The Platform is intended to enable customer creditworthiness assessment and ongoing monitoring, by providing modular components needed to quickly build a complete credit-risk infrastructure (the “Service(s)”). As part of the Services, Noble may refer you to a data provider and assist with technical integration with such provider. The Services include: (i) the software that you access via the Platform; (ii) the products, services and features made available or provided to you by Noble in connection with the Service; and (iii) the content, text, documents, articles, brochures, descriptions, products, graphics, photos, sounds, videos, interactive features, and the trademarks, service marks and logos (“Marks”), contained in or made available through the Service.
Subject to the terms and conditions of these Terms, Noble hereby grants you a limited, non-exclusive, non-sublicensable, non-transferable and revocable license to install, remotely access (including on a SaaS basis) and/or use (as the case may be) Noble's software during the Term (as defined below), solely for your internal purposes.
We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective 10 days following posting of the revised Terms via the Platform, and your continued use of the Platform thereafter means that you accept those changes.
- Platform Access
For such time as these Terms are in effect, we hereby grant you permission to visit and use the Platform provided that you comply with these Terms and applicable law.
- Subscription to the Service
Subject to your compliance with these Terms and payment of applicable fees, if and as applicable, Noble hereby grants you, and you accept, a non-exclusive, non-transferable, non-sublicensable, and fully revocable right to access and use the Service during the Term (as defined below) for your internal purposes only. Your subscription to the Service is limited to the Platform plan you choose in the Order Form. “Order Form” means Noble’s then current order form that you entered into for the provision of the Service.
- Restrictions on Use
You must not, and shall not allow any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, transfer or distribute any portion of the Service to any third party, including, but not limited to, your affiliates, or use the Service in any service bureau arrangement; (ii) gain unauthorized access, circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service; (iii) reverse engineer, decompile or disassemble the Service or any components thereof; (iv) modify, translate, patch, alter, adapt, change or create any derivative works of the Service, or any part thereof; (v) use any robot, spider, scraper, or other automated means to access the Service for any purpose; (vi) take any action that imposes or may impose (at Noble’s sole discretion) an unreasonable or disproportionately large load on the Noble infrastructure; (vii) interfere or attempt to interfere with the integrity or proper working of the Service, or any related activities; (viii) remove, deface, obscure, or alter Noble’s or any third party’s copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service, or use or display logos of the Service differing from Noble’s own without Noble’s prior written approval; (ix) use the Service to develop a competing service or product; (x) use the Service to send unsolicited or unauthorized commercial communications or for direct marketing and or prospecting; and/or (xi) use the Service in any unlawful manner or in breach of these Terms. You agree to remain liable to Noble for any act or omission of any third party acting on your behalf that would constitute a breach of these Terms if such acts or omissions were by you.
In order to use the Service, you have to create an account (“Account”). You must not allow anyone other than yourself or your respective employees to access and use your Account. You acknowledge and agree: (i) to provide accurate and complete Account and login information (e.g., full name, email and job title); (ii) to keep all Account login details and passwords secure at all times; (iii) to remain solely responsible and liable for the activity that occurs in connection with your Account; and (iv) to promptly notify Noble in writing if you become aware of any unauthorized access or use of your Account or the Service.
- Trial Period
We may offer a trial period of the Service (“Trial Period”). You acknowledge and agree that these Terms are applicable and binding upon you during the Trial Period. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, DURING THE TRIAL PERIOD THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY WHATSOEVER AND NOBLE WILL HAVE NO WARRANTY, INDEMNITY OR OTHER OBLIGATIONS OR LIABILITIES WITH RESPECT TO THE TRIAL PERIOD. FOR GREATER CLARITY, NOBLE SHALL NOT BE LIABLE HEREUNDER FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL OR EXEMPLARY DAMAGES OR LOSSES WHATSOEVER; NOR FOR DAMAGES OR LOSSES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL, OR DAMAGES ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE.
- Payments to Noble
Your access to and use of the Service is subject to payment of the subscription fees set forth in the Order Form. You acknowledge that the subscription fee during any Renewal Term will, unless set forth in the Order Form, be determined by Noble’s then-current subscription fees. Unless stated otherwise in an Order Form, all fees are stated, and shall be paid, in US Dollars, are non-refundable and are exclusive of all taxes, levies, or duties, which are your responsibility. The payment methods are set forth in the Order Form. In the event that during and/or following a Trial Period, you sign a commercial agreement with the data provider to which you were introduced by Noble, and do not execute or pay fees as per the Order Form, you shall pay Noble a cancellation fee of 30% of the total contractual value of the Order Form.
- Intellectual Property Rights
Title and full, exclusive ownership rights of the Service (and all parts thereof), and all reproductions, corrections, modifications, enhancements and improvements, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including data related to your usage thereof, and Noble’s intellectual property, and any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary to Noble (or its third party licensors). “Noble”, the Noble Logo, and other marks are Marks of Noble or its affiliates. If you download or print a copy of the Service you must retain all copyright and other proprietary notices contained therein.
b. Use of Content
Content (as defined herein) on the Platform is provided to you for your information and personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, decompiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Content you must retain all copyright and other proprietary notices contained therein. “Content” shall mean any content on the Platform, including without limitation: (i) the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, interactive features and services; and (ii) Marks contained in or made available through the Service.
- Third Party Sources and Content
a. The Platform may enable you to view, access, link to, and use content from Third Party Sources that are not owned or controlled by us (“Third Party Content”). The Platform may also enable you to communicate and interact with Third Party Sources. “Third Party Source(s)” means third party websites and services.
c. We are not responsible for, and we expressly disclaim all warranties regarding, the accuracy, appropriateness, usefulness, safety, or Intellectual Property Rights (as defined below) of, or relating to, any Third Party Content.
d. We do not endorse any advertising, promotions, campaigns, products, services or other materials that is included in any Third Party Content or that is communicated to you from a Third Party Source.
e. You always have the choice of deciding whether or not to interact with a Third Party Source or to view and use Third Party Content. Your interaction with a Third Party Source and your use of, and reliance upon, any Third Party Content is at your sole discretion and risk.
f. You are solely responsible and liable for your interaction with a Third Party Source. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against Noble, and release Noble from any and all liability, arising from your use of and interaction on any Third Party Content and from your interaction with any Third Party Source. If you have any query or complaint regarding a Third Party Source or any Third Party Content, you agree to contact the Third Party Source directly.
- User Content
The Platform may permit the accessing, transmitting, temporary hosting and sharing of content by you, including your respective Third Party Content (“User Content”). You shall be solely responsible for your User Content and the consequences of accessing, transmitting, temporary hosting and sharing such User Content via the Platform.
You hereby grant Noble a non-exclusive license to use, process, display, copy and store the User Content in order to provide the Services hereunder. You further grant Noble with full rights to use non-identifiable information regarding use of the Services and any aggregated and analytics information derived from the User Content, but which does not enable identification of you or any individuals, in any way whatsoever and for any purpose, including for commercial purposes and/or disclosure to third parties and/or to provide, improve and publicize Noble's programs and Services.
You represent and warrant that you own or have the necessary rights and permissions to use and authorize Noble to use all Intellectual Property Rights in and to your User Content, and to enable inclusion and use thereof as contemplated by the Platform and these Terms. “Intellectual Property Rights” means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic. You retain all of your ownership rights in and to your User Content.
It is anticipated that you may provide suggestions, comments or other feedback to Noble regarding the Service and/or the Platform, including but not limited to, new features, functionality, techniques or business methods (“Feedback”). Feedback will not create any confidentiality obligation for Noble and shall be deemed the sole property of Noble. Without derogating from the above, Noble will be free to adopt such items for any of its products or services, use it in any other manner, disclose, reproduce, license or otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. You hereby waive any right to the Feedback, including but limited to, any right for royalties or any other consideration. Furthermore, you hereby undertake not to disclose to Noble any confidential information or proprietary information of any third party.
- Information Description
We attempt to be as accurate as possible. However, we cannot and do not warrant that the Content available on the Platform is accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the Content, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content. Your use of the Content, or any part thereof, is made solely at your own risk and responsibility.
We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Platform, and your use thereof, as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce these Terms, including to investigate potential violations of them; (iii) detect, prevent or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of Noble, its users or the public.
You warrant and represent that you have and will (i) provide(d) all appropriate notices, (ii) obtain(ed) all required informed consents and/or (will) have any and all ongoing legal bases, and (iii) complied/comply at all times with any and all applicable privacy and data protection laws and regulations (including, without limitation, the EU General Data Protection Regulation (“GDPR”)), for allowing Noble to use and process personal data in accordance with these Terms. To the extent that you need a data processing agreement ("DPA"), you should request for our DPA and return it signed to email@example.com.
a. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by paragraph (b).
b. Each party may disclose the other party's confidential information:
- to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under these Terms. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Section 16; and
- to the minimum extent as may be required by law, court order or any governmental or regulatory authority.
c. Subject to paragraph (b), no party shall use any other party's confidential information for any purpose other than to perform its obligations under these Terms. Each party shall only take such copies of confidential information as are reasonably required for the use of such information in accordance with these Terms.
- Compliance with laws
You agree that you shall strictly comply at all times with all applicable laws and regulations when using the Services.
- Warranty Disclaimers
a. This section applies whether or not the Services provided under the Platform are for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.
b. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. NOBLE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. NOBLE DOES NOT GUARANTEE THAT THE PLATFORM WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THE PLATFORM MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT NOBLE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE PLATFORM BY A THIRD PARTY.
c. NOBLE DOES NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO, AND DISCLAIMS ALL LIABILITY FOR, ANY SUCH CONTENT. THE CONTENT IS NOT INTENDED TO BE USED AS THE SOLE BASIS FOR ANY DECISION MAKING AND IS BASED UPON DATA WHICH IS PROVIDED BY THIRD PARTIES, THE ACCURACY OF WHICH IT WOULD NOT BE POSSIBLE FOR NOBLE TO GUARANTEE. SPECIFICALLY, NOBLE GIVES NO WARRANTY OR ASSURANCE ABOUT THE CONTENT.
d. YOU SPECIFICALLY ACKNOWLEDGE THAT NOBLE SHALL NOT BE RESPONSIBLE FOR THE USER CONTENT.
e. YOUR RELIANCE ON, OR USE OF, ANY OF YOUR USER CONTENT, OR INTERACTION WITH THIRD PARTY SOURCES, IS AT YOUR SOLE RISK. IF YOU HAVE A DISPUTE WITH ANY THIRD PARTY SOURCES IN CONNECTION WITH THE PLATFORM OR ANY USER CONTENT, YOU AGREE THAT NOBLE IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. NOBLE RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.
- Limitation of Liability
a. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NOBLE AND/OR ITS SUPPLIERS OR VENDORS SHALL NOT BE LIABLE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), FOR BREACH OF STATUTORY DUTY, OR UNDER ANY INDEMNITY OR OTHERWISE, FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, EARNINGS, BUSINESS OR GOODWILL, ANTICIPATED SAVINGS, PROFITS OR REPUTATION, INCREASE IN BAD DEBT AND/OR FAILURE TO REDUCE BAD DEBT ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE PLATFORM, EVEN IF NOBLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.
b. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF NOBLE AND/OR ITS SUPPLIERS OR VENDORS WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), FOR BREACH OF STATUTORY DUTY, OR UNDER ANY INDEMNITY OR OTHERWISE, FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE PLATFORM EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY YOU FOR THE SERVICE DURING THE THREE (3) MONTHS PERIOD PRIOR TO BRINGING THE CLAIM.
You agree to defend, indemnify and hold harmless Noble and our affiliates, and our suppliers and vendors, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Platform and/or information obtained through it; (ii) your interaction with any Third Party Sources; or (iii) your violation of these Terms.
- Term and Termination
a. Unless otherwise stated in the Order Form, these Terms shall become effective on the earlier of: (i) the date that you commence access to or use of the Service; or (ii) the date that we receive payment of any applicable Service subscription fee, and shall continue until expiration of the subscription period (the “InitialTerm”). Thereafter, subject to your payment of any applicable Service subscription fees, and unless otherwise stated in the Order Form, these Terms shall automatically renew for successive subscription periods (each a “Renewal Term”, and together with the Initial Term, the “Term”), or until these Terms are terminated in accordance with the terms herein. If you continue to use the Service past any subscription period renewal date, you shall be deemed to have renewed these Terms for the corresponding Renewal Term.
b. We may stop to provide the Service to you at any time, including without limitation in the event that you breach these Terms.
c. This Section 20 and Sections 9 (Intellectual Property Rights), 15 (Privacy), 18 (Warranty Disclaimers), 19 (Limitation of Liability), 20 (Indemnity), and 22 (Independent Contractors) to 24 (General) shall survive termination of these Terms.
- Independent Contractors
You and Noble are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Noble. You must not under any circumstances make or undertake any warranties, representations, commitments or obligations on behalf of Noble.
During the Term, and for a period of twelve (12) months thereafter, you shall not, directly or indirectly: (a) solicit (or assist or encourage the solicitation of) or hire any employee, advisor or consultant of Noble or any of its Affiliates to work or provide services for you or for any third party; and/or; (b) encourage any customer or supplier of Noble or its Affiliates to terminate or reduce the scope of such customer's or supplier's relationship with Noble or such Affiliate (as the case may be).
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Noble without restriction or notification to you.
Noble reserves the right to discontinue or modify any aspect of the Platform at any time. These Terms and the relationship between you and Noble shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its principles of conflict of laws. You agree to submit to the personal and exclusive jurisdiction of the courts located in Tel Aviv-Jaffa and waive any jurisdictional, venue, or inconvenient forum objections to such courts, provided that Noble may seek injunctive relief in any court of competent jurisdiction. These Terms shall constitute the entire agreement between you and Noble concerning the Platform. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE PLATFORM MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.