1. The Service
1.1 Service Description
NUWAY owns and provides a cloud-based artificial intelligence serviceoffering chatbots for customer support, sales, and user engagement (the“Service”). Anything the Customer (including Users) configures, customizes,uploads, or otherwise utilizes through the Service is considered a “UserSubmission.” The customer is solely responsible for all User Submissions itcontributes to the Service. Additional terms regarding User Submissions,including ownership, are in Section 8.2 below. The Service may includetemplates, scripts, documentation, and other materials that assist the Customerin using the Service (“NUWAY Content”). Customers will not receive or haveaccess to the underlying code or software of the Service (collectively, the“Software”) nor receive a copy of the Software itself.
1.2 Customer’s Subscription
Subject to the terms of this Agreement, Customer may purchase asubscription to, and has the right to access and use, the Service as specifiedin one or more ordering screens agreed upon by the parties through NUWAY’swebsite or service portal that reference this Agreement and describe thebusiness terms related to Customer’s subscription (“Order(s)”). Allsubscriptions are for the period described in the applicable Order(“Subscription Period”). Use of and access to the Service is permitted only forindividuals authorized by the Customer and solely for the Customer’s internalbusiness purposes, not for the benefit of any third party (“Users”).
1.3 NUWAY’s Ownership
NUWAY owns the Service, Software, NUWAY Content, Documentation, andanything else provided by NUWAY to the Customer (collectively, the “NUWAYMaterials”). NUWAY retains all rights, title, and interest (including allintellectual property rights) in and to the NUWAY Materials, all related andunderlying technology, and any updates, enhancements, modifications, or fixesthereto, as well as all derivative works of or modifications to any of theforegoing. No implied licenses are granted under this Agreement, and any rightsnot expressly granted to the Customer are reserved by NUWAY.
1.4Permissions
The Service includes customizable settings allowing Users to grantpermissions to other Users to perform various tasks within the Service(“Permissions”). It is solely the Customer's responsibility to set and manageall Permissions, including determining which Users can set such Permissions.Accordingly, NUWAY has no responsibility for managing Permissions and noliability for Permissions set by the Customer and its Users. The Customer mayprovide access to the Service to its Affiliates, in which case all rightsgranted and obligations incurred under this Agreement shall extend to suchAffiliates. The Customer represents and warrants it is fully responsible forany breaches of this Agreement by its Affiliates and has the authority to negotiatethis Agreement on behalf of its Affiliates. The Customer is also responsiblefor all payment obligations under this Agreement, regardless of whether the useof the Service is by the Customer or its Affiliates. Any claim by an Affiliateagainst NUWAY must be brought by the Customer, not the Affiliate. An“Affiliate” of a party means any entity directly or indirectly controlling,controlled by, or under common control with that party, where “control” meansthe ownership of more than fifty percent (50%) of the voting shares or otherequity interests.
2. Restrictions
2.1 Customer’s Responsibilities
The Customer is responsible for all activity on its account and those ofits Users, except where such activity results from unauthorized access due to vulnerabilitiesin the Service itself. The Customer will ensure its Users are aware of andcomply with the obligations and restrictions in this Agreement, bearingresponsibility for any breaches by a User.
2.2 Use Restrictions
The Customer agrees not to, and not to permit Users or third parties to,directly or indirectly: (a) modify, translate, copy, or create derivative worksbased on the Service; (b) reverse engineer, decompile, or attempt to discoverthe source code or underlying ideas of the Service, except as permitted by law;(c) sublicense, sell, rent, lease, distribute, or otherwise commerciallyexploit the Service; (d) remove proprietary notices from the Service; (e) usethe Service in violation of laws or regulations; (f) attempt unauthorizedaccess to or disrupt the Service; (g) use the Service to support productscompetitive to NUWAY; (h) test the Service's vulnerability withoutauthorization. If the Customer’s use of the Service significantly harms NUWAYor the Service’s security or integrity, NUWAY may suspend access to theService, taking reasonable steps to notify the Customer and resolve the issuepromptly.
2.3 API Access Restrictions
NUWAY may provide access to APIs as part of the Service. NUWAY reservesthe right to set and enforce usage limits on the APIs, and the Customer agreesto comply with such limits. NUWAY may also suspend or terminate API access atany time.
3. Third-Party Services
The Service may interface with third-party products, services, orapplications that are not owned or controlled by NUWAY ("Third-PartyServices"). Customers have the discretion to utilize these Third-PartyServices in conjunction with our Service. Should the integration of the Servicewith any Third-Party Service be required, customers will be responsible forproviding their login information to NUWAY solely to enable NUWAY to deliverits Service. Customers affirm that they have the authority to provide suchinformation without violating any terms and conditions governing their use ofThird-Party Services. NUWAY does not endorse any Third-Party Services.Customers acknowledge that this Agreement does not cover the use of Third-PartyServices, and they may need to enter into separate agreements with theproviders of these services. NUWAY expressly disclaims all representations andwarranties concerning Third-Party Services. Customers must direct any warrantyclaims or other disputes directly to the providers of the Third-Party Services.The use of Third-Party Services is at the customer's own risk. NUWAY shall notbe liable for any issues arising from the use or inability to use Third-PartyServices.
4. Financial Terms
4.1 Fees
Customers are required to pay for access to and use of the Service asdetailed in the applicable order ("Fees"). All Fees will be chargedin the currency stated in the order or, if no currency is specified, in U.S.dollars. Payment obligations are non-cancellable and, except as explicitlystated in this Agreement, Fees are non-refundable. NUWAY reserves the right tomodify its Fees or introduce new fees at its discretion. Customers have theoption not to renew their subscription if they disagree with any revised fees.
4.2 Payment
NUWAY, either directly or through its third-party payment processor("Payment Processor"), will bill the customer for the Fees using thecredit card or ACH payment information provided by the customer. NUWAY reservesthe right to charge the customer's credit card or ACH payment method for anyservices provided under the order, including recurring Fees. It is thecustomer's responsibility to ensure that NUWAY has current and accurate creditcard or ACH payment information. Failure to provide accurate information maylead to a suspension of access to the Services. NUWAY also reserves the rightto offset any Fees owed by the customer. If the customer pays through a PaymentProcessor, such transactions will be subject to the Payment Processor's terms,conditions, and privacy policies, in addition to this Agreement. NUWAY is notresponsible for errors or omissions by the Payment Processor. NUWAY reservesthe right to correct any errors made by the Payment Processor, even if paymenthas already been requested or received. If the customer authorizes, throughaccepting an order, recurring charges will be automatically applied to thecustomer's payment method without further authorization until the customerterminates this Agreement or updates their payment method.
4.3 Taxes
Fees do not include any taxes, levies, duties, or similar governmentalassessments, including value-added, sales, use, or withholding taxes, imposedby any jurisdiction (collectively, "Taxes"). Customers areresponsible for paying all Taxes associated with their purchases. If NUWAY isobligated to pay or collect Taxes for which the customer is responsible, NUWAYwill invoice the customer for such Taxes unless the customer provides NUWAYwith a valid tax exemption certificate authorized by the appropriate taxingauthority beforehand. For clarity, NUWAY is solely responsible for taxes basedon its income, property, and employees.
4.4 Failure to Pay
If a customer fails to pay any Fees when due, NUWAY may suspend accessto the Service until overdue amounts are paid. NUWAY is authorized to attemptcharging the customer's payment method multiple times if an initial charge isunsuccessful. If a customer believes they have been incorrectly billed, theymust contact NUWAY