Terms of Service – Disputesense

1. General
These Terms of Service (the “Terms”) are a binding agreement between you (“You” or “Your”) and HB Commerce Ltd., an entity duly organized and existing under the laws of the jurisdiction of Hong Kong SAR (together with its affiliates and subsidiaries, the “Company”, “We”, “Us” or “Our”), and govern your use or access to our website located at https://disputesense.com/ (the “Website”), our application at https://app.disputesense.com/, and or its subdomains (the “App”) and the Our Services made available to you by the Company via Our Website or App.

By executing the Order Form, completing the Self-Registration, or otherwise using the Services, You represent that you have READ, UNDERSTAND, ACCEPT, and AGREE to be bound by these Terms. If you do not accept and agree with these Terms You are not authorized to use any of the Services, App or the Website.

The term “You”, for its various inflections, as used in these Terms means either an individual utilizing any of the Services or Website in his or her individual capacity or a company or other entity affiliated with an individual utilizing any of the Services on behalf of that company or other entity. If You are entering into these Terms on behalf of a company or other entity, You represent that You are a duly authorized employee or agent of such company or other entity with the authority to enter into these Terms on behalf of such company or other entity and that such company or other entity will be bound by these Terms. In such a case, the term “You” will also refer to such third-party or parties on a joint and several basis. If You are an individual entering into these Terms on Your own behalf, You represent that You are at the age of legal majority or older and have the legal capacity to enter into and be bound by these Terms.

We encourage You to review these Terms periodically for changes. Your continued use of the Website, App or any of the Services following modifications made to these Terms or any of its ancillary policies constitutes Your acceptance of them.
These Terms incorporate Our Privacy Policy and Data Processing Activities page and by agreeing to these Terms, You confirm that You also accept and agree to Our Privacy Policy and Data Processing Activities.

2. Definitions

2.1. “Chargeback Management” means a technological solution specifically designed for the automatic management of chargeback disputes.

2.2. “Chargeback Prevention” means a product known also as “HB Commerce Alerts” which performs proactive actions to (i) prevent and identify potentially fraudulent transactions processed on Your processing account; and (ii) address disputed transactions before they escalate into formal chargebacks. This product involves an early detection mechanism meant to identify when Your customer initiates a dispute, and to automatically handle such dispute before it escalates to a chargeback by refunding the transaction.

2.3. “Chargeback Monitoring” means a service known also as “HB Commerce Fraud Monitoring and Revenue Optimization” service dedicated to reducing the chargeback ratio and fraudulent transactions.

2.4. “Chargeback Value” means the original monetary value of each chargeback.

2.5. “Commitment Period” means a limited period defined in the Order Form commencing on the Commencement Date, in the course of which the Order Form may not be terminated by either Party.

2.6. “Commencement Date” means the date in which You have performed Self Registration or the commencement date, as defined in the Order Form.

2.7. “Intentional Fraud Chargebacks” means chargebacks disputes that are suspected to be committed by third-party fraudsters intentionally and usually are a result of account takeover or stolen credit cards.

2.8. “Chargeback Win Rate” means, a rate calculated as a result of the division of the total number of chargeback disputes managed by Us and settled in Your favor during the applicable period with the total number of chargeback disputes managed by Us during the applicable period, minus the total number of Intentional Fraud Chargebacks.

2.9. “Fees” means the fees, charges, and payments set forth in the Website pricing page, or if applicable set forth in the Order Form.

2.10. “Order Form” means, if applicable, the ordering document executed by You and Us, with respect to the Services (as defined below), which shall define: (i) the Commencement Date; (ii) where applicable – The Trial Period and Commitment Period; (iii) applicable Services to which You subscribe; (iv) the Fees to be paid by You; and (v) any other terms that may be agreed upon between You and Us. By executing an Order Form you accept these Terms, unless otherwise specifically stated in the Order Form. In case of any conflict between these Terms and the Order Form, the Terms shall prevail, unless explicitly stated otherwise in the relevant Order Form.

2.11. “Self Registration” means a self-registration process to create an account to Our App, via Our Website, including the acceptance of these Terms, and the Fees defined on the Website pricing page, unless otherwise stated in an Order Form (if applicable) between You and the Company.

2.12. “Services” means Chargeback Management, Chargeback Prevention, Chargeback Monitoring, Support Services, and Additional Services (as defined herein below).

2.13. “Successful Chargeback” means any of the following: (i) a chargeback that was addressed or managed by Us and resulted, directly or indirectly, in the recovery of any funds to You; (ii) a chargeback that was addressed or managed by Us, and is defined, considered or determined as “won” (or any other word with similar meaning) according to the respective payment service platform; and (iii) a chargeback prevented by Us.

2.14. “Support Services” means the maintenance and support services provided through email, chat, or Slack (if applicable), in accordance with these Terms.

2.15. “Term” means the period commencing on the Commencement Date and ending upon the termination of the Order Form in accordance with these Terms or the applicable Order Form.

2.16. “Third Party License” means a license agreement governing a particular Third-Party Code or Service.

2.17. “Third Party Code” means software programs, firmware, middleware, and Services licensed by third parties.

2.18. “Trial Period” means a limited period defined in the Order Form if applicable, commencing on the Commencement Date, designated for proof-of-concept evaluation purposes.

2.19. “Your Data” means all the data you have shared with Us including but not limited to the raw data from your systems, website, legal policies, business information, customer data, financial data, uploaded files and information, inputs, data transmitted through API, user access, direct integrations between Us and Your system, access granted to Us through integrations to third party systems used by You.

3. Subscription and On-Boarding

3.1. You will subscribe to Our Services by signing up to our App directly from the Website which there Your account will be created in a Self Registration process and/or by executing an Order Form.

3.2. Following subscription via Self Registration, and/or via Order Form, and in order to use the Services, You will commence the on-boarding process by opening an account (the “Account”), installing Our application, integrating Your systems, and connecting add-ons, if applicable (the “On-Boarding”).

3.3. When You register for the Services, You are required to complete certain details about Yourself, as further described in Our Privacy Policy. You will further provide Us information with respect to Your online/retail store (the “Store”) and connect our Services to your CRM system, payment gateway, and payment processor or payment facilitator. You will need to open a separate account for each Store You connect to the Services.

3.4. You will also provide Us with any and all data sources, platforms, information, and documents that are required for Us to (i) to verify the Fees amount due to Us, (ii) to provide the Services, and (iii) to enable Us to utilize Our Services. Additionally, We will need a valid credit card inserted during the On-Boarding and/or approval for the Shopify Billing Plan. Following and subject to full receipt by Us of this information and the information listed in section 3.3 above, the Services will be activated.

3.5. The information that You provide during the subscription and On-Boarding process must be accurate, up-to-date, and complete. In addition, You will be asked to choose a password, which, together with Your email address associated with Your Account (the “Access Information”), will constitute Your identification information for the purpose of logging in to Your Account. If applicable, You will also be able to log in using Google SSO method.

3.6. You are solely responsible for maintaining the confidentiality of Your Account information and Access Information. You remain solely responsible for the activity on Your Account with the use of Your Access Information. If You share Your password with anyone or fail to protect your account for any reason, We will not be held liable for any loss that may occur as a result thereof. You may not allow any other third party to use or access Your Account. You must notify Us immediately of any unauthorized access to Your Account, or any other breach of security.

3.7. It is Your responsibility to keep the email address associated with Your Account up to date so that the Company can communicate with You electronically and You are required to notify Us if there is any change to Your email address. You understand and agree that You forfeit the right to plead ignorance if You do not receive an electronic communication sent to You by the Company, because Your Account’s email address is incorrect, out of date, blocked by Your service provider, or You are otherwise unable to receive electronic communications.

4. The Services
4.1. Use of Services. Subject to compliance with these Terms and the Order Form, if applicable, the Company will provide You the Services to which You subscribe from time to time during the Term. You can view the status of disputes and Services in Your Account’s dashboard if applicable.

4.2. Chargeback Management.
If you elect to subscribe to the Chargeback Management Services, the following will apply:

4.2.1. If following completion of On-Boarding to Our Services, You already have open chargebacks (“Old Chargebacks”), We will use Our best efforts to address those. However, We are only obligated to manage chargeback disputes opened after On-Boarding and We do not guarantee that Old Chargebacks will be addressed by Us due to the time period left to handle them properly.

4.2.2. We will process on Your behalf, Your customers’ information for the purpose of addressing the chargebacks as provided by the Data Processing Activities page on our Website. You hereby undertake and warrant that these processing activities are permitted under Your privacy policy.

4.2.3. As part of the Services, We, at Our own discretion may reach out to Your customers directly and resolve the dispute directly with Your customer, until Your customer withdraws the chargeback or closes the dispute at its own initiative.

4.2.4. If You turn off the feature toggle “Managed by HB Commerce” in the App, We will not be liable to handle the chargeback for you, and You assume full responsibility for resolving it.

4.2.5. If You have provided Us access to systems or apps that You are using, You should assume the responsibility to revoke the access when the Service is terminated.

4.2.6. Our ability to handle the chargeback dispute relies on integrations You have connected to Our Services or access granted by other means. In the event that there is a problem with the integration or access for any reason, we shall not be liable to handle the related chargeback disputes.

4.2.7. Failure to process any Fees for the Services may lead to immediate termination or suspension of this Service in accordance with sections ‎11.3‎ or 11.4 below, respectively, and You acknowledge that, following disconnection from the Services, You will not be entitled to raise any claims regarding the outcomes or results associated with such disconnection. As well, we shall not be liable for any Services provided from the moment we have failed to collect our Fees for the Services.

4.3. Chargeback Prevention.
If you elect to subscribe to the Chargeback Prevention Services, the following will apply:

4.3.1. If a transaction in Your Store triggers a Chargeback Prevention alert (“Alert”), We will review the transaction details and may perform either of the following actions: 1. We may refund it on Your behalf; or 2. notify You, before processing and further managing the chargeback. We are not responsible for refunding or cancelling the transaction on Your behalf.

4.3.2. While Chargeback Prevention Service helps enhance security and minimize risks associated with credit card transactions, they do not guarantee 100% protection against fraud or chargebacks.

4.3.3. Failure to process any Fees for the Chargeback Prevention Services may lead to immediate termination of this Service in accordance with section ‎11.3 below and You acknowledge that, following disconnection from the Chargeback Prevention Services, You will not be entitled to raise any claims regarding the outcomes or results associated with such disconnection.

4.3.4. It is clarified that as a part of the Chargeback Prevention Services, We, at Our sole discretion, may make a refund on Your behalf when a new alert is received or may open a dispute and settle it directly.

4.3.5. If Your payment processor is unable to issue refunds for transactions for any reason, or We do not have the appropriate access or permissions to perform the refunds on behalf of You, we shall not be held liable for the associated Services costs and We will not be able to prevent the chargebacks.

4.3.6. If the merchant fails to provide timely access to the payment processor, whether through API integration or through user access, We shall not be held responsible.

4.3.7. Additionally, if our third-party provider refuses to issue a refund for an alert that was not prevented, We shall not be held liable.

4.3.8. Or other agreed terms by the Order Form or Self-Servicing Registration.

4.4. Additional Services. In addition to the primary Services outlined herein, the company reserves the right to offer additional services not specifically mentioned or described under these Terms, including certain other ancillary solutions provided by us from time to time, such as services based on Third Party Code and professional services, fraud monitoring and revenue optimization or order review (“Additional Services”). You may opt to subscribe to these Additional Services, by an Order Form or Self Registration procedure, and in doing so, You agree to pay the applicable Fees and comply with any terms detailed in the applicable Order Form and/or during the Self Registration. The Additional Services shall be provided in accordance with the scope and legal terms to be detailed in the Order Form or the Self Registration process, and with respect to such Additional Services, in case of any conflict with those Terms, the terms of the Order Form or terms Self Registration process shall prevail. The Additional Services can be performed by a third party appointed by Us.

4.5. Third Party Services.

4.5.1. The Services and the Website may contain or use a Third Party Code.

4.5.2. Each such Third Party Code is licensed to You subject to its respective Third Party License. If, and to the extent, a Third Party License requires that these Terms effectively impose, or incorporate by reference, certain disclaimers, provisions, prohibitions, or restrictions, then such disclaimers, provisions, prohibitions, or restrictions shall be deemed to be imposed, or incorporated by reference into these Terms, as required, and shall supersede any conflicting provision of these Terms, solely with respect to the corresponding Third Party Code which is governed by such Third Party License.

4.5.3. We are not, and shall not be, liable to You, for any errors, malfunctions, or bugs in any Third Party Code, or any consequences resulting therefrom. Your sole and exclusive remedy for any such errors, malfunctions, or bugs, is Our performance of support services.

4.5.4. Without derogating from the generality of the foregoing and to the fullest extent permitted by law, Our liability to You with respect to any damages resulting from any event relating to such Third Party License shall in no event exceed the damages paid to Us by such third party in connection therewith.

4.6. Future Functionality. Your engagement with Us is not dependent on any oral or written comments made by Us regarding future functionality or features. You understand and agree that any features or functions of the Service, that are not currently available, may not be delivered on time or at all. You are engaging with Us in a Self-registration and or by Order Form based solely upon functionality and features that are available in Our Services at the time of execution. The development and timing of any features or functionality remains at Our sole discretion.

4.7. Uptime. We will use reasonable efforts consistent with prevailing industry standards to provide the Services in a manner that minimizes errors and interruptions in accessing and using the Services. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Us or by third-party providers, or because of other causes beyond Our reasonable control, but We will use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption within Our control.

5. Links
5.1. The Website may contain links, content, advertisements, promotions, logos, and other materials to platforms, websites, or software that are controlled or offered by third parties (the “Links”). We caution You to ensure that You understand the risks involved in using such websites, software, platforms, or materials before retrieving, using, relying upon, or purchasing anything via these websites, platforms, or software or based on such materials. Such Links are provided solely for Your convenience, and You agree that under no circumstances will You hold Us liable for any loss or damage caused by the use of or reliance on any content, goods, or services available on other websites, platforms, or software.

5.2. The inclusion of Links in the Website is not an endorsement, authorization, sponsorship, affiliation, or any other connection between Us or those websites, platforms, software, or their operators.

6. Fees; Payments; Taxes

6.1. You shall timely pay all Fees For Services.

6.2. Fees with respect to Chargeback’s Management Services. In consideration for the Chargeback’s Management Services, You shall pay Us a Fee with respect to Successful Chargebacks, at a percentage of each Chargeback Value, as such percentage rate is indicated in the Order form or Our Website pricing page, whichever is applicable. The Fees shall be paid to Us immediately upon the consummation of a Successful Chargeback.

6.3. Fees with respect to Chargeback Prevention Services. In consideration for the Chargeback Prevention Services, You shall pay Us a Fee with respect to each Alert received by Us, all in accordance with the pricing detailed in our Website pricing page, and or your Order Form, as applicable.

6.4. Fees with respect to Additional Services. The Fees for the Additional Services shall be determined by us and communicated to you before subscription.

6.5. Failure by Your payment processor to perform refunds shall not relieve You from Fees with respect to Our services.

6.6. For the removal of doubt, if You disconnect a Store from chargeback management service after a dispute was opened and managed by us, You will be obligated to pay Us fees at the rate of 8% of its Chargeback Value, regardless of the final results achieved after the disconnection from the Service.

6.7. Invoicing. You are fully responsible for providing Us with complete and accurate billing and contact information.

6.8. Payment Terms. Payment Terms shall be as detailed below unless otherwise defined in the Order Form:

6.8.1. Authorization: By providing Your credit card information or connecting Your payment processor (ie. Shopify payment) “payment gateway”, You authorize Us to charge the applicable Fees to Your payment gateway for the Services You receive from Us, and in addition You represent and warrant that You are authorized to use the credit card and that the payment information provided is accurate and complete.

6.8.2. Payment Processing: Upon successful completion of a transaction (dispute won, alerts received, monthly subscription), the funds will be charged to Your credit card immediately. You will receive a confirmation email or receipt for Your records or a monthly summary for all Services received and paid by You during the applicable month.

6.8.3. Currency: All transactions are processed in USD. Any currency conversion fees or charges applied by Your credit card issuer are Your responsibility.

6.8.4. Disputes: If You have any concerns or disputes regarding a transaction, please contact Us immediately for assistance. We will work with You to resolve any issues in a timely manner.

6.8.5. Enrolment to any of Our Services is subject to the successful processing of a temporary authorized payment in the amount equal to the expected volume of Services to be consumed by You monthly (for example – if the expected volume of Services equals $100 per month, You will have $100 authorized payment).

6.8.6. Upon enrolment or at any time during the Term, We may at Our sole discretion, charge You a deposit in the amount equal to the expected volume of Services to be consumed by You on a monthly basis (the “Deposit Amount”). The Deposit Amount may be increased, from time to time, according to the actual volume of Services consumed by You in the past month. It should be noted, that the Deposit amount is not an actual payment, but a reserve fund to verify that You can cover the Fees.

6.8.7. In case of failure to process the Fees for Our Services via the payment method provided by You, We are entitled to utilize the Deposit Amount, in whole or in part, as payment for Our Services. The capture of such amount does not release You from Your obligation, nor derogates from any right or provision upon this Terms. Upon utilization by Us of any part or all of the Deposit Amount You shall be required to complete the Deposit Amount within 7 days. If such amount is not completed within 7 days, we shall have the right to suspend or terminate the Service, as applicable, in accordance with the provisions of these Terms.

6.9. Taxes. All amounts due hereunder are exclusive of all sales, use, excise, service, value-added, or other taxes, duties, and charges of any kind (whether foreign, federal, state, local, or other) associated with these Terms, the Service, or Your access to the Services. You shall be solely responsible for all such taxes, duties, and charges (except for taxes imposed on Our income), which may be invoiced by Us from time to time.

6.10. Late Payments.

6.10.1. If You fail to make payment within the specified time, We reserve the right to discontinue the provision of the Services or a specific applicable Service until payment is received, by giving You notice following which You shall have seven (7) days to provide payment. If payment is not received within said seven (7) days, in addition to Our other rights hereunder, including the right to terminate, We shall immediately stop providing the Services until the date of payment. Without derogating from the above, in case You fail to perform due payment, and the Services are discontinued, You hereby waive any and all claims which may arise in connection with such action.

6.10.2. Without derogating the foregoing, You shall pay interest on all late payments at the lesser of (a) 1.5% per month or (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. You shall reimburse Us for all costs and expenses, including, but not limited to attorneys’ fees, incurred in collecting any unpaid amounts owed by You hereunder.

7. Your Responsibilities

7.1. Lawful Use. You hereby declare and agree that You shall only use the Services in a manner that complies with all applicable laws, rules, or regulations, including, but not limited to, all applicable export laws and applicable restrictions concerning the protection of privacy and intellectual property including copyrights and any other intellectual property rights.

7.2. Without derogating the generality of the foregoing, You hereby declare and undertake that your Store and products and/or services that are being sold in Your Store, are compliant with all applicable laws, rules, or regulations.

7.3. Usage Restrictions. Other than the rights expressly specified in this Terms and in an applicable Order Form, no other right or interest whatsoever is granted to You in connection with the. Without limiting the foregoing, You may not: (i) use the Service for purposes other than the purposes for which it is intended as defined in these Terms and/or the applicable Order Form; (ii); rent, lease, lend, sell, sublicense, assign, distribute, or transfer in whole or in part the right to use the Service or any part thereof; (iii) bypass or breach any security device or protection used by the Service; (iv) input, upload, transmit, or otherwise provide to or through the Service any information or materials that are unlawful or injurious, or that contain, transmit, or activate any harmful code; (v) use the Service in any illegal manner or in any way that infringes the right of any third party.

7.4. You represent and warrant that You have all the legal authority and all rights necessary to provide Your Data to Us hereunder, and the provision of Your Data to Us hereunder does not and will not violate or conflict with or result in a breach of any terms, conditions, duties or obligations You have to any third party or any other rights of any third party or any applicable law, rule or regulation.

7.5. Cooperation. At any time during the Term, You shall, and shall cause Your personnel to, fully cooperate with Us in Our efforts to provide the Services. Without derogating from the foregoing, during the Term, and in any event, no later than 5 days following Our written request, You shall provide Us with any and all data sources, platforms, information, and documents that are required for Us (i) to verify the Fees amount due to Us, (ii) to provide the Services, and (iii) to enable Us to utilize its Services and maintain a high Chargeback Win Rate.

7.6. You undertake to provide Us with access, as specified in section ‎3.3, immediately upon the Commencement Date, and to maintain such access all through the Term. We shall not be liable for any whatsoever failure, including a failure to obtain refunds or to Your Chargeback Win Rate in disputes and chargebacks if You do not provide us with the applicable access.

8. Intellectual Property Rights

8.1. The Services and the Website including the algorithm used to provide the Services, the anonymized and aggregate data collected, the look and feel of the Services, the content, including the video materials, text, photos, logos, any graphical display of data, designs, sound, figures, analysis, statistics, trademarks and any other content embodied in the Services and the Website are protected by Our Intellectual Property Rights or of third parties. For the avoidance of doubt, formats of correspondence with Your customers and other third-party entities prepared by Us as part of the Services is also protected by Our Intellectual Property Rights.
For the purpose of this Terms, “Intellectual Property Rights” means any and all intellectual property rights, whether registered or not, worldwide including, without limitation, all the following: (i) copyrights, including moral rights, registrations and applications for registration thereof; (ii) computer software programs, data and documentation; (iii) patents, patent applications and all related continuations, divisional, reissue, design patents, applications and registrations thereof, certificates of inventions; and (iv) trademarks, trademark applications, domain names, trade secrets and Confidential Information (as defined below).

8.2. As between You and Us, We retain all rights, title, and interest in and to the Services and the Website. The use of the Services and the Website does not confer on You any of the intellectual property rights embodied therein, other than the right to use such in accordance with the terms of these Terms.

8.3. You hereby grant Us a limited, non-exclusive, non-transferable, and royalty-free license to use Your Data, solely for the purpose of providing the Service pursuant to these Terms and the applicable Order Form.

8.4. You shall not, nor shall You allow any other party to modify, decompile, disassemble, reverse engineer, copy, transfer, create derivative works from, rent, sub-license, distribute, reproduce framed, republish, scrape, download, display, transmit, post, lease or sell in any form or by any means, in whole or in part, use for any purpose other than for using the Services and the Website pursuant to the Terms or otherwise exploit any of the contents of the Services and the Website without Our explicit, prior written permission.

8.5. Feedback. If You contact Us with feedback data (e.g., questions, comments, suggestions, or the like) regarding the Services (collectively, “Feedback”), such Feedback shall be deemed to be non-confidential, and We shall have a non-exclusive, royalty-free, worldwide, perpetual license to use or incorporate into Our Services any such Feedback.

9. Confidentiality

9.1. Scope. As used herein, “Confidential Information” means any non-public information or data, regardless of whether it is in tangible form, disclosed by either party (the “Disclosing Party”) that the Disclosing Party has either marked as confidential or proprietary, has identified in writing as confidential or proprietary to the other party (the “Receiving Party”), or that a reasonable person should understand to be confidential due to the circumstances of disclosure or the nature of the information itself. Our Confidential Information includes Our Services. Information will not be deemed “Confidential Information” if such information: (a) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of these Terms by the Receiving Party.

9.2. Use and Non-Disclosure. The Receiving Party agrees that it will use the Confidential Information of the Disclosing Party solely to perform its obligations or exercise its rights hereunder and will exercise due care in protecting the Confidential Information from unauthorized use and disclosure. The Receiving Party will use reasonable measures to protect the confidentiality and value of the Disclosing Party’s Confidential Information. The Receiving Party will not disclose, or permit to be disclosed, the Disclosing Party’s Confidential Information or the terms of the Order Form directly or indirectly, to any third party without the Disclosing Party’s prior written consent, except that the Receiving Party may disclose the Disclosing Party’s Confidential Information (i) to its employees, officers, directors, consultants and professional advisers (e.g., attorneys, auditors, financial advisors, accountants, and other professional representatives) who have a need to know and are legally bound to keep such Confidential Information confidential by confidentiality obligations; and (ii) as required by law (in which case, where permissible and feasible, the Receiving Party will provide the Disclosing Party with prior written notification and the opportunity to contest such disclosure. The Receiving Party will use commercially reasonable efforts to minimize such disclosure to the extent permitted by applicable law). In the event of an actual or threatened breach of the provisions of this Section by the Receiving Party, the Disclosing Party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.

10. Data Security.
We will implement and maintain reasonable administrative, physical, and technical safeguards, including, without limitation, an information security program that meets commercially reasonable industry practices to safeguard Your Data. Further, We represent and warrant that We have obtained SOC2 Type I certification and that such certification shall remain in effect during the Term. However, any storage of information and especially, the transfer thereof via the Internet cannot be fully secured, and therefore We cannot promise absolute protection of Your Data.

11. Terms and Termination

11.1. Your subscription to Our Services shall come into effect upon the Commencement Date and shall remain in full force and effect unless otherwise terminated in accordance with the provisions herein or the Order Form (as far as applicable).

11.2. Either party may terminate the Services or a specific Services, at any time during the Term, other than during a Commitment Period or a Trial Period (if any), and at its sole discretion, by giving written notice to the other party at least thirty (30) days in advance. In order to eliminate any ambiguity regarding the termination of a specific Service, it is imperative that in such case You shall explicitly request the termination of the applicable Service. Termination of one Service shall not automatically imply the termination of any other Service. Failure to provide explicit instructions for each Service may result in continued provision of those Services and charges of associated Fees.

11.3. Without derogating from the provisions of the above, during the Term, the Services may be terminated immediately by either party: (i) in the event of a breach of any provision of these Terms or the Order Form (if applicable), by the other party if such breach is not cured within five (5) days of receiving notice demanding that such breach be cured, or immediately if such breach is incapable of cure; or (ii) should the other party: (a) file or have filed against it a petition in bankruptcy or seeking re-organization and such filing shall not be removed within forty-five (45) days; or (b) have a receiver appointed and such appointment is not revoked within forty-five (45) days, or (c) institute any proceedings for the liquidation or winding up.

11.4. Suspension of Service. Without derogating the generality of the foregoing, it is clarified that in the event of a breach of any provision of these Terms or the Order Form, We may immediately suspend or otherwise deny Your access to or use Chargeback’s Management Services.

11.5. You acknowledge that, following disconnection from the Services, You will not be entitled to raise any claims regarding the outcomes or results associated with such disconnection. As well, We shall not be liable for any Services provided from the moment You have failed to pay Fees for the Services.

11.6. Following the expiration or termination of the Order Form, for any reason, You shall remit in full all payments due to Us for Services rendered prior to termination or expiration, including in accordance with section ‎7.7 above. For the avoidance of doubt, the termination or expiration of the Order Form shall in no way relieve You from Your obligations to pay any sums due to Us.

11.7. Survival. Upon expiration or termination of the Order Form, any provisions intended by their nature to survive termination of the Order Form shall survive.

12. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED ON AN “AS-IS” BASIS AND WE DISCLAIM ANY AND ALL WARRANTIES. WE DO NOT WARRANT THAT THE SERVICES ARE ERROR-FREE OR THAT OPERATION OF THE SERVICES WILL BE UNINTERRUPTED. WE DO NOT WARRANT THAT THE RESULTS GENERATED BY THE SERVICES ARE ACCURATE OR WILL LEAD TO ANY PARTICULAR OUTCOME, AND WE EXPRESSLY DISCLAIM ALL LIABILITY WITH RESPECT TO SUCH RESULTS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, WE DO NOT MAKE ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL OTHER EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES ARE HEREBY EXCLUDED, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT.

13. Limitation of Liability

13.1. HB Commerce DOES NOT UNDERTAKE THAT ALL CHARGEBACKS WILL BE RESOLVED TO YOUR BENEFIT OR, IN THE CASE OF PREVENTION SERVICE, WILL BE PREVENTED. HB Commerce FURTHER DOES NOT UNDERTAKE THAT ALL DISPUTES WILL BE RESOLVED AND ALL FRAUD ATTEMPTS IDENTIFIED.

13.2. Without derogating from the generality of the foregoing, We assume no liability or responsibility for any (a) errors, mistakes, or inaccuracies of any content included in the Website; (b) any interruption or cessation of transmission to or from the Services; (c) any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Services or Website by any third party; and (d) Third Party License as specified in sections ‎4.5.3 and ‎4.5.4 above.

13.3. You agree to hold Us harmless for any losses caused, directly or indirectly, to You and/or to any other third party, with respect to the Website and/or the Services and You shall bear sole responsibility for any of Your decisions made relying on the content of the Website and/or the Services.

13.4. In no event will We be liable to You or any third party for any special, direct, indirect, incidental, special, punitive, or consequential damages whatsoever, including any lost profits or lost data arising from Your use of the Website and/or the Services or other materials on, accessed through or downloaded from the Website or as part of the Services, whether based on warranty, contract, tort, or any other legal theory, and whether or not We have been advised of the possibility of these damages and in cases where judicial authority finds Us liable, Our liability shall not exceed the fees due to Us at the 6 months preceding to the event giving rise to the liability. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

13.5. We are not responsible for any disruption or technical malfunction of any telephone or network lines, computer online systems, servers or providers, hardware, software, failure due to technical problems or traffic congestion on the internet (or inaccessibility of the internet) or incompatibility between the Services and Your browser and/or Store systems and/or other equipment. Without derogating from the above, We do not assume any responsibility or risk for Your use of the Internet.

14. Miscellaneous

14.1. We may, at Our sole discretion, amend, modify, terminate, or discontinue, from time to time, any of the Services and/or introduce new Services. We shall not be liable for any loss suffered by You resulting from any such changes made and You shall have no claims against Us in such regard.

14.2. We may modify these Terms from time to time. When We do, We will provide notice to You by publishing the most current version and revising the date at the top of this page and any modifications shall be effective immediately upon such publication. By continuing to use the Website or the Services after any changes come into effect, You are deemed to agree to the revised Terms.

14.3. You agree that transmission of information to or from the Website does not create between You and Us any relationship that deviates from those specified in this Terms.

14.4. The Order Form and these Terms and the Privacy Policy, as both may be amended from time to time, constitute the only valid agreements between You and Us, and no representation, promise, consent, or undertaking, whether written or oral, that is not included in the Terms or Our Privacy Policy will be binding upon the parties. For the avoidance of doubt, if You shall issue any purchase orders or similar documents in connection with the purchase of Service, it shall be only for Your own internal use and administrative purposes and not with the intent to provide any contractual terms, which are hereby deemed rejected.

14.5. These Terms and the relationship between You and Us shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, and You irrevocably submit to the exclusive jurisdiction of the state and federal courts located in New York City, New York and waives any jurisdictional, venue, or inconvenient forum objections to such courts. For the avoidance of doubt, the1980 UN Convention on Contracts for the International Sale of Goods shall not apply with respect to these Terms and the relationship between You and Us.

14.6. No failure or delay on Our part in exercising any right, power or remedy thereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

14.7. If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from these Terms and the remainder of these Terms shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event these Terms shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.

14.8. We may transfer or assign any and all of Our rights and obligations hereunder to any third party; without derogating from the above, the Website and/or any of the Services may be operated by third parties. You may not transfer, assign or pledge in any manner whatsoever any of Your rights or obligations under these Terms.

14.9. Force Majeure. Neither party shall be responsible for failure to perform any obligations hereunder (other than the obligation to pay amounts due) due to a cause beyond its reasonable control, including, without limitation, terrorism, fire, civil disturbance, war, rebellion, earthquake, flood, and similar occurrences, provided that performance shall resume as soon as possible after the cause no longer prevents performance (a “Force Majeure Event”). In the event such non-performance continues for a period of thirty (30) days or more, either party may terminate the Order Form by giving written notice to the other party. Upon the occurrence of any Force Majeure Event, the affected party will give the other party written notice as soon as reasonably practicable of its failure of performance, describing the cause and effect of such failure, and the anticipated duration of its inability to perform.

14.10. Publicity. You agree that We may identify You as a user of the Services and use Your trademark and/or logo (i) in sales presentations, promotional/marketing materials, and press releases, and (ii) in order to develop a brief customer profile for use by Us on the Website or social media accounts for promotional purposes.

14.11. Notices. Notices to you will be sent by email to the address you provide Us. Notices to Us will be sent by email; provided, however, that any notice to Us concerning termination, breach, indemnification or any other legal concern (collectively, “Legal Notice”) will be made in writing and delivered by hand delivery, internationally recognized overnight courier service, or by prepaid, certified U.S. mail return receipt requested to 251 Little Falls Dr. Wilmington, DE 19808, Attn: legal@disputesense.com. Notices will be effective upon receipt; provided, however, that (i) notices sent by email will be effective as of the email date absent receipt by the sender of a bounce back or error message, and (ii) Legal Notices to Us will be effective only if made and delivered in the manner expressly set forth above.