By downloading, installing or using the Software or Service, you (defined in this Agreement as the “Client”) agree to be legally bound by this AGREEMENT. If you do not agree to be bound by the terms of this Lizuna Terms of Service.
By downloading, installing or using the Software or Service, you (defined in this Agreement as the “Client”) agree to be legally bound by this AGREEMENT. If you do not agree to be bound by the terms of this agreement, then do not download, install or use the Software or Service.
Furthermore, you hereby waive any rights or requirements under any law or regulation in any jurisdiction which requires an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
The following Terms of Service (the “Terms of Service” or “Agreement”) stipulate the terms and conditions of your use of the Software and the use of online services and other services provided to you by Lizuna G.K (“Lizuna”). The Service is provided solely for your own use. Your use of the Service and Software is expressly conditioned on your compliance and consent with these Terms of Service. By accessing or using the Service or Software, you are agreeing to be bound by these Terms of Service. Lizuna reserves the right to amend, discontinue, limit, disable, terminate or cancel any feature of the Service or Software.
1. Definitions and Interpretation
In this Agreement the following terms shall have the following meanings:
“Data Protection Laws” with respect to a party, means all laws and other binding legal sources governing data privacy, data security or the processing or handling of personal data, but only to the extent such are applicable to that party and its activities, which laws and legal sources may include (but are not limited to) Directive 95/46/EC of the European Parliament and of the Council as implemented in the national law of EU Member States, any superseding legislation such as Regulation (EU) 2016/679 of the European Parliament and of the Council (also known as General Data Protection Regulation).
“Personal Data” shall have the same meaning as its correlative term under Data Protection Laws.
“Service” fraud screening services performed by Lizuna for Card-Not-Present (CNP) orders.
“Software” Lizuna’s proprietary technology for risk management of credit card transactions, including, without limitation, any patches, revisions, updates, upgrades or replacement thereto to the extent Lizuna has made them available to the Client.
“Submitted Transaction” a card-not-present transaction submitted by Client to Lizuna for review and decision in accordance with the Service.
“Transaction Information” is any and all information or data (including Personal Data) related to a Submitted Transaction or to an individual associated with a Submitted Transaction, which Client provides or makes available to Lizuna.
2. License; Supply of Service
Subject to Client’s full compliance with all of the terms and conditions of this Agreement and payment of the Fees, Lizuna hereby grants Client a limited, personal, noncommercial, non-exclusive, revocable, non-sublicensable, non-transferable, nonassignable, license to download, install and use the Software.Lizuna is entitled, without any liability, to refuse, restrict, limit, suspend, interfere or interrupt the Service or any part thereof, without any notice to Client, for the repair, improvement or upgrade of the Service or for any of the reasons for termination as mentioned below.Lizuna may, at its sole discretion and without any notice to Client, change the technical features of the Service or of the Software in order to keep pace with the latest demands and technological developments.
Lizuna retains sole and exclusive ownership of all rights, title and interests in the Service and Software and all intellectual property rights relating thereto. Client may not make any use of the Software in whole or in part that is not expressly permitted by this Agreement. Without limiting the generality of the foregoing, Client shall not: (i) copy, modify, translate, reverse engineer, decompile or disassemble the Software or create derivative works based thereon; (ii) install the Software onto a server so that it is accessible via a public network; (iii) share or permit other persons to use the Software, rent, lease or transfer the Software or the rights to use it; or (iv) delete or modify any attributions, legal notices or other proprietary designations in the Software or any part thereof. Any such forbidden use shall immediately and automatically terminate Client’s license to use the Software, without derogating from any other remedies available to Lizuna.
The license granted herein does not grant Client any right to any version enhancement, update or upgrade to the Software. Lizuna may revise or modify the Software or its functionality or any part thereof.
Any and all trademarks, service marks, product names and trade names of Lizuna appearing on or through the Service, including but not limited to LIZUNA and , whether registered or not are exclusively owned by Lizuna (“Lizuna Trademarks”). All other trademarks, service marks, product names, and logos appearing on or through the Service are the property of their respective owners (“Third Party Trademarks”). Any use of the Third Party Trademarks by Lizuna is considered nominative fair use in order to indicate the identity, services and/or products of the respective third party, and is in no way meant to indicate any sponsorship, endorsement or affiliation with the owners of the respective Third Party Trademarks, unless otherwise agreed to between Lizuna and the respective Third Party. Client may not use or display any trademark, service mark, product name, trade name or logo appearing on or through the Service without the owner’s prior written consent. Lizuna will be allowed to use Client’s trademarks, service marks and/or trade names in a fair and limited manner to convey Client’s use of the service.
In order for Lizuna to provide the Service to Client for a Submitted Transaction, Client is required to provide Lizuna with the details of the Submitted Transaction through a dedicated feature in the Software, in accordance with Schedule 2, below. Lizuna may request from the Client further Submitted Information. Lizuna will use reasonable endeavors to provide Client with a prompt reply stating whether it agrees to provide the Service with respect to a Submitted Transaction.
Lizuna warrants that Service will be provided with reasonable skill and care by suitably qualified and experienced personnel. However, Lizuna cannot guarantee the provision of the Service if the Service is subject to improper use or interference from external causes that are beyond Lizunas’s reasonable control (including, but not limited to services or modifications not performed by Lizuna or a third party appointed by Lizuna). LIZUNA TAKES NO LIABILITY FOR THE RESULTS OF THE USE OF THE SOFTWARE AND THE SERVICE.
Lizuna shall have the right upon reasonable notice to change the terms or specifications of any of the Service due to (i) changes in the Service which are made at Client’s request or (ii) changes imposed upon Lizuna beyond Lizunas’ reasonable control (for example, by third parties not affiliated with Lizuna).
Notwithstanding the foregoing, Lizuna may immediately suspend the Service, with or without prior notice to Client, in order to avoid or mitigate irreparable harm to Lizuna. Any suspension hereunder shall be without limitation of any other right or remedy available to Lizuna.
3. Client Account, Warranties and Obligations
In order to use the Service the Client must create a user account. As part of the registration process the Client may be required to provide Lizuna with certain information, including personal information and details on the website operated by Client. It is the Client’s duty to update Lizuna if this information changes. Lizuna may ask Client at any time for proof of identity documents (such as copies of driving license, passport, utility bills, bank statements, and in the case of companies, certificate of incorporation, certificate of incumbency, list of directors and shareholders etc.) and Client shall promptly provide any documents requested by Lizuna. Client will also provide Lizuna with any information that it requests to verify compliance with this Agreement.
Client shall not use the Service if its site is unsuitable. Unsuitable sites include, inter alia, sites that: (i) promote or contain sexually explicit materials, violence or violent materials, libelous or defamatory materials, (ii) promote discrimination or employ discriminatory practices, (iii) promote or undertake illegal gambling, sale of firearms, hacking or cracking or any illegal activity, (iv) may bring Lizuna to disrepute, or (v) infringes intellectual property rights. As a condition of use, Client agrees to use the Service solely for lawful purposes and not to use the Service for any purpose that is prohibited by these Terms of Service. Client is responsible for all of its activity in connection with the Service.
Client shall provide complete, accurate and timely information as reasonable required by Lizuna to provide the Service. Client shall ensure the legality of any transfer of data by Client to Lizuna for the purpose of processing the Personal Data, including but not limited to Transaction Information, in accordance with this Agreement.
Client shall provide complete, accurate and timely information as reasonable required by Lizuna to provide the Service. Client shall grant Lizuna the irrevocable right and ensure the legality of any transfer of data by Client to Lizuna for the purpose of processing the Personal Data, including but not limited to Transaction Information, in accordance with this Agreement, including incorporation of such data and information into Lizuna’s Services.
Client shall comply with all applicable laws, including, without limitation, all relevant data protection and privacy legislation in force in the applicable territories.
4. Data protection and privacy
With respect to Client collecting Personal Data, processing it or sharing it with Lizuna, Client shall comply with all applicable laws, including, without limitation, all Data Protection Legislation in the applicable territories. In particular and as applicable:
Prior to collecting Personal Data, processing it or sharing it with Lizuna, Client shall provide data subjects with an appropriate notice and properly obtain their consent to such collection, processing and sharing, as necessary under applicable Data Protection Legislation.
Where the Client determines whether to accept or reject a Submitted Transaction based on Lizuna’s Advisory Notice, the Client shall comply with all applicable requirements, restrictions and obligations under Data Protection Legislation which regulate decisions affecting data subject which are made based solely on automated processing of Personal Data.
Client shall comply with all applicable requirements, restrictions and obligations under Data Protection Legislation which regulate processing Personal Data of minors.
The Client undertakes that Transaction Information shall not include Personal Data that reveals racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, data concerning health or data concerning a persons’ sex life or sexual orientation. If the Client envisions or anticipates that Transaction Information may include any of the above categories of information, the Client shall promptly notify Lizuna thereof and the parties shall discuss if and how such Transaction Information can be provided to Lizuna, but in any event the Client shall not provide such Transaction Information unless mutually agreed to in writing and in advance.
The parties acknowledge and agree that the Service is not and does not constitute a “consumer report” and that Lizuna is not and does not constitute a “consumer reporting agencies,” as those term are used in the US federal Fair Credit Reporting Act (15 U.S.C. § 1681, et seq.) (“FCRA”). The Client covenants not to use the Service, directly or indirectly, to as a factor in establishing a person’s eligibility for credit, insurance, employment or another FCRA-covered purpose.
Client will submit transactions to Lizuna and pay a fee for all approved Submitted Transactions and will not be charged a fee for declined Submitted Transactions, in accordance with the pricing schedule in the dedicated API.
Client may cancel a Submitted Transaction or part thereof, which was cancelled and/or returned by Client’s Customer, and for which Lizuna has already provided a Transaction Advisory Note and created a charge, within two (2) weeks from the issuance date of the Transaction Advisory Note. In such a case Lizuna will apply to Client a cancellation fee in accordance with the specific pricing schedule in the dedicated API. Lizuna may request confirmation of such cancellation and/or return of a Submitted Transaction or part thereof by Client’s Customer.
Client will be billed by invoice on a monthly basis and Client agrees to remit payment by monthly bank transfer or by credit card for charges under $2,000, within thirty (30) days upon receipt of said invoice. Client will be responsible for transfer costs which exceed the associated costs of the above transfer methods. Lizuna will provide a receipt for credit card charges indicating the amount of the transaction and will send an invoice for wire payments at the beginning of each month following the month for which the invoice is issued after the Effective Date.
If paying by credit card, Client authorizes Lizuna to bill Client’s credit card the first (1st) of each month and agrees to provide Lizuna with valid, up-to-date and complete credit card details, including contact and billing details.
Failure to pay the Fees on or by the due dates will be deemed a material breach of this Agreement and will entitle Lizuna to discontinue the service and/or terminate this Agreement. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.
All fees are exclusive of applicable taxes or other governmental charges.
Lizuna shall have the right to increase the Fees for any reason at any time upon 30 days written notice.
6. Indemnity and Limitation of Liability
Client, at its own expense, shall defend, indemnify and hold harmless Lizuna against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Client’s use of the Service including claims that relate to (a) Transfer of Personal Data, Transaction Information or any other content or materials provided by Client in breach of this Agreement, or (b) the use by Client of the Service in breach of this Agreement or in violation of applicable law or third party rights.
Lizuna shall hold Client harmless from liability to third parties resulting from infringement by the Service of any patent or any copyright or misappropriation of any trade secret, provided Lizuna is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Lizuna will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Lizuna, (ii) made in whole or in part in accordance with Client specifications, (iii) that are modified after delivery by Lizuna, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Client continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Client’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Service is held by a court of competent jurisdiction to be or are believed by Lizuna to be infringing, Lizuna may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Client a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Client’s rights hereunder and provide Client a refund of any prepaid, unused fees for the Service.
Client acknowledges the electronic nature of the Service to be supplied hereunder and the inherent risk that communications by electronic means may not reach their intended destination or may do so much later than intended for reasons outside Lizuna’s control.
CLIENT ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL LIZUNA (INCLUDING, WITHOUT LIMITATION, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND AGENTS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OR DAMAGES FOR LOST PROFITS, INTERRUPTION, OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, DEVICE FAILURE OR MALFUNCTION OR DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF LIZUNA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL LIZUNA’S AGGREGATE LIABILITY TO CLIENT OR ANY THIRD PARTY UNDER ANY LEGAL THEORY (INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) FOR ANY LOSS OR DAMAGES OR FOR ANY CLAIM BY ANY OTHER PARTY, EXCEED THE AMOUNT PAID BY CLIENT TO LIZUNA FOR USE OF THE SOFTWARE OR SERVICE DURING A PERIOD OF SIX (6) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM, EVEN IF LIZUNA HAD BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
7. Terms and Termination
Unless otherwise agreed to by the parties in any separate form or means, the following terms shall govern the term of this Agreement and the parties right to terminate it.
This Agreement shall be effective commencing on the date in which Client has first installed the Software and shall continue until terminated by either party in accordance with this Agreement.
Either party may terminate this agreement immediately without giving prior written notice. Lizuna may terminate Client’s access to all or any part of the Service at any time, with or without cause, or with or without notice, effective immediately. If Client wishes to terminate this Agreement it shall do so by logging in to its account and selecting the “Delete Account” link on the settings page, and by uninstalling the Software from all of the devices operated by the Client.
Upon any termination of this Agreement, all provisions regarding indemnification, warranty, liability and limits thereon, data protection and privacy, confidentiality and protection of proprietary rights and trade secrets, and any provisions which expressly or by their nature are required to survive such termination in order to achieve their purpose, shall so survive until it shall no longer be necessary for them to survive in order to achieve their purpose. Termination of this Agreement shall not relieve Client or Lizuna of their respective obligations to pay amounts accrued or owing, nor affect any legal rights or obligations which may have arisen under this Agreement prior to or at the date of termination.
8. Representations and Warranties
Client hereby represents and warrants to Lizuna that:
it shall not knowingly do anything or allow anything to be done which is likely to harm the reputation of Lizuna;
it shall not use the Service in connection with any illegal or fraudulent business activities;
all information provided by Client with respect to its business activities and in any forms and notices provided to Lizuna, including in Submitted Transaction Forms, is true, accurate and not misleading;
it has the power to execute, deliver and perform this Agreement, and this Agreement is duly authorized, and will not violate any provisions of law, or conflict with any other agreement to which such party is subject; and
to the best of its knowledge, there is no action, suit or proceeding now pending or threatened by or against or affecting Client which would substantially impair its right to carry on its business as now conducted or adversely affect its financial condition or operations.
In case of the Client being an incorporated entity, Client warrants that it is duly formed and validly existing under the laws of its jurisdiction and that this Agreement constitutes the valid and binding obligation of the Client, enforceable against it in accordance with its terms.In case the Client is an individual, he or she is of legal age as determined by any applicable law in his or her jurisdiction, and in any case not less than 18 years old.
Lizuna hereby represents and warrants to Client that:
it shall not knowingly do anything or allow anything to be done which is likely to harm the reputation of Client;
it shall comply with any legislation, rules and regulations applicable to the provision of the Service;
it has the power to execute, deliver and perform this Agreement, and this Agreement is duly authorized, and will not violate any provisions of law, or conflict with any other agreement to which such party is subject; and
to the best of its knowledge, there is no action, suit or proceeding now pending or threatened by or against or affecting Lizuna which would substantially impair its right to carry on its business as now conducted or impair its right to provide the Service or adversely affect its financial condition or operations.
9. Disclaimer of Warranties
EXCEPT FOR THE WARRANTIES PROVIDED IN THIS AGREEMENT, LIZUNA PROVIDES THE USAGE OF THE SERVICE AND SOFTWARE TO CLIENT ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE OR ACCURACY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, LIZUNA DOES NOT WARRANT THAT THE SERVICE OR SOFTWARE OR ANY SERVICES RELATED THERETO WILL BE DELIVERED OR PERFORMED ERRORFREE OR WITHOUT INTERRUPTION. LIZUNA DOES NOT PROVIDE THE EQUIPMENT TO ACCESS THE SERVICE AND WILL NOT BE RESPONSIBLE AND/OR LIABLE FOR CLIENT’S INTEGRATION OF THE SOFTWARE AND SERVICE.
10. Export Restrictions
Client acknowledges that the Software and Service may be subject to international rules that govern the export of data and information. Client agrees to comply with all applicable international and national laws and destination restrictions issued by national governments that apply to the Software, and Client shall not: (i) export or allow the export or re-export of the Software and Service in violation of any such restrictions, laws and regulations; (ii) remain in compliance with all requirements associated with these laws; (iii) cooperate fully with any audit related to these laws; and (iv) not utilize the Service in any country that is embargoed by the United States government. Client shall be solely responsible for the importation of the Service, including obtaining any approval or permit necessary for importation or use. Client represents that neither, nor any of the directors, officers, agents, employees, or other persons associated with or acting on Client’s behalf: (i) have received or will receive any unlawful contribution, gift, entertainment, or other payment from Lizuna; (ii) is a governmental entity; or (iii) is in violation of, or will violate any applicable anticorruption or antibribery law. Lizuna shall have an irrevocable right to immediately terminate the Agreement or any other relationship with Client if this subsection is breached.
Neither party shall bind or attempt to bind the other party, or represent that the other party is bound, to any agreement, commitment or understanding without such party’s express written consent given in advance, and any attempt to do so shall be null and void.
The parties’ relationship to each other in all matters relating to the performance of this Agreement is that of independent entities. Nothing contained herein will place the parties in the relationship of partners, participants in a joint venture, contractor-subcontractor, or employer-employee and, except as set forth herein, neither party will have any right to obligate or bind the other in any manner whatsoever nor represent to a third party that it has any right to enter in to any binding obligation on the other’s behalf.
13. Transfer of Rights
Client may not assign any rights under this Agreement. Any such purported assignment shall be null and void. Lizuna may assign its rights and obligations under this Agreement.
14. Third Party Services
Lizuna reserves the right to use third party service providers that will assist Lizuna to provide the Services to Client; provided, however, that any act or omission of such service providers shall be deemed to be acts or omissions of Lizuna for purposes of Lizuna’s obligations to Client.
15. Miscellaneous Provisions
If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.
The failure of Lizuna to act with respect to a breach of this Agreement shall not constitute a waiver and shall not limit Lizuna’s rights with respect to such breach or any subsequent breaches.
This Agreement is governed by and construed in accordance with the federal law of the United States of America and the state law of the State of New York notwithstanding the conflict of law provisions and other mandatory legal provisions. The parties shall irrevocably submit to the exclusive jurisdiction of the competent courts in New York State, for the purposes of hearing and determining any dispute relating or arising out of this Agreement.
Lizuna shall not be liable for any loss, damage, or failure due to causes beyond its control, including strikes, riots, earthquakes, epidemics, terrorist actions, wars, fires, floods, weather, power failure, telecommunications outage, acts of God, or other failures interruptions or errors not directly caused by Lizuna.
Schedule 2: LIZUNA SERVICE
The customer provides order details through the Service.
For any order that Lizuna accepts for review, Lizuna will provide Client with an recommendation whether to accept or decline the order. Client can then choose to either approve or reject the order.
The Transaction Advisory Note can be provided to the client by email, a push notification to the client system, a designated section of the web application or any other method of communication agreed upon both parties.
The Service will be deemed to have been provided in respect of the submitted order only if Lizuna provided such Transaction Advisory Note.
Lizuna may choose not to review a submitted order listed below and in such cases Lizuna will contact Client: