement will not constitute a financial statement audit, review, or compilation that is subject to the rules of any national, or international professional or regulatory bodies.
    • Limitation on Consequential Damages. A PARTY SHALL NOT BE LIABLE TO THE OTHER PARTY UNDER THIS T&C FOR ANY SPECIAL, INCIDENTAL, INDIRECT AND/OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    • Limitations on other Liabilities. In no event will the aggregate liability of TenureX, direct or otherwise, arising out of or in connection with this T&C exceed the total amount of Fees paid by the Customer to TenureX under this T&C, regardless of the cause or form of action. The existence of more than one claim in relation to any of TenureX Platform or Services or claims under more than one part of this T&C shall not enlarge or extend this limit. Customer releases TenureX from all obligations, liability, claims or demands related to the outputs under this T&C in excess of the limitation provided for in this Article. TenureX shall not be liable for any of the following (whether direct or indirect): any losses, liabilities, claims, costs or expenses arising from the combination of the TenureX Platform with the Customer Solution.
    • Exceptions to the Limitations. The limitations in this Article do not apply to the obligation to pay Fees, obligation with respect to TenureX intellectual property, the liability of either party for the fraud, gross negligence, recklessness, or willful misconduct of a party or its Staff, employees or agents.
    • LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING IN THESE T&C OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: EXCEPT IN THE EVENT OF MISUSE OF THE TENUREX PLATFORM BY THE CLIENT, IN NO EVENT SHALL EITHER PARTY HERETO AND ITS AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, THE THIRD PARTY SERVICE PROVIDERS), BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH THESE TERMS FOR (I) ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; (II) ANY LOSS OF PROFITS, COSTS, ANTICIPATED SAVINGS; (III) ANY LOSS OF, OR DAMAGE TO DATA, USE, BUSINESS, REPUTATION, REVENUE OR GOODWILL; AND/OR (IV) THE FAILURE OF SECURITY MEASURES AND PROTECTIONS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. EXCEPT FOR THE INDEMNITY OBLIGATIONS OF EITHER PARTY UNDER SECTION 16 (INDEMNIFICATION) HEREIN, YOUR PAYMENT OBLIGATIONS HEREUNDER OR BREACH OF OUR ACCEPTABLE USE POLICY BY EITHER YOU OR IN CASE OF A CUSTOMER, ANY OF THE USERS UNDERLYING ITS ACCOUNT, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY, ITS AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, THE ITS THIRD-PARTY SERVICE PROVIDERS), UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITES AND THE SERVICE), EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU (IF ANY) DURING THE 12 CONSECUTIVE MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT
  11. FINANCIAL CONDITIONS
    • Fees. The fees for using Tenurex Platform and Services shall be agreed upon with the Customer on a case to case basis and reflected in an Order Form or a Specific Agreement (“Fees“).
    • Taxes. The Fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties, which may be imposed in respect of these T&C and the purchase or sale, of the Services hereunder (the “Taxes”), except for Taxes imposed on our income. If Customer is located in a jurisdiction which requires Customer to deduct or withhold Taxes or other amounts from any amounts due to us, please notify us, in writing, promptly and we shall join efforts to avoid any such Tax withholding, provided, however, that in any case, Customer shall bear the sole responsibility and liability to pay such Tax and such Tax should be deemed as being added on top of the Fees, payable by Customer.
    • Payment T&C. TenureX’s invoices shall be due 10 (ten) days following the date of the invoice.
    • Discounts and Promotions. Unless expressly stated otherwise in a separate legally binding agreement, if Customer received a special discount or other promotional offer, Customer acknowledges that upon renewal of its subscription, TenureX not obligated to continue to provide any discounts.
    • Problems with payment. (a) In the event that amount due is not paid by its due date, such amount shall accrue interest from the said due date until complete of actual payment, at a rate of 1.5 (one and a half) times the legal interest rate for the current year, according to the Israeli Adjudication of Interest Law, 1961, without exceeding the limits provided for by such law. The said interest shall be applied automatically, without prior formality; (b) Additionally, in the event that a payment is not made on its due date, TernureX reserves the right to suspend use of the TenureX Platform and Services by Customer, fourteen (14) days after a formal demand has not been acted upon, without prejudice to any damages and costs which it may be entitled to claim. Such suspension shall be the Customer’s responsibility, and the Customer undertakes to bear all its consequences, notably higher prices and longer delivery times.
    • Suspension Right. In case of non-payment of the fees following the due date, TenureX reserves the right to suspend access to the TenureX Platform, and no further updates to the products and services shall be provided, until all the fees are duly paid.
  12. SUBSCRIPTION TERM AND RENEWAL
    • Order Form. Our order form may be completed and placed in various ways, among which, an online form or in-product screens or any other mutually agreed upon offline form delivered by Customer or any of the other Users to TenureX , including via mail, email or any other electronic or physical delivery mechanism (the “Order Form”). Such Order Form will list, at the least, the SOW and Services ordered, subscription plan, term, the Fees and any alterations to this Agreement or further agreements between TenureX and the Customer.
    • Term. Services and access to TenureX Platform are provided you on a subscription basis for the term commencing on the date of the Order Form or Specific Agreement (the “Effective Date“) and shall remain in effect for the term specified in your Order Form, in accordance with the respective subscription plan purchased under such Order Form, and if no such term is provided in the Order Form or Specific Agreement, then for an initial term of two (2) years as of the Effective Date (“Initial Term”), unless terminated as provided below. Following the Initial Term, the subscription will be automatically renewed for subsequent periods of 12 (twelve) months each (“Renewal Term”. Together with the Initial Term – the “Term“), unless terminated by either party with six (6) months prior written notice.
    • Termination. Each party shall be entitled to terminate the subscription of the client for the TenureX Platform and Services with immediate effect and without indemnity, notably in the following cases: (i) If a party commits any material breach of this T&C which is not cured (if curable) within 7 (seven) days of the written notice of the other party; (ii) If a party takes any verbal or written initiatives which have as a consequence a degradation of the other party’s image or reputation; (iii) In a case of the Customer, in an event of “Change of Control” of the Customer which means: (a) a transaction or series of related transactions in which any person or entity, acquires, directly or indirectly, more than 50% of the outstanding voting shares of the Customer having the right to vote for the election of members of the board of directors, (b) any reorganization, merger or consolidation of the Customer, or (c) a sale, lease or other disposition of all or substantially all of the assets of the Customer; (iv) if there is no customer agreement with End User concluded within the first twelve (12) months of the Initial Term; (v) In the event of unpaid invoices which are: (i) not in dispute, and (ii) are delayed more than sixty days; (v) in the first 12 (twelve) months of the Initial Term, pursuant to three (3) months prior written notice and the payment of the Fees.
    • Consequences of termination in the event of termination or other expiration of the subscription. TenureX shall terminate all usability of TenureX Platform and the Customer shall return to TenureX, within fifteen (15) days from the termination date, all documents and/or information, magnetic media and documentation received from TenureX and shall confirm in writing that the inventory of returned items is exact; The Customer undertakes to pay TenureX all Fees due or still to fall due by virtue of its contractual obligations, at the initial contractual due dates. The Customer shall supply TenureX at its request with an exhaustive and informative list of Affiliates and Staff that have accessed TenureX Platform. The provision contained in relevant Article for Warranty, Limitation of Liability, Confidentiality, Termination, and General Provisions shall survive the termination.
    • Excessive Usage. We shall have the right, including without limitation where we, at our sole discretion, believe that Customer and/or any of its Users, have misused the TenureX Platform or Services, to offer the subscription in different pricing and/or impose additional restrictions as for the upload, storage, download and use of the TenureX Platform or Service, including, without limitation, restrictions on Third Party Services or Third Party Components, network traffic and bandwidth, size and/or length of content, quality and/or format of content, sources of content, volume of download time, etc.
  13. CONFIDENTIALITY
    • Confidential Information. In connection with these T&C and the Services (including the evaluation thereof), each party (“Disclosing Party”) may disclose to the other party (“Receiving Party”), non-public business, product, technology and marketing information, including without limitation, customers lists and information, know-how, software and any other non-public information that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, whether disclosed prior or after the Effective Date (the “Confidential Information”). For the avoidance of doubt, (i) Customer Data is regarded as End User’s Confidential Information, and (ii) our Website, Service, trial service and/or pre-released services, inclusive of their underlying technology, and their respective performance information, as well as any data, reports and materials we provided to you in connection with your evaluation or use of the Service, are regarded as our Confidential Information. Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without any use or reference to the Confidential Information.
    • Confidentiality Undertakings by the Receiving Party. The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, service providers and agents, on a need to know basis and who are bound by confidentiality obligations at least as restrictive as those contained herein; and (ii) not use or disclose any Confidential Information to any third party, except as part of its performance under these T&C and as required to be disclosed to legal or financial advisors to the Receiving Party or in connection with a due diligence process that the Receiving Party is undergoing, provided that any such disclosure shall be governed by confidentiality obligations at least as restrictive as those contained herein.
    • Compelled Disclosure. Notwithstanding the above, Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency or other governmental body; provided, however, that to the extent legally permissible, the Receiving Party shall make best efforts to provide prompt written notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.
  14. SPECIFIC LAWS; REASONABLE ALLOCATION OF RISKS
    • Specific Laws. Except as expressly stated in these T&C, we make no representations or warranties that your use of the TenureX Platform and Services is appropriate in your jurisdiction. Other than as indicated herein, you are responsible for your compliance with any local and/or specific applicable Laws, as applicable to your use of the TenureX Platform and Service.
    • Reasonable Allocation of Risks. You hereby acknowledge and confirm that the limitations of liability and warranty disclaimers contained in these T&C are agreed upon by you and us and we both find such limitations and allocation of risks to be commercially reasonable and suitable for our engagement hereunder, and both you and us have relied on these limitations and risk allocation in determining whether to enter these T&C.
  15. WARRANTY DISCLAIMER
    • NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE TENUREX PLATFORM, SITES AND THE SERVICE ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND. WE AND OUR AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, THE THIRD PARTY SERVICE PROVIDERS), HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, WARRANTIES AND/OR REPRESENTATIONS OF MERCHANTABILITY, FUNCTIONALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY. WE AND OUR VENDORS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE TENUREX PLATFORM SERVICE AND SITES, INCLUDING THE ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR FREE, THAT DATA WON’T BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES AND/OR SERVICE ARE FREE FROM VIRUSES OR OTHER HARMFUL CODE. WE AND OUR VENDORS FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT YOU AND/OR YOUR DATA (INCLUDING CUSTOMER DATA) MAY SUFFER, THAT ARE BEYOND OUR CONTROL. EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION (I) THAT OUR SERVICE (OR ANY PORTION THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF YOUR CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO YOU; AND/OR (II) REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICE AND/OR THE SITES.
  16. GENERAL PROVISIONS
    • Force Majeure. Neither party shall be deemed to be in default of any provision of this T&C or be liable to the other Party or to any third party for any delay, error, failure in performance or interruption of performance resulting directly or indirectly from causes beyond that party’s reasonable control. Such causes shall include, but not be limited to, acts of God, strikes, lockouts, riots, and acts of war, epidemics, and governmental regulations superimposed after the fact, fire, communication failures, power failures, earthquakes or other disasters. The period of performance shall be extended to such extent as may be appropriate after the cause of the delay has been removed. If any excusable delay or failure to perform by a party exceeds thirty (30) days, the other party shall have the right to terminate the subscription without liability. This provision shall not relieve the Customer from paying any Fees due under this T&C, provided that TenureX provided the TenureX Platform and outputs within the Force Majeure period.
    • Compliance with laws. Each party agrees that it shall: (a) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the UK Bribery Act 2010; (b)  maintain in place throughout the Term its own policies and procedures, including but not limited to adequate procedures under the relevant requirements, to ensure compliance and will enforce them where appropriate; (c) promptly report to the other party any request or demand for any undue financial or other advantage of any kind it receives in connection with the TenureX Platform and Services; and (d)  immediately notify the other party (in writing) if a foreign public official becomes an officer or employee of its organization or acquires a direct or indirect interest in it (and it warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this T&C). Additionally, neither Party shall offer or agree to give any employee of the other party or any other person acting as a consultant to the other party any gift or consideration of any kind as an inducement or reward for doing or for bearing to do or for having done or forborne to do any act in relation to the obtaining or execution of this T&C or for showing or forbearing to show favor or disfavor to any person in relation to this T&C.
    • Modifications. TenureX reserves the right to change or modify these T&C at any time in its sole discretion and without prior specific notice to you. TenureX will change the “Last Updated” date at the top of these T&C when such changes or modifications are made, which shall be effective immediately. Your continued use of the Website will indicate your acceptance of such changed or modified T&C
    • Independent contractors. The parties are independent businesses and are not partners, principal and agent or employer and employee and this T&C does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
    • No implied waivers. No failure or delay on the part of a party in exercising any right or remedy hereunder or in enforcing the terms and conditions of this T&C will operate as a waiver thereof; nor will any single or partial exercise thereof or of any other right or remedy. No provision of this T&C may be waived except in a writing document signed by the party granting such waiver.
    • Interpretation. The headings to the clauses in this T&C are for ease of reference only and shall not affect the interpretation or construction of this T&C.
    • Entire agreement. This T&C and the documents referenced herein constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all prior oral and written agreement or communications by the parties hereto and referencing this T&C. It is the parties’ intention that the use of the TenureX Platform and related services provided by TenureX to the Customer shall be governed by these T&C and Service Level Agreement attached hereto as Annex D (“T&C and SLA”).
    • No-Assignment. Other than in the event of Change in Control and subject to the relevant provisions above, the Customer shall not assign or transfer its interest, rights or obligations in or under this T&C to any third party without TenureX prior written consent.
    • Severability. In the event that any one or more of the provisions or parts of any provisions contained in this T&C shall for any reason be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the same shall not invalidate or otherwise affect any provision or part of any other provision hereof, and this T&C shall be construed as if such invalid, illegal or unenforceable provision or part of any provision had never been contained herein.
    • Addresses. Any document, letter, notification between the parties shall be sent to the address specified in the Order Form or Specific Agreement. any such document, letter, notification sent to TenureX shall be deemed to received by TenureX only if sent also by email to [_______@____.____] [please complete] with confirmation of proper transmission.
    • Governing Law; Jurisdiction. The interpretation and enforcement of this T&C shall be governed by, and construed in accordance with, the Israeli law without reference to the conflict of law principles thereof. Each Party irrevocably agrees that the competent courts in Tel Aviv, Israel, shall have exclusive jurisdiction for all matters or disputes arising out of or in connection with this T&C, and each party hereto irrevocably submits to such jurisdiction.
    • Class Action Waiver. WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND TENUREX AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and TenureX mutually agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding

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Annex A

THIRD PARTY COMPONENTS AND THIRD PARTY SERVICES

List of data providers and Sub-processors

Data Provider Sub Processor Description of services  
Regulatory DataCorp Limited, a company incorporated in England and Wales with offices at 6 Lloyd’s Avenue, London, United Kingdom Yes

Sanctions Screening: Screen names and entities for Sanctions/AML compliance. Checks OFAC and more than 1000 other watchlists.

PEPS Screening: Screen names and entities for Politically Exposed Persons lists.

Adverse media: Screen names and entities for adverse media.

Sanctions, PEP, and ongoing screening.

 

LexisNexis® Risk Solutions, LNRS DATA SERVICES LIMITED, a company registered in England and Wales, with its registered office at

Quadrant House, The Quadrant, Sutton, Surrey, SM2 5AS, United Kingdom

NO

Financial Institutions counterparty Assessment and KYC Due

Diligence and verification of payments input

360kompany AG, having its seat at Schwindgasse 7/12, 1040 Vienna, Austria Yes

Company Identity Check: Global identity verification based on legal names and PII provided.

Check new customer data against global identity information.

OpenCorporates Ltd, a company limited by shares and registered in England under company number 07444723 Yes

Company Identity Check: Global identity verification based on legal names and PII provided.

Check new customer data against global identity information.

ZoomInfo Technologies LLC

805 Broadway, Suite 900

Vancouver WA 98660

Yes Global online source that provides open, standardized and high quality legal entity reference data  
Elucidate GmbH, Berlin, Germany, Amtsgericht Charlottenburg HRB 196707B Yes

Financial Institutions counterparty Assessment and KYC Due

Diligence and verification of payments input

 

 

Additional terms:

Regulatory DataCorp Limited (“RDC“):

  1. If Customer or End User is a law firm, then the use of TenureX Platform shall be subject also to the prior approval of RDC.

 

  1. Customer also agree to the following RDC End-User terms:

A database/querying service (the “GRID Service”) providing published and publicly available information (collectively, “Information”) to assist the Customer in assessing and managing risk with respect to Regulatory Compliance Obligations (“Authorized GRID Uses”) (collectively, the “Services”)

Customer Requirements. Customer shall be a bank, non-bank financial institution or any other entity subject to legal and regulatory compliance obligations with respect to money laundering, fraud, corruption, terrorism, organized crime, regulatory and suspicious activity reporting, sanctions, embargoes, and other regulatory risks and associated obligations (“Regulatory Compliance Obligations”) that agrees to be bound by these terms.

Customer Information. As used in this Agreement, “Customer Information” means information that identifies an individual or entity as Customer’s existing or prospective customer that is submitted to TenureX in connection with the Services.

Use of the GRID Service and Information. Subject to the Data Legislation, Customer is authorized to access and use the Information solely for Authorized GRID Uses and for no other purpose. Notwithstanding the foregoing, Customer agrees that it will not republish or otherwise disclose the Information or the Services except as required by law or regulation, to respond to valid legal process or otherwise comply with Customer’s Regulatory Compliance Obligations. Without limiting the generality of the foregoing, Customer shall only attribute Information provided to the original source cited and not to any of TenureX’s other third-party providers. Moreover, any alerts or other reports provided to Customer shall not be provided to anyone other than Customer and Customer shall not share such reports with any of its customers, clients, consultants, suppliers or anyone else outside of Customer. [The following sentence is applicable only if purchasing RDC Reader Licenses] Furthermore, any articles or other data obtained through the use of the Reader License shall not be provided to anyone other than Customer without authorization from TenureX’s third-party providers and Customer shall not share any such articles or other data with any of its customers, clients, consultants, suppliers or anyone else outside of Customer. Customer is solely responsible for obtaining, at its own cost and expense, any requisite software, equipment and telecommunications service(s) as may be necessary to access and use the Services.

Expressly Prohibited Use. Customer and its users, no matter where any of them are located, shall be expressly prohibited from using the Services or the Information (i) to establish a consumer’s eligibility for credit, insurance, employment, government benefits or licenses or any other transaction initiated by a consumer; (ii) to collect on an account; or (iii) to determine whether a consumer continues to meet the terms of an account. Customer and its users agree that they shall: (A) use the Services or the Information for impact outside of the United States, (B) use the Services or the Information outside the United States, and (C) in the event that they use the Services or the Information within the United States or for impact within the United States, agree to act outside of the scope of the Fair Credit Reporting Act of the United States of America, 15 U.S.C. §1681, et seq. (“FCRA”), and, in particular, be bound by the FCRA requirements set forth in Schedule 1. Furthermore, Customers shall be expressly prohibited from sharing the Services or the Information with any of its customers, clients, consultants, suppliers or anyone else outside of Customer.

Data Legislation. For purposes of this agreement,

  1. “Data Legislation” means any applicable law relating to the Processing, privacy and use of personal data, as applicable to either party or the Services, including: (a) the Directive 95/46/EC (Data Protection Directive) and/or Data Protection Act 1998 or the General Data Protection Regulation (EU) 2016/679 (“GDPR”); (b) any laws which implement any such laws; (c) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; and (d) all legally binding regulatory guidance, codes of conduct, standard clauses and accreditations issued or approved by any relevant data protection supervisory authority relating to such Data Legislation;
  2. “Data Subject” means an individual who is the subject of an enquiry; and
  3. “Personal data”, “Processing” and “process” have the meanings set out in Data Legislation.

Customer’s Representations, Warranties and Covenants. Customer hereby represents, warrants and covenants to TenureX as follows:

  • that it has all rights and authorizations to provide the Customer Information for use in accordance with the terms herein;
  • that the provision and processing of Customer Information to TenureX complies with applicable laws, rules and regulations, including, without limitation, the Data Legislation and any applicable data protection laws and regulations, and in particular that the Customer has: (a) obtained Data Subject consent or established an alternative legal basis for sharing their personal data with TenureX and processing this using the Services; and (b) provided all necessary information and disclosures to Data Subjects about use of their personal data in connection with the Services, as required under Data Legislation, including informing Data Subjects that their personal data will be shared with TenureX and providing them with: (a) transparent information about our respective responsibilities for compliance with the obligations under Data Legislation; and (b) access to a copy of TenureX’s privacy policy;
  • that Customer is responsible for ensuring that its processing of personal data complies with the data protection principles under the Data Protection Directive / GDPR, including that all Customer Information: (a) is accurate and complete and that Customer shall notify TenureX without delay of any inaccuracies or of any corrections required; (b) contains the minimum information required for TenureX to provide the Services, and does not include any sensitive personal data or special categories of personal data; and (c) is kept in a form which permits identification of Data Subjects for no longer than is necessary for the purposes for which the personal data are processed;
  • if Customer receives any complaint, notice or communication (including from a Data Subject, a regulator or law enforcement agency) which relates directly or indirectly to the Services, any data provided under the Services, or to either party’s legal compliance including but not limited to the Data Legislation, or the parties’ privacy policies, it shall immediately notify TenureX and it shall provide TenureX with full co-operation and assistance in relation to any complaint, notice or communication;
  • it shall provide TenureX with full co-operation and assistance in relation to any request made by any individual (including but not limited to a Data Subject) to TenureX to have access to, correct, destroy or otherwise process that person’s personal data (“data subject requests”);
  • that Customer shall pay TenureX’s reasonable costs of assisting with and responding to complaints, notices or communications and data subject requests received by Customer, to the extent that such assistance cannot be accommodated within the normal provision of the Services;
  • it will process any personal data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments (including but not limited to the Data Legislation);
  • it will take appropriate technical and organizational measures against the unauthorized or unlawful processing of personal data and against the accidental loss or destruction of, or damage to, personal data to ensure compliance with the requirements of Data Legislation relating to security;
  • Customer shall ensure that any of Customer’s users, employees, contractors and agents who have access to Confidential Information or who access the Services have undertaken regular training in the Data Legislation (and any changes to the Data Legislation whilst the Services are provided);
  • all users, employees, contractors or agents or other persons with access to the Services are aware of Customer’s duties and their personal duties and obligations under the Data Legislation and this agreement;
  • Customer shall take reasonable steps to ensure the reliability of any of Customer’s users, employees, contractors and agents who have access to the Services or the Confidential Information;
  • Customer shall notify TenureX as soon as possible and in any event within 24 hours if it receives a request from any individual ((including but not limited to a Data Subject) for access to that person’s personal data or the attempted exercise of any similar request including but not limited to any right to be forgotten and shall ensure that TenureX is notified of the request before Customer responds to or deals in any way with that request;
  • it shall only use the Information as set forth in this agreement; and
  • it will upon request certify in writing to TenureX that it has during the term of this agreement remained in compliance with the obligations set forth herein.

Third Party Rights.

  1. TenureX contracts with Customer for itself and as trustee for TenureX’s third-party providers (and TenureX’s third-party providers declare themselves to be trustees accordingly). TenureX’s third-party providers may also enforce their rights against Customer under this agreement, pursuant to the Contracts (Rights of Third Parties) Act 1999 notwithstanding that they are not a party to this agreement.
  2. Except as expressly provided above or as otherwise expressly stated elsewhere in this agreement, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

[APPLICABLE ONLY IF PURCHASING RDC READER LICENSES]

READER LICENSE

Customer hereby requests that TenureX, through an arrangement it has with its third-party providers, grant a license (“Reader License”) to Customer to enable designated users to access the full text content of certain media records referenced in matches. TenureX will provide Customer the requested number of Reader Licenses at the license cost set forth in Appendix A. Each license will enable the designated users to view the underlying articles referenced in the matches at the appropriate database but such license will not enable designated users to access or use the functionality or any of the other search and retrieval services that may be made available by such third party providers. Use of Reader Licenses may require the acceptance of additional terms and conditions prior to viewing the underlying content including, without limitation, the terms and conditions attached hereto as Schedule 2.

 

 

 

 

Annex B

Service Level Agreement

The following sections provide relevant details on service availability, monitoring of the Platform and related components.

  1. Service Availability

Coverage parameters specific to the service(s) covered in this agreement are as follows:

  1. Web services

The Platform’s web based Services will be available for a minimum of 99.5% within each calendar month. Scheduled Maintenance will be excluded from downtime.

Available” shall mean that the Platform’s site is operating and all basic functions are accessible.

  1. API based Services

The Platform’s API based services will be available for a minimum of 99.5% within each calendar month. Scheduled Maintenance will be excluded from downtime.

Available” shall mean that a request can be submitted and a response received that complies with the API documented format.

  1. Telephone & Email Support

Telephone support is provided during Working Hours. Email support is provided during Working Hours. Emails received outside of Working Hours will be collected, however no action can be guaranteed until commencement of Working Hours on the next Business Day.

Contact details for support are as follows:

Email cs@tenurex.com
Phone

+ 972 (0) 73 326 0303 (ISR)

+ 1 605 836 8739

 

Support requests will be dealt with on a priority basis as determined by TenureX with reference to the priority definitions below. Priority is determined through a combination of impact and urgency, as described below. Support requests do not include new feature requests.

Priority Definitions:

Each support request shall be assigned a priority on receipt by TenureX:

Priority 1:

The issue or failure is causing immediate critical and significant impact on
major business functions for the customer or customer’s client, and there is no possible workaround.

Priority 2:

The issue or failure is causing critical and significant impact on major business functions, but there is a workaround available; or

The issue or failure will imminently cause critical and significant impact on major business functions for the customer and there is no possible workaround; or

The issue or failure is causing critical and significant impact on non-core business functions, and there is no possible workaround.

Priority 3:

The issue or failure is causing an impact on non-core business activities for the customer, and a workaround is available.

Priority 4:

The issue or failure has limited impact or the impact is minimal and a workaround or feature will be provided within the next calendar month.

  1. Target Response and Resolution Targets

TenureX aims to respond and to satisfactorily resolve 90% of issues submitted to it within the targeted time, as specified below.

Priority Target Response Time – confirmation by email that issue received and assigned priority Target resolution time
1 1 Working Hour 8 Working Hours
2 1 Working Hour 24 Working Hours
3 3 Working Hours 10 Business Days
4 5 Working Hours 20 Business Days

 

Target response and resolution times referenced above will be measured from whichever is the latter of:

  • When TenureX receives a support request and such information, as the customer detailed, is suffice in order for TenureX to give the issue a priority

 

  • If there is ambiguity of whether the fault lies with TenureX’s or the customer’s systems, response time is measured from the time stamp TenureX’s engineers have confirmed that the fault is with TenureX.

 

  1. Exceptions

When a support request requires information or support from an external vendor or more information from the customer, Tenure  may take longer than the above periods to resolve such issues. Such additional time will not be counted as part of the target resolution times.

  1. Scheduled Maintenance

TenureX will endeavour to provide the following minimum levels of notice in respect of Scheduled Maintenance:

Maximum Outage Period Minimum Notice
5 minutes 24 hours
10 minutes 5 Business Days
30 Minutes 10 Business Days
More than 30 minutes 20 Business Days

 

+ 1 605 836 8739cs@tenurex.comCore-Tenure Ltd.                   Customer Success:

+972 (0) 73 326 0303

SLA V1 Oct 2021

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