By signing up for a Subotiz Account (as defined in Section 1) or by using any Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”, “Terms” or “Agreement“).

As used in these Terms of Service, “we”, “us” and “Subotiz” means Subotiz and its Affiliates, where certain services and functionalities are provided by its Affiliates (as defined below, if applicable)，and “you” or “Supplier” means any individual or business that registers for or using Services and any of your Affiliates during the Term.

Subotiz provides an all-in-one solution and related products and services that handles all aspects of checkout and billing, catering for global payments, subscription recurring billing and management, invoicing, sales tax compliance, fraud and risk protection, fund management and/or any new services or features that we may introduce as a service to you(“Services” or “Subotiz Services”). These Services may be offered and provided under various service models, as further detailed and governed by the provisions of these Terms, and may be updated or expanded from time to time at our sole discretion. Any new features or tools which are added to the current Services shall be also subject to the Terms of Service. You can review the current version of the Terms of Service at any time here. Please read these Terms of Service, including any document incorporated in these Terms of Service, to fully understand your legal requirements.

In these Terms, you and we are individually referred to as a "Party" and collectively as "Parties".
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When used in these Terms with the initial letters capitalized, in addition to the terms defined elsewhere in these Terms, the following terms have the following meanings:

Subotiz Account/Account: means any accounts or instances created by or on behalf of you for access and use of the Services.

Affiliate: means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby "control" (including, with correlative meaning, the terms "controlled by" and "under common control") means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

Applicable Data Protection Law: means all laws and regulations applicable to the processing of Personal Data under these Terms, including laws and regulations of means any applicable legislative or regulatory regime enacted by a recognized government, or governmental or administrative entity with the purpose of protecting the privacy rights of natural persons or households consisting of natural persons, in particular the General Data Protection Regulation 2016/679 (“GDPR”), and supplementing data protection laws of the European Union Member States, the United Kingdom’s Data Protection Act 2018 and the GDPR as saved into United Kingdom laws by virtue of Section 3 of the United Kingdom’s European Union (Withdrawal) Act 2018 (“UK GDPR”), Canada’s Personal Information Protection and Electronic Documents Act S.C. 2000, c. 5 (“PIPEDA”), and any provincial legislation deemed substantially similar to PIPEDA under the procedures set forth therein, California Civil Code Sec. 1798.100 et seq., also known as the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, and any regulations promulgated thereunder (“CCPA”), and other applicable United States federal and state privacy laws, Hong Kong’s Personal Data (Privacy) Ordinance Cap. 486 (“PDPO”), China’s Personal Information Protection Law (“PIPL”).

Additional Fees: means any fees related to your purchaser or use of products or services , such as Subotiz Payments, provided by us or Third Party Providers. 
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Buyer Terms: means the terms, available here, set out here which apply to End-Customers under the Subotiz MOR Service;
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‍Card: means any form of credit card, debit card or pre-paid card issued by an Issuer under a Card Scheme;
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‍Card Scheme: means Visa Inc, MasterCard Worldwide, Cartes Bancaires, JCB, American Express, Union Pay International, Diners Club International/Discover Network or comparable bodies which provide Cards and regulate Card acceptance and includes alternative payment methods and schemes such as PayPal;

Confidential Information: means all information disclosed by one Party to the other Party which is in tangible form and labeled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information may also include information disclosed to a disclosing Party by third parties. Notwithstanding the foregoing, Confidential Information shall not include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (b) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party; (c) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party as shown by the receiving Party’s files and records prior to the time of disclosure; (d) is obtained by the receiving Party from a third party without a breach of such third party’s obligations of confidentiality; (e) is independently developed by the receiving Party without the use of or reference to the Confidential Information, as shown by documents and other competent evidence in the receiving Party’s possession.
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Data Processing Agreement: means the data processing agreement available here as updated periodically and which is incorporated into these Terms by reference; or a separate addendum that the Parties have executed in this regard, as the case may be, pursuant to which we shall process Personal Data forming part of your Service Data.

Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Services provided or made available by us to you or Users through the Services or otherwise.

End-Customer: means a person who, or organization that purchases from Subotiz, or from you via Subotiz Services, the title, license rights, and/or usage rights to a Product.

Fees: means the fees, payments, amounts, indemnities or compensations payable by you to us of utilizing the Services, including but not limited to SaaS Platform Fee, Transaction Fee, Additional Fees and late payment interest. 

Intellectual Property: means patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Merchant Account: ​​means an individual account created and managed under your Subotiz Account, which may be used to operate, configure, and manage different checkout pages, brands, or business lines. A Subotiz Account may contain multiple Merchant Accounts.

Payment Scheme Rules: means the collective set of by-laws, rules, regulations, operating regulations, procedures and/or waivers issued by the Card Schemes, as amended and/or supplemented from time to time.

Personal Data: means any information relating to an identified or identifiable natural person from the data which is submitted by you in respect of the provision and use of the Services, or as defined under Applicable Data Protection Law.

Plan: means the pricing plan that you choose in connection with a Subscription for the associated functionality and services.

Product(s): means (i) a product and/or (ii) any access to content, software-as-a-service or other service, in each case which is offered for sale using the Services, and furthermore while in the Subotiz MOR Service, a Product of Supplier that Subotiz is authorized to resell, and in each case including all related documentation.

Service Data: means all photos, images, videos, graphics, written content, audio files, code, information, texts, messages, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account，and Your Intellectual Property, any products or services you sell through the Services (including description and price) including Personal Data of End-Customers, submitted to the Services through an Account in connection with your access and use of the Services. 

Subscription: means your subscription to the Services through a Plan of your choice for your access and use of an Account. You may have multiple Subscriptions for the various Services offered by us which may be subject to separate and distinct Plans for your Merchant Account of your Account.

Sales Tax: means any tax or levy chargeable or withheld on the Transaction globally, including but not limited to VAT, GST, Sales Tax and Sales & Use Tax, Digital Service Tax or Levy, and Corporate Withholding Taxes. Sales Taxes do not include excise, income, import, export, customs duties. 
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‍Suggested Retail Price (SRP):  means the price paid by the Buyer for the Product, as recommended by the Supplier in the Subotiz Administrative Dashboard in using the Subotiz MOR Service. 
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‍Supplier Fee: means you shall have the meaning set out in Section 4.1 of Additional Terms Applicable to Subotiz MOR Service.

‍Subotiz: means if you use Subotiz Billing Platform Service, Subotiz means Subotiz Technology Pte. Ltd. , a Singapore corporation, with offices located at 9 Raffles Place, #26-01, Republic Plaza, Singapore; if you use Subotiz MOR Service, Subotiz means Subotiz Inc, a California corporation, with offices located at 407 W Duarte Rd, Unit 3, Arcadia, California 91007.
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‍Subotiz Administrative Dashboard: means the online dashboard through which the Services is provided and includes the online interface application which you may use to access your Subotiz Account, view confirmed sales, amend account settings, access all reports via one or more Subotiz Services.
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‍Subotiz Billing Platform Service: means the Subotiz Services provided under a non-MOR model, where you remain the seller for all Buyer transactions. Under this model, Subotiz acts solely as a technology service provider by offering hosted checkout, subscription billing and management tools, invoicing support and related technical services, without assuming any financial or legal liability for transactions between you and End-Customer

‍Subotiz MOR Service: means Subotiz acts as a reseller of the Products, purchasing Products from you and reselling them to Buyers.  This structure, where Subotiz is the seller and merchant of record of the Product, allows Subotiz to assume responsibility for all VAT, Sales Taxes, Use Tax, and GST collection, reporting and remittance for Product sold via the Subotiz Services. Subotiz is not responsible for determining whether any taxes apply to any transaction outside of the information provided on behalf of you and Buyers.

SaaS Platform Fee: means the fees based on completed transactions performed in or through the Services in Subotiz Billing Platform Service.

Website(s): means the designated websites, domains or web portals through which the Subotiz Services are made available to Subotiz Users, including but not limited to subotiz.com and any other websites operated by us from time to time.
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2.1 By accessing or using the Services or Websites or authorizing or permitting any User or End-Customer to access or use the Services or Websites, you are agreeing to be bound by these Terms. To access and use the Services, you must register for a Subotiz Account by providing your full legal business name, business address, a valid email address, and any other information indicated as required. You may need to provide further information about yourself and your business which may include information about financial status and creditworthiness, activities, shareholders (and ultimate beneficial owners), the Products and URLs, as we or our third party KYC verification partners request from time to time. We may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.

2.2 By registering for an Account or otherwise using the Service, you represent that (1) you are age 18 or older, (2) you fully understand and agree to these Terms, (3) your registration and your use of the Service is in compliance with all applicable laws and regulations, (4) you have not previously been suspended or removed from the Service and (4) if you are below the ages of 18 older, your legal guardian has reviewed and agreed to these Terms.

2.3 You acknowledge that Subotiz will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you. You must monitor the primary Account email address you provide to Subotiz and your primary Account email address must be capable of both sending and receiving messages. Your email communications with Subotiz can only be authenticated if they come from your primary Account email address.

2.4 Account Owner  The person signing up for the Services by opening an Account will be the contracting party for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to you in connection with the Services (“Account Owner”). You are responsible for ensuring that the name of the Merchant Account owner (the “Merchant Account Owner”), including the legal name where applicable, is clearly and prominently displayed on the checkout page managed under the Merchant Account.

If you are signing up for the Services on behalf of your employer, your employer shall be the Account Owner, and you are agreeing to these Terms on behalf of your employer and in these Terms, "you" or "your" refers to your employer. You must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and should not access or use the Services and/or Websites.

2.5 Staff Account You can create one or more staff accounts (“Staff Accounts”) allowing other people to access the Account by way of designated login credentials. With Staff Accounts, the Merchant Account Owner can set permissions and let other people work in their Merchant Account while determining the level of access by Staff Accounts to specific business information.

The Account Owner shall be responsible for: (1) guaranteeing that its Merchant Account Owner, employees, agents and subcontractors, including using Staff Accounts, comply with these Terms of Service; and (2) any acts, omissions, defaults and breach of these Terms of Service by the Merchant Account Owner, employees, agent, subcontractors or Staff Account users as if they were the Account Owner’s own acts, omissions, defaults and breach.  The Account Owner acknowledges and agrees to maintain full responsibility for the performance of all of its obligations under these Terms of Service, regardless of whether your sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Account Owner or Merchant Account Owner.

The Account Owner, Merchant Account Owner and the users under Staff Accounts are each referred to as a “Subotiz User” or “User”.

2.6 Except as may be expressly specified otherwise by us with respect to paid portions of the Services, we reserve the right to add, change, suspend or discontinue the Services, or any aspect or feature of the Services, to reflect changes to our products, our users' needs and/or our business priorities, without notice and liability.

2.7 You are responsible for keeping your password secure. Subotiz cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. We may request additional security measures at any time and retain the discretion to change these requirements as we deem necessary.

2.8 You agree not to work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services.

2.9 You agree not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.

2.10 We reserve the right to disable, suspend, or terminate your Account, at any time, for any reason in our sole discretion, especially when you fail to comply with provision of these Terms.  

2.11 In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, your status as an employee of an entity, etc.
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3.1 Applicability. These Terms govern your right to access and use the Services as part of a Subscription during the Term provided that you have paid all Fees due and owing and is in compliance with the terms of these Terms. Not all Services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction, and we reserve the right to refuse the Services to anyone for any reason at any time.

3.2 Right to use the Services. Subject to your (including Users' and End-Customers') compliance with these Terms and solely during the Term, we grant you a limited, non-exclusive, non-transferable, non-assignable (except to the extent expressly permitted by Section 14.4), worldwide (subject to applicable law) and revocable right to access and use the Services that you have subscribed to for your own internal business and commercial purposes and solely to the extent necessary to receive the Services and perform your obligations under these Terms. We grant you a non-exclusive and non-transferable right and licence during the term of these Terms to place the then-current Subotiz trademark or logo on your website for the purposes of utilizing the Services, provided that at all times you comply with any brand guidelines made available to you by or on behalf of us with respect to such use. You may use the Documentation solely in connection with your use of the Services. 

3.3 Warranties You represents and warrants that: (a) you have the necessary right, power and authority to accept these Terms and to perform your obligations herein; (b) no authorization or approval from any third party is required in connection with your execution, delivery or performance of these Terms; (c) these Terms constitutes a legal, valid and binding obligation of you, enforceable against you in accordance with these Terms; (d) your obligations under these Terms do not violate any law or breach any other agreement to which you are bound; (e) all representations and statements made by you in these Terms, or in any other document relating hereto by you or on your behalf, are true, accurate and complete in all material respects; (f) you are engaged in a lawful business that includes the sale of products and/or services, and you have such permits and licenses as are required to conduct its business under the laws of all applicable jurisdictions in which you conducts such business; and (g) you will comply, at its sole expense, with all federal, state and local laws, policies, guidelines, regulations, ordinances or rules applicable to you in connection with these Terms and its use of the Services.

3.4 Beta Services. We may make pre-released features and functionalities available to you from time to time (“Beta Services”). you may choose to sign up for Beta Services at your sole discretion. All restrictions and your commitments under these Terms shall apply to your access and use of Beta Services. We may disable, modify or discontinue Beta Services at any time in our sole discretion without notice to you. By using the Beta Services, you acknowledge and agree that: (i) the Beta Services shall be used only for evaluation and testing purposes; (ii) we provide the Beta Services on an “AS IS” and “AS AVAILABLE” basis, without any warranties; (iii) we shall not be liable for any liability arising from or relating to the Beta Services, including your use or inability to use such Beta Services; (iv) any feedback provided on the Beta Services is our property to use without obligation to you or any other third party; and (v) any and all information pertaining to the Beta Services shall be deemed to be our Confidential Information.
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4.1 Account Activities. You are solely responsible for: 

4.1.1. your (including your Users' and End-Customers') access and use of the Services in compliance with these Terms;

4.1.2. providing us with and keeping current complete and accurate registration and Account information;

4.1.3. maintaining the confidentiality of unique login information, credentials and passwords associated with your Account, and the privacy and security of your Account;

4.1.4. all activities that occur within your Account and notifying us immediately of any unauthorized access or use of your Account, log-in information, credentials or passwords, or any unauthorized activity in your Account;

4.1.5. ensuring that your use of the Services to all activity, such as store, process and transmit of the Service Data is compliant with these Terms, AUP, and applicable laws and regulations and any other terms and conditions that apply to you;

4.1.6. immediately ceasing use of the Services for a prohibited activity or purpose if we inform you that a specified activity or purpose is prohibited with respect to the Services;

4.1.7. the accuracy, quality and legality of Service Data, the means by which you acquired Service Data and your use of Service Data with the Services or Third Party Services; 

4.1.8. determining whether the Services or the information generated thereby is accurate or sufficient for your purposes;

4.1.9. you are the owner of each Product or that you are legally authorised to act on behalf of the owner of such Product for the purposes of these Terms;

4.10 there is no action, suit or proceeding at law or in equity now pending or, to your knowledge, threatened by or against or affecting you which would substantially impair your right to carry on your business as contemplated herein or adversely affect your financial condition or operations; and

4.11 your use of the Services and the performance by you of your obligations under these Terms do not and will not conflict with or violate any agreement or other instrument with a third party applicable to you or otherwise infringe upon the rights of any third party (including Intellectual Property Rights).

4.2 Your Conduct while using the Services. You agree, on behalf of yourself and your Users, not to (1) use the Services or permit the Services to be used to perform any billing, processing of data, or any related services for any third party, or otherwise license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than Users and End-Customers in furtherance of your internal business purposes as expressly permitted by these Terms; (2) use or permit the use of the Services or any software, hardware, application or process in a manner that interferes, disrupts, or otherwise breaches the security, integrity, policies or procedures of the Services, or any servers, systems or networks connected to the Services, or harasses or interferes with our other users’ use and enjoyment of the Services; (3) or attempt to decipher, decompile, reverse engineer, disassemble, reproduce, copy or otherwise access or discover or attempt to derive the source code or underlying program of any software making up the Services or gain unauthorized access to the Services or our other users’ accounts, servers, systems or networks; (4) falsely imply any sponsorship or association with us; (5) remove, modify, infringe upon, or misuse any trademarks, trade names, service marks, service names, logos or brands, copyright or other proprietary notices on the Services or the Documentation, or add any other markings or notices to the Services or the Documentation; (6) use the Services to knowingly post, transmit, upload, link to, send or store any content that is prohibited or restricted in the AUP; (7) modify, port, adapt, translate or create any derivative work based upon the Services or the Documentation or use the Services to evaluate its functionality or performance for competitive purposes, including for developing any similar application, product or service; (8) use the Services to knowingly post, transmit, upload, link to, send or store any viruses, malware, trojan horses, time bombs, worms or cancelbots or any other similar harmful software;  (9) use the Services for the purposes of cookie tracking, ad exchanges, ad networks, data brokerages, pyramid schemes, or sending electronic communications (including unsolicited e-mails) in violation of applicable law; or (10) use or attempt to use the Services in violation of applicable laws and regulations, including PCI DSS, or in violation of third party rights, these Terms, the Documentation or API policies. 
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5.1 Our Intellectual Property. All right, title and interest in and to all of our Intellectual Property in or related to the Services, including the Websites and Documentation, and any part of it (collectively, “Our Intellectual Property Rights”), are owned or licensed by and shall remain exclusively with us and/or the Third Party Providers. Subject to the limited rights expressly granted by us to you in these Terms, you do not have any right, title to or interest in Our Intellectual Property Rights. We grant you a right, during the Term, to display the Subotiz logo on your websites relating to commerce with the phrase “powered by Subotiz” or similar phrasing.  Except as specifically provided in these Terms, these Terms does not give you any right to use any Our Intellectual Property Rights, and any use of any Subotiz logo by you shall inure to the benefit of Subotiz.  

5.2 Your Intellectual Property. You and your licensees retain ownership of all right, title and interest in and to the Product, any related documentation and trademarks, and all Intellectual Property Rights therein, and Subotiz shall acquire no rights therein except as expressly set forth in these Terms. You will own all rights, title and interest in all developments of and enhancements to the Product. Subotiz will take no action which may adversely affect or impair your ownership of such materials and rights. You hereby grant us (i) a limited license to process and disclose Service Data for the purposes of and as permitted under these Terms; and (ii) a fully paid-up, royalty-free, worldwide, transferable, sub-licensable license to use your Intellectual Property including but not limited to name and logo to operate, provide, and promote the Services and to perform our obligations, exercise our rights under the Terms of Services, identify you as our customer on the Websites or in other sales or marketing materials, provided that we will not issue any press release without your prior consent. This license will survive any termination of the Terms of Service solely to the extent that Subotiz requires the license to exercise any rights or perform any obligations that arose during the Term.

5.3 Feedback and Suggestion. If you provide any suggestions, ideas or feedback to us (“Feedback”), we shall have a royalty-free, worldwide, irrevocable, perpetual license to use such Feedback and incorporate it into or use it to improve the Services. We shall exclusively own all right, title and interest in and to any software and intellectual property developed or delivered by us to you regardless of whether it is based on or incorporates any Feedback, subject to the rights granted herein to you.
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6.1 Third Party Providers. The Service may include any third party service (“Third Party Service”) that is embedded within the Services or is made available to you under these Terms. In some cases, accessing certain features or functionalities may redirect you to the websites or platforms of such Third Party Services. We may engage certain third parties to assist in the provision of Services (each a “Third Party Provider”), whose products or services form an integral part of the Services that we provide. 

6.2 Third Party Agreements. Your use of the Services or portions of the Services may also be subject to the terms and conditions of one or more related third party agreements ("Third Party Agreements"). Any provisions of the Third Party Agreements that are irrelevant or inapplicable to your use of the Services shall be deemed inapplicable and shall not affect your rights or obligations under these Terms. In the case of any conflict between any Third Party Agreement and these Terms with respect to us or any aspect of the Service, these Terms will control.

6.3 Third Party Content. You may use Third Party Service in the Services to third-party websites, resources or content (“Third-Party Content”), whereby each of such service or content is governed by the respective Third Party Agreements. You understand that we do not warrant, endorse or assume any liability or responsibility with respect to Third-Party Content, including your enablement or use thereof, any sums due or transactions thereunder, or provision of any support. 

6.4 Access to Third Party Service. You further acknowledge and agree that (1) access and use of a Third Party Service may be subject to your subscription to or purchase of a separate license from (or agreement or acceptance of separate terms of use or similar terms with) the Third Party Provider, and the relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and we are not obligated to intervene in any dispute arising between you and a Third Party Provider; (2) You will review and comply with all such terms and conditions, and will not use the Third Party Service in any manner that would infringe or violate the rights of us or any other party or in furtherance of criminal, fraudulent or other unlawful activity; (3) the Third Party Provider, and not us, is responsible for its own actions and inactions; (4) our provision of integrated access with such Third Party Service via the Services may be revoked by the Third Party Provider or us at any time and without notice or any liability to You; (5) if you subscribe to or otherwise use the Third Party Service, we may transmit to the applicable Third Party Provider that portion of your data residing in the Services as you direct (or as directed by you through whom you have been granted access to the Services) or as otherwise is reasonably necessary for the Third Party Provider to perform and provide the Third Party Service. 

If you enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your Service data and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other Service Data or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. We are not responsible for any disclosure, modification or deletion of your Service Data, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or other Service Data. Without limiting the generality of the terms of Section 6 of these Terms, you represent and warrants that you have either provided the owner of any such Service Data notice or received permission from the owner of such Service Data, as required by applicable law, for us to: (i) use or disclose the Service Data in accordance with our Privacy Policy, (ii) provide the Service Data to Third Party Provider in accordance with the terms of this Agreement, and (iii) otherwise use and disclose the Service Data in accordance with these Terms.
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7.1 Remedies for Delayed Payments/Non-payment Where we do not receive payment towards the Fees or any payment you owe to us within the due date, you shall be notified of such non-payment. We must receive payments within a maximum of five (5) days from the date of our notice to you, failing which, in addition to our right to other remedies available under law, we may (i) charge an interest for late payment at 1.5% per month on the outstanding balance; (ii) suspend your access to and use of the Services until we receive your payment towards the outstanding fees; and/or (iii) terminate the Services immediately. In the event you in good faith dispute any charges invoiced by us, you shall promptly pay all undisputed charges within the due date, and shall notify us in writing of any such disputed amounts within five (5) days of the due date, identifying in reasonable detail your reasons for the dispute and the nature and amount of the dispute. All amounts not timely and appropriately disputed by the due date shall be deemed final and not subject to further dispute. Your Account may be assessed additional fees for blocking or unblocking the account due to late payment. This express statement of remedy is not a waiver of any other remedies of us in law or equity.

7.2 Refund You agree that any payments you make to us in relation to your Services are final and non-refundable, except where specified under these Terms. In particular, if you disclose your account or payment information to third parties, engage in conduct that is suspected to be in violation of our policies, or fail to protect your Account through available identity verification measures, we are unable to process any refund requests. IN NO CIRCUMSTANCES WILL WE BE REQUIRED TO PROVIDE A REFUND FOR ANY PAYMENTS MADE BY YOU TO US IN RELATION TO THE SERVICES.

7.3 Taxes You are responsible for all applicable taxes that arise from or as a result of your subscription to or purchase of our Services. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to us of your exemption. If you are not charged Taxes by us, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
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8.1.1.  These Terms will remain effective until terminated by either party. 

8.1.2 You may cancel your Account and terminate these Terms by (a) contacting us by sending email to service@subotiz.com to notify us of your termination, (b) deleting or otherwise destroying all Services-related materials; and (c) ceasing use of the Services according to these Terms. 

8.2.1. Upon any termination of these Terms, all rights granted to you hereunder will immediately cease. You may lose your Account and all information and Service Data associated therewith. We shall not be liable to you or any other third party for suspension or termination of your Subscription if done in accordance with these Terms.

8.2.2. Unless otherwise agreed between the Parties, termination of these Terms shall mean automatic termination of all Services associated with your Account. These Terms shall automatically terminate when all associated Subscriptions expire or are terminated and your payment obligations thereunder are fulfilled.

8.2.3. Unless required for compliance with applicable laws and regulations, or as necessary to protect, defend or establish our rights, or defend against potential claims, we reserve the right to destroy all Service Data in our possession; provided, however, that we may retain Service Data to the extent required for compliance with applicable laws and regulations, or as necessary to protect, defend or establish our rights, or defend against potential claim. You agree that you are solely responsible for exporting Service Data prior to termination of the Services, and if you require our assistance for exporting Service Data, please contact us.

8.2.4 Any outstanding balance owed to Subotiz for your use of the Services through the effective date of such termination will immediately become due and payable in full. If at the date of termination of the Services, there are any outstanding fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

8.2.5 Termination or expiration of this Agreement shall not release either party from the obligation to make payment of all amounts then or thereafter due and payable. 

‍8.2.6 You shall immediately remove any reference to us on your website, including hyperlinks, and from all online media and all printed media, including without limitation marketing collateral and print advertising.

8.2.7 Specific Provisions for Subotiz MOR Service

(1) Subotiz shall cease reselling the Supplier’s Products, except as necessary to support existing End-Customers.
(2) Subotiz may retain a reasonable reserve from funds collected from Transactions executed before termination to cover future chargebacks, refunds, or other liabilities. Any remaining balance shall be paid to the Supplier within a reasonable period after the reserve period ends.
(3) Subotiz shall, upon request by you, assign all contracts for the sale of the Product with the End-Customer to you, in accordance with the Buyer Terms. In the event that Subotiz is unable to assign the Buyer Terms to you by operation of applicable law, Subotiz may terminate the Buyer Terms with any End-Customer in respect of any Product which has an active subscription and shall refund the End-Customer the pro-rated purchase price. Buyer Terms shall continue in respect of any Product which an End-Customer has purchased prior to the date of termination or expiry of these Terms and which Subotiz chooses not to terminate.
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9.1 Each Party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms and in accordance with any other obligations in these Terms including this Section 9. Each Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. 

9.2 Subject to the terms of these Terms, the receiving Party will return to the disclosing Party all Confidential Information of the disclosing Party in the receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon termination of the relevant Subscription(s) and/or these Terms. At the disclosing Party’s request, the receiving Party will certify in writing that it has fully complied with its obligations under this Section 9.
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10.1 Security of Service Data. We use appropriate technical and organizational measures to protect the Service Data. The measures used are designed to provide a level of security appropriate to the risk of processing of the Service Data.

10.2.1. You understand that the we and Third Party Providers shall process Service Data (a) in accordance with these terms, Applicable Data Protection Laws, the Privacy Policy (to the extent applicable), the DPA and any other agreement or addendum executed by the Parties relating thereto; (b) as otherwise authorized by you; and (c) as required for compliance with applicable law. You acknowledge and agree that we and Third Party Providers may also process information about you, your Subscription and Account, Users and End-Customers, including Service Data, to (i) provide the Services and perform its obligations under these Terms, including, without limitation, to respond to your support requests; (ii) demonstrate new features, products, and services (iii) comply with the law or respond to lawful requests or legal process; (iv) professionals and advisors in order to protect our or your customers’ or partners’ rights or property; and (v) act on a good faith belief that such disclosure is necessary to protect the personal safety or avoid violation of applicable law or regulation.

10.2.2. You represent and warrant that you have the necessary consents, permissions, authorizations and right to allow us to process and transfer Service Data in accordance with these Terms, the Privacy Policy (to the extent applicable), the DPA and any other agreement or addendum executed by the Parties, including processing and transfer of Service Data in and to other countries which may have different privacy laws from your country of residence or establishment. You understand that it shall be your responsibility to inform the Users and End-Customers (including on our behalf, as applicable) about the processing of their Personal Data in accordance with these Terms, the Privacy Policy (to the extent applicable), the DPA and any other agreement or addendum executed by the Parties, and, where required, obtain necessary consent or authorization for your or our use of any Personal Data that you provide us or is collected as part of your use of the Services. Unless we explicitly agree otherwise in writing, you shall not provide Sensitive Personal Data at any time to the Services and we will have no liability whatsoever for and in connection with the Sensitive Personal Data. For purposes of these Terms, “Sensitive Personal Data” means any special or sensitive categories of Personal Data defined by Applicable Data Protection Law as requiring special care, additional protections, or limited processing. 

10.2.3 Aggregated Analytical Data. We and the Third Party Providers they use may aggregate and analyze technical and other data regarding your use of the Services that is non-personally identifiable with respect to you, Users and End-Customers (“Aggregated Analytical Data”). We will not identify you, Users or End-Customers as the source of any Aggregated Analytical Data. We and the service providers they use shall process and enrich the Aggregated Analytical Data in its systems to (i) provide, support, improve, enhance and operate the Services and its availability; (ii) develop new features, products and services; (iii) compile statistical reports and record insights into usage patterns; and (iv) perform its obligations under these Terms.
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11.1 You agree that we can provide notices to you by posting such notices in the Websites, the administration menu of your Account, emailing them to your email address associated with your Account, mailing them to the address listed in your Account or other means that we deem reasonable and appropriate. You must check your email address you provide to us and your Account from time to time to stay informed of all notices we sent to you. You also agree that electronic notices have the same meaning and effect as if we had provided you with a paper copy. Such notices shall be considered to be received by you within twenty-four (24) hours of the time it is posted to the administration menu of your Account or emailed to you, unless we receive notice that the email was not delivered. You should diligently read and review all notices we sent to you and you shall bear all responsibility for all consequences resulting from your failure to check any notices in a timely manner.

11.2 We may amend these Terms from time to time by posting the most current version on our Website, in which case the new Terms will supersede prior versions. Please check these Terms periodically to take notice of changes as they will be binding on you. If an amendment materially affects your rights, we will notify you by the means that we deem reasonable (by, for example, sending a message to the e-mail address associated with your Account, or posting on our Website). Your continued use of the Services following the effective date of any such amendment may be relied upon by us as your acceptance of any such amendment. If you do not agree to an amendment, you may terminate your use of the Services or request us to terminate the provision of our Services to you.

11.3 Fees for using the Services are subject to change upon 30 days’ notice from us. Such notice may be provided at any time by the means set forth in Clause 11.1.
Notwithstanding the above, certain Services involve Third Party Providers and changes of the pricing for providing certain functions or features of the Services from the Third Party Providers may be beyond our control and not easily predictable or foreseen in advance. In the event of a price change by Third Party Providers, we reserve the right to adjust our Fees accordingly and such adjustments may take effect simultaneously with Third Party Provider’s price change or at another time we deem reasonable. We will make commercially reasonable efforts to notify you of any Fees changes in advance of the adjusted Fees taking effect.

11.4 We reserve the right at any time, and from time to time, to modify or discontinue, the Services (or any part thereof) with or without notice (unless otherwise required by applicable law).

11.5 We shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services or Fees Change. 
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WE DO NOT WARRANT OR GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM ANY POTENTIAL OR ACTUAL SECURITY THREATS. THE SERVICES AND SOFTWARE, AND OTHER SERVICES OF US, ARE PROVIDED TO YOU AND THE USERS ON AN “AS IS, AS AVAILABLE” BASIS. WE, OUR AFFILIATES AND OUR LICENSORS SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITH RESPECT TO MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS OF THE SERVICE FOR ANY PARTICULAR PURPOSE OR INTENDED USE. WE MAKE NO WARRANTIES WHATSOEVER AND IS NOT LIABLE FOR ANY LOSS OR DAMAGE THAT MAY BE INCURRED BY YOU AS A RESULT OF USING ANY THIRD-PARTY SERVICE OR SOFTWARE, EVEN IF LINKED TO OR INTEGRATED IN THE SERVICES. WE ARE NOT RESPONSIBLE OR LIABLE FOR DAMAGE, MALFUNCTION, OR PERFORMANCE FAILURES RESULTING FROM MISUSE, PHYSICAL ABUSE, IMPROPER OPERATION, THE ENVIRONMENT OR OTHER CAUSES BEYOND OUR EXCLUSIVE CONTROL. NO EMPLOYEE OF US OR ANY THIRD PARTY HAS THE RIGHT TO MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE SERVICES, EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS.

WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, WE DO NOT MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION THEREIN, OR WITH RESPECT TO ANY THIRD PARTY PRODUCT OR SERVICE, WHETHER INTEGRATED WITH THE SERVICES OR NOT, OR RECOMMENDATIONS OR INFORMATION OFFERED BY ANY OUR PERSONNEL OR THIRD PARTIES. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES DOES NOT IN ANY WAY GUARANTEE THE SECURITY OR RELIABILITY OF YOUR WEBSITE OR APP. YOU UNDERSTAND AND AGREE THAT WE SHALL BEAR NO RISK WITH RESPECT TO YOUR SALE, PRODUCTS OR SERVICES, INCLUDING ANY RISK ASSOCIATED WITH THE SECURITY OF YOUR WEBSITE OR APP, CREDIT CARD FRAUD OR CHARGEBACKS, OR ANY RISK ASSOCIATED WITH YOUR FAILURE TO REGISTER WITH THE APPROPRIATE GOVERNMENTAL AGENCIES OR OBTAINING THE APPROPRIATE LICENSES TO CONDUCT BUSINESS, INCLUDING CHARGING INTEREST OR FINANCE CHARGES, OR ANY OTHER REGULATORY OR LEGAL REQUIREMENTS. WE ARE NOT RESPONSIBLE AND DOES NOT ASSUME ANY OBLIGATIONS FOR ANY REGULATORY COMPLIANCE OR DISCLOSURES REQUIRED OF YOU.

YOU EXPRESSLY AGREE THAT WE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGES WHATSOEVER ARISING FROM OR CAUSED BY (I) YOUR FAILURE TO PROPERLY ACTIVATE, INTEGRATE, USE OR MANAGE THE SERVICES; (II) ANY FRAUDULENT TRANSACTIONS; (III) DISRUPTION OF THE SERVICES ATTRIBUTABLE TO A FORCE MAJEURE EVENT; (IV) ACTIONS OR INACTION OF ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, THIRD PARTY PROVIDERS, PAYMENT PROCESSORS, BANK URL SUPPORT, EMAIL SYSTEMS, OR ANY PRODUCTS OR SERVICES WITH WHICH THE SERVICES IS INTEGRATED; (V) ANY PERSON’S UNAUTHORIZED ACCESS TO YOUR SERVICE DATA, TRANSACTION DATA OR PERSONAL INFORMATION, EXCEPT IF SUCH ACCESS IS DUE SOLELY TO OUR GROSSLY NEGLIGENT OR WILLFUL MISCONDUCT; OR (VI) THIRD PARTY SERVICE THAT IS NOT EMBEDDED WITHIN THE SERVICES.
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TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SUBOTIZ, ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, COVER, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, LOSS OF USE OR LOST CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY), HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF SUBOTIZ, ITS RESPECTIVE AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS, AND SERVICE PROVIDERS RELATING TO THE SERVICES, USE THEREOF AND THESE TERMS SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE FEES PAID OR PAYABLE BY YOU IN THE SIX (6) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, IN CONNECTION WITH THE SUBSCRIPTION TO WHICH THE CLAIM RELATES. NO CLAIM MAY BE PURSUED BY YOU MORE THAN ONE (1) YEAR AFTER THE FACTS GIVING RISE TO SUCH CLAIM HAVE ARISEN.

IN JURISDICTIONS WHICH DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, EACH PARTY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THIS LIABILITY LIMITATION FORMS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL SURVIVE AND APPLY EVEN IF ANY REMEDY SPECIFIED IN THESE TERMS DO NOT FULLY COMPENSATE YOU FOR ANY LOSS OR ARE FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
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14.1 Parties. The Parties of these Terms are independent contractors. Nothing in these Terms shall be deemed to constitute a partnership, joint venture, employment or franchise between the Parties, nor constitute any Party as the agent of the other Party for any purpose or entitle any Party to commit or bind the other Party in any manner.

14.2 Entire Agreement These Terms, including the documents it incorporates by reference, constitute the entire agreement between you and us and govern your use of the Services and your Account, superseding any prior agreements between you and us (including, but not limited to, any prior versions of these Terms).

14.3 Severability and Waiver. In the event any provision of these Terms is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of these Terms will remain in full force and effect. Any waiver (express or implied) by any Party of any right under these Terms shall not constitute a waiver of any other or subsequent default or breach.

14.4 Assignment. All the terms and provisions of these Terms shall be binding upon and inure to the benefit of the parties to these Terms and to their respective heirs, successors, permitted assigns and legal representatives. We shall be permitted to assign these Terms of Service without notice to you or consent from you. At any time, Subotiz may use subcontractors or strategic partners to perform portions of the Subotiz Service. You shall have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without our prior written consent, to be given or withheld in our sole discretion.

14.5 Force Majeure and Other Events. We shall not be liable for inadequacy of or irregularity in the Services caused by (i) any circumstance beyond our reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, technical failures (including failures in telecommunications, internet, internet service provider or hosting facilities, power shortages) or acts undertaken by third parties, including without limitation, denial of service attacks; (ii) sub optimal functionality, availability or downtime of your payment gateway and/or ‘Other Services’; or (iii) your, Users’ or End-Customers’ use of the Services in an unauthorized, improper or unlawful manner; or for any misuse or modification or damage of the Services caused by you, Users or End-Customers; or any breach of these Terms by you or Users (collectively, the “Force Majeure and Other Events”).

14.6 Enquiry Questions about these Terms should be sent to service@subotiz.com.

14.7 Survival Sections 3, 5, 7, 8, 9, 10, 12, 13, and 14 of these Terms and such other provisions that by their nature are intended to survive termination, shall survive any expiration or termination of these Terms. Expiration and/or termination of these Terms shall not limit either Party’s liability for obligations accrued as of or prior to such expiration or termination, as applicable or for any breach of these Terms.

Additional Terms Applicable to  Subotiz Billing Platform Service
1. Services
‍In respect of its appointment as a technology service provider under the  Subotiz Billing Platform Service, Subotiz may provide the following Services:

(1) establishing a Subotiz Account which provides you with access to the Subotiz Administrative Dashboard and allows you to configure checkout settings, manage subscriptions, view Transaction data and generate analytical reports;

(2) providing hosted checkout and billing interfaces to enable you to process Transactions directly with End-Customers using your selected payment service provider(s), including support for global payment methods and currencies;

(3) providing order routing and facilitating communications between you and End-Customers for product access, fulfilment and after-sales support, provided that you remain solely responsible for product delivery, refunds, chargebacks and compliance with applicable laws; and

(4) providing fraud and risk monitoring tools, together with technical support for the Subotiz Service, excluding any responsibility for collecting/remitting Sales Taxes on your behalf.

We (i) are not a bank or other chartered depository institution; (ii) will not hold any sum of amount for you and/or End-Customers; and (iii) do not provide, and are not responsible for, any legal or accounting advice as we are not a law firm or an accounting firm by provision of  Subotiz Billing Platform Service. Accordingly, you agree that we will not be responsible for your compliance with any applicable laws or any amounts related to any credit card or payment transactions.

2. Your Responsibilities 

2.1 Any Transactions completed through the Services with your End-Customers, including but not limited to order processing, payment collection, product or service delivery, refunds, chargebacks, tax collection and remittance, customer support, after-sales services, and any disputes, shall be solely between you and the End-Customer.

You acknowledge and agree that:
(i) the Services are provided solely as a technical solution to facilitate your transactions with End-Customers and do not involve us as a party to any Transaction;
(ii) the use of the Services does not create any contractual or legal relationship between us and any End-Customers; and
(iii) we disclaim all responsibility and liability arising out of or relating to any Transaction, including without limitation any failure to deliver, product liability, compliance with applicable laws, tax obligations, or resolution of disputes with End-Customers.

‍2.2 You own and operate your Supplier URL(s) or app to be used listed in your application for a Subotiz Account and/or as otherwise approved by Subotiz from time to time.

3. Fees and Payments
3.1 Billing Method You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. We will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and we will continue to charge the Authorized Payment Method for applicable Fees automatically until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, and all payments shall be in the currency of USD.

‍3.2 Fees and Payments. You shall be charged the Fees based on the Plan you choose for the Services. SaaS Platform Service Fee and Additional Fees will be charged on a one-time, recurring or flexible basis, as applicable, based on factors such as the Services actual usage, transaction value, agreed terms for accessing the Services and any other factors which may be relevant to your utilization of the Services, at our sole discretion. You must notify us of any change in your Authorized Payment Method by updating your Account.

‍3.3 Payment Failure If we are not able to process payment of any Fees using an Authorized Payment Method, we may, but not obliged, send you the reminder(s), provide an opportunity to update your Authorized Payment Method, reschedule a new payment date, or utilize any other methods, following which additional attempt may be made to process any outstanding Fees, or directly make subsequent attempts using any Authorized Payment Method. Failure to make timely payments may result in the suspension or termination of your Account or access to the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus any other Fees applicable to your next billing cycle. You may not be able to access your Account or the Services during any period of suspension.

‍3.4 Invoice Fees will appear on an invoice, which will be sent to you  via the email provided. As well, an invoice will appear in your Subotiz Administrative Dashboard.  

4. Termination
4.1 You may cancel your Account and terminate these Terms at any time and for any reason by (a) contacting us by sending email to service@subotiz.com to notify us of your termination, (b) deleting or otherwise destroying all Services-related materials; and (c) ceasing use of the Services. 

‍4.2 We may terminate these Terms, your Account and your access to the Services (or, at our sole option, applicable portions of the Service) at any time and for any reason. We may, at its option and in its sole discretion, precede any such termination by issuing you a warning or other notice, such as upon your violation of these Terms. However, you acknowledge that we are not required to provide you with any such notice or warning prior to any such termination under this Section.

‍5. Governing Law and Dispute Resolution. These Terms shall be governed by and construed in accordance with the laws of Singapore, without regard to any conflict of law principles. Any dispute, controversy or claim arising out of or relating to these Terms, including the breach, termination or invalidity thereof, shall be finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Arbitration Rules in force at the time of the arbitration, which rules are deemed to be incorporated by reference into this clause. The seat of arbitration shall be Singapore. The language of arbitration shall be English.

Additional Terms Applicable to Subotiz MOR Service 
1. Appointment 
1.1 You appoint Subotiz as your non-exclusive reseller of the Product across all territories and will ensure that Subotiz’s status as reseller is reflected on your website in a form agreed with Subotiz.
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1.2 You acknowledge and agree that as Subotiz is the seller of the Product to the End-Customer, you shall not issue any invoice or make any demand for payment to any End-Customer in a Transaction. If you agree with the End-Customer to issue a refund or repay any of the SRP you will not make this payment directly to the End-Customer but will inform Subotiz of what you have agreed and Subotiz will make the relevant refund.

2. Services
2.1 In respect of its appointment as a reseller, Subotiz will provide the following Services:
(1) setting you up as a supplier of the Product on Subotiz's platform and establishing a Subotiz Account which provides you with access to the Subotiz Administrative Dashboard and allows you to view all sales made by Subotiz and the monies which are due to you for sales of the Product by Subotiz;

(2) acting as your non-exclusive reseller of the Product via Subotiz MOR Services across all territories supported by Subotiz from time to time during the term of the Agreement (for the avoidance of doubt nothing in these Terms creates an obligation for Subotiz to sell across all territories);

(3) Facilitating product fulfilment by you to End-Customer through connecting you to End- Customers to enable them to download/access the Product, as applicable; and

(4) Order support and being responsible for all aspects of Sales Tax as between you, Subotiz and End-Customers.

3. Your Responsibilities
3.1 Access and URL. As the case may be, Subotiz may provide a URL for a website for use by you in the form of a sub-domain of Subotiz’s registered URL as chosen by Subotiz. If Supplier chooses to sub-mask or forward a different URL to the URL provided by Subotiz, then you are solely responsible to independently purchase, retain ownership of and uphold terms and conditions of such URL.

‍3.2  Each End-Customer must expressly accept the Buyer Terms prior to accessing the Subotiz Service. Subotiz may update the Buyer Terms from time to time at its discretion, and the updated version shall take effect upon notice to End-Customers; continued access or use of the Subotiz Service after such notice constitutes acceptance of the updated terms. The commitments, representations, warranties, and indemnities of Subotiz set out in the Buyer Terms apply solely to the End-Customer in accordance with the Buyer Terms. You must ensure that the Buyer Terms are expressly incorporated by reference into, or attached to, your terms and conditions, order forms, or other binding agreements with each End-Customer.

‍3.3 You should guarantee that the Product complies with our AUP and the sale of the Product is in compliance with all Payment Scheme Rules and applicable laws and you shall provide End-Customer with access to Subotiz’s after sales support in a manner as it is required by the applicable law in the countries where the End-Customers are based, including by way of a direct link to enable cancellation of a Product, if it is required.

‍3.4 The Product shall be free from defects and fit for any purpose agreed between you and the End-Customer or otherwise fit for any purpose for which such Product is generally used.

4. Transaction Fee
4.1 For each Transaction, Subotiz shall pay the Supplier the SRP less:

(1) any Sales Tax due or incurred;

(2) the Transaction Fee; and

(3) any Additional Fees or other charges payable by you pursuant to this Agreement.

such amount being the "Supplier Fee"

‍4.2 The Transaction Fee shall be agreed by Subotiz and you separately based on the amount of SRP minus any applicable Sales Tax.

‍4.3 Charges for Additional Services  (such charges may being added to and forming part of the Transaction Fee) shall be determined case by case.  

‍4.4 As Merchant of Record, Subotiz reserves the right to set the price or licence fee at which the Product is offered for sale to End-Customers. The final sale price of the Product to the End-Customers shall be determined by Subotiz. 

5. Sales Tax and Withholding
5.1 Subotiz is the reseller of the Product. This structure allows Subotiz to handle all Sales Tax collection, reporting and remittance. If required to by law Subotiz will withhold any and all required taxes, fees and other such amounts from sales proceeds of the Product.

‍5.2 Prior to the sale of any Product, Vendor shall accurately complete the questionnaire (the “Tax Questionnaire”) and provide any other documentation requested by Subotiz for the purposes of ascertaining the Supplier’s tax status. Supplier understands that Sales Taxes for any Product will be calculated, collected, and remitted on the basis of the information provided on the Tax Questionnaire by the Vendor with respect to such Product. Supplier shall indemnify and hold harmless Subotiz from and against any taxes or other liabilities (including any penalties and interest) arising from any inaccuracy, misrepresentation, or omission by Supplier of any information on a Tax Questionnaire.  Supplier shall promptly provide Subotiz with an updated Tax Questionnaire if requested by Subotiz or whenever any new fact or information, or change in fact or information, renders the previously-provided Tax Questionnaire inaccurate or incomplete in any respect.  Any collected Sales Taxes will not be included in the calculation of Supplier Fee but shall instead be remitted by Subotiz to the appropriate taxing authority. Subotiz is not responsible for determining whether any taxes apply to the sale of any Product via the Subotiz Services where the Supplier has not accurately completed the Tax Questionnaire. 

6. Title and License Grant
6.1 You hereby grant to Subotiz a non-exclusive and non-transferable right and licence during the term of this Agreement to sell directly and facilitate access to the Product to End-Customers.

‍6.2 Subotiz agrees not to:
(1) modify the Product or create derivative works thereof; (2) merge the Product with other software or services; (3) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code (if applicable) for the Product; (4) disclose to third parties the results of any benchmarking tests performed on the Product without your prior written consent (if applicable); or(5) otherwise use, copy or distribute the Product except as expressly allowed hereunder.

7. Transaction and After Sales Support
7.1 Subotiz agrees to provide first tier after-sales support to Buyers. First tier after-sales support is limited to invoicing, handling requests for refunds, payment, reconciliation and initial order related support.

7.2 You warrant that you will provide any additional ongoing customer service and after-sales support in respect of the Product including but not limited to technical and/or delivery level support (e.g. Service Level Agreements) in accordance with the terms agreed between you and each Buyer.

8. Fees and Payments

8.1 You will be able to access data on individual resales of Products in the currency used by the Buyer.

‍8.2 The number and value of confirmed sales will be provided to you via your Subotiz Administrative Dashboard.

8.3 Refunds and Chargebacks. For any returns (refunds or chargebacks), Subotiz will return to the End-Customer the transaction amount or any other amount that, in Subotiz’s sole discretion, should be returned to the End-Customers under Buyer Terms. In the event of a return, refund or chargeback, Subotiz is entitled to receive from you the amount of the refund or Chargeback. Subotiz reserves the right to suspend all Services until the deficit is paid by you. If Subotiz determines, in its sole discretion, that you have an excessive chargeback rate, we reserve the right to suspend or discontinue selling all or a portion of your Product(s) on a temporary or permanent basis. The foregoing is in addition to any other rights or remedies that may be available to Subotiz under this Agreement, or at law or equity. 

‍8.4 Reserves.  Subotiz may, in its sole discretion, retain some or all of the funds that are in your account if Subotiz reasonably determines they will be necessary to cover future chargebacks or refunds, charges against the account, or other liabilities Supplier may owe to Subotiz. Subotiz may also retain some or all of the funds if Subotiz reasonably believes that the funds resulted from fraudulent transactions or involve other activities that are otherwise illegal in a locale in which the Products are offered for sale, or if Subotiz reasonably believes the Product violates any of Supplier’s representations, warranties or covenants. Subotiz will only retain those amounts that it determines to be reasonable under the circumstances. Subotiz shall communicate to Supplier the amounts retained and the reason for retention of funds. Subotiz will keep any retained amounts only for a reasonable time as determined in Subotiz’s sole discretion, and will promptly pay over to Supplier any remaining retained amounts after such reasonable time elapses. Notwithstanding any revenues retained by Subotiz for such circumstances, Supplier agrees to pay Subotiz, upon demand, funds owed to Subotiz due to refunds, chargebacks or fees for services rendered. 

‍8.5 Where any credit is due to the End-Customer  to service level or similar failures in the provision of the Product by you, no credit will be given to you for any previously applied Transaction Fee and the Transaction Fee will be applied to the gross amount of any amounts invoiced prior to deduction of any service level or similar credit.

9. Set Off
9.1 Without prejudice to any other rights or remedies we may have, you hereby authorises us to set-off by whatever means the whole or any part of the your liability to us under this Agreement against any funds, sums or other amounts owing to you under this Agreement including but not limited to:(1) liability for refunds and chargebacks;(2) any fines issued for non compliance with the Payment Scheme Rules;(3) breach of our AUP;(4) fraudulent or illegal use of our Services; or(5) other liabilities as set out in this Agreement.

‍9.2 You agree that we may exercise the right of set-off in clause 9.1 at any time, without further notice to you whether your liability is present or future, liquidated or unliquidated, actual or contingent. If the liability to be set off is expressed in different currencies, we may convert such liability at a market rate of exchange for the purpose of set-off. In the event such set-off does not fully reimburse us for the liability owed, you shall immediately pay us a sum equal to any shortfall.

‍9.3 If there are insufficient funds, in Subotiz’s sole discretion at any time to cover potential refunds, chargebacks, charges against the Subotiz Account or other liabilities you may owe to us ("Liabilities"), you agree to either put Subotiz in sufficient funds or agree that we may exercise the right of set-off in clause 9.1 at any time without notice to the Supplier whether such liability is present or future, liquidated or unliquidated, actual or contingent. If the liability to be set off is expressed in different currencies, we may convert such liability at a market rate of exchange for the purpose of set-off. In the event such set-off does not fully reimburse us for the liability owed, the Supplier shall immediately pay us a sum equal to any shortfall.

‍9.4 For the avoidance of doubt, Subotiz is not obliged to pay any Supplier Fees associated with activities or Products which it considers in its sole discretion to be fraudulent or illegal under any relevant law or regulation. We may suspend your Subotiz Account and retain any Supplier Fees, or terminate these Terms immediately, if(i) we determine in our sole discretion that you are ineligible for the Services because of significant fraud risk, or any other risk of illegal activity associated with your Account;(ii) we determine in our sole discretion that you have intentionally or wilfully taken any action which directly defrauds an End-Customer;(iii) any Law or Payment Scheme Rules requires us to do so; or(iv) we are otherwise entitled to do so under this Agreement.

10. Termination
10.1 Either party may terminate this Agreement at any time by giving the other party at least 30 days’ prior notice in writing.

‍10.2 Either party may terminate this Agreement by immediate notice in writing to the other if:
(1) the other commits a material breach of its obligations under the Agreement, including for the avoidance of doubt compliance with the AUP, and such breach is not remediable;
(2) the other commits a material breach of its obligation under the Agreement which is not remedied within 14 days of receiving written notice of such breach;
(3) any consent, licence or authorisation held by the other is revoked or modified such that the other is no longer able to comply with its obligations under the Agreement or receive any benefit to which it is entitled; or
(4) the other party ceases or threatens to cease substantial business operations, becomes insolvent, unable to pay its debts, enters into administration or liquidation (other than for a solvent restructuring), or has a receiver, trustee, or similar officer appointed over a substantial part of its assets, or proposes a general arrangement with its creditors, or any similar event occurs under applicable laws, unless termination is prohibited by law.

‍10.3 Subotiz may terminate this Agreement by immediate notice in writing to you if:
(1) it is requested by any of its payment providers;
(2) there is any suspected fraudulent/ criminal activity or non compliance by the Supplier of applicable laws or Payment Scheme Rules;
(3) where the Product has a chargeback rate which is in excess of the upper limit set by the Card Schemes from time to time; or
(4) where Supplier commits a material breach of the Acceptable Use Policy.

11. Governing Law and Dispute Resolution. These Terms is governed by the laws of the State of California, which will be governed by and construed in accordance with the laws of the applicable country, state, province, territory, or other jurisdiction in which such security interest is registered, and in each case without regard to its choice of law provisions to the contrary. The exclusive venue for any actions or claims arising under or related to these Terms shall be a court of competent jurisdiction in the State of California.