Terms and Conditions

This Merchant Services Agreement (the "Agreement") is entered into by and between V. A KOSHER INC. LIMITED, a company registered in Hong Kong, provider of the Bartware AI security bot solution (hereinafter referred to as the "Company", "we", "us", or "our"), and the entity or individual accessing or using the services (hereinafter referred to as the "Merchant" or "you").

By checking the "I Accept" box, executing an Order Form, or using the AI security bot solution, you agree to be bound by this Agreement.

1. Definitions

"AI Security Bot Solution" (or "the Bot"): The proprietary artificial intelligence software, algorithms, API endpoints, and dashboards provided by the Company to monitor, detect, and mitigate digital security threats.

"Merchant Website/Platform": The digital properties owned or operated by the Merchant where the Bot is deployed.

"Merchant Data": Any data, traffic logs, user interactions, or information collected from the Merchant's platform and processed by the Bot.

2. Scope of Service & License Grant

2.1 License

Subject to compliance with this Agreement and payment of all applicable fees, the Company grants the Merchant a non-exclusive, non-transferable, revocable, limited license to integrate and use the AI security bot solution solely for internal business operations and cybersecurity defense.

2.2 Service Availability

We strive to achieve a 99.9% uptime availability for our cloud-hosted services, excluding scheduled maintenance. The Company will provide at least 48 hours' notice for any planned downtime.

3. Merchant Responsibilities & Acceptable Use

3.1 Integration & Security

The Merchant is solely responsible for correctly integrating the Bot's code or APIs into their platform. The Merchant must maintain the confidentiality of all account credentials and API keys issued by the Company.

3.2 Prohibited Conduct

The Merchant shall not:

• Reverse engineer, decompile, or attempt to extract the source code of the AI models.
• Use the Bot to monitor traffic or data in violation of local laws.
• Sublicense, lease, or resell the services to any third party without explicit written consent.

4. Fees, Billing, and Payment Terms

4.1 Pricing Structure

Fees are billed based on the subscription tier, volume of requests/queries handled by the Bot, or as explicitly outlined in the signed Order Form.

4.2 Payment Authorization

By providing a payment method (e.g., credit card, ACH), the Merchant authorizes the Company to charge all applicable recurring fees automatically.

4.3 Late Payments

Invoices unpaid for more than thirty (30) days will accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower, and may result in a temporary suspension of service.

5. Data Privacy, Protection, and Security

Data Flow Overview: [Merchant Traffic/Data] → [AI Security Bot] → [Threat Filtering/Logs] (Encrypted & Anonymized for Model Performance Upgrades)

5.1 Data Ownership

The Merchant retains all right, title, and interest in and to the Merchant Data. The Merchant grants the Company a limited license to process this data solely to provide, maintain, and optimize the cybersecurity services.

5.2 AI Model Training

The Company may use anonymized, aggregated, and de-identified metadata generated by the Bot's interactions to improve and train its machine learning threat-detection models. No Personally Identifiable Information (PII) will be used for this purpose.

5.3 Compliance (GDPR / CCPA)

Both parties agree to comply with applicable data protection laws. If the Merchant processes data of EU or California residents, both parties agree to execute a standard Data Processing Addendum (DPA) if required.

6. Intellectual Property

All intellectual property rights, including but not limited to patents, copyrights, trademarks, and trade secrets inherent in the AI security bot, dashboards, and underlying algorithms, remain the exclusive property of the Company. No implied licenses are granted under this agreement.

7. Term and Termination

7.1 Term

This Agreement commences on the effective date of acceptance and continues on a month-to-month or annual basis depending on the selected plan, automatically renewing until cancelled.

7.2 Termination for Convenience

Either party may terminate this Agreement by providing at least thirty (30) days' written notice prior to the end of the current billing cycle.

7.3 Termination for Cause

Either party may terminate this Agreement immediately if the other party:

• Commits a material breach that remains uncured for fifteen (15) days after written notice.
• Becomes the subject of a petition in bankruptcy.

8. Warranties and Disclaimers

8.1 "As-Is" Performance Disclaimer

IMPORTANT: While our AI security bot uses advanced machine learning models to detect anomalies and threats, no cybersecurity tool is 100% foolproof.

The service is provided "as-is" and "as available." The Company explicitly disclaims all warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the service will be entirely uninterrupted, error-free, or completely secure against all evolving cyber threats.

9. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages (including loss of profits, data, or business interruption).

The Company's maximum aggregate liability for any claims arising out of this agreement shall not exceed the total amount actually paid by the Merchant to the Company during the six (6) months immediately preceding the event giving rise to liability.

10. Indemnification

10.1 Company Indemnity

The Company will defend and indemnify the Merchant against third-party claims alleging that the Bot directly infringes a valid U.S. patent or copyright, provided the Merchant notifies the Company promptly in writing.

10.2 Merchant Indemnity

The Merchant will defend and indemnify the Company against any claims, losses, or liabilities arising out of the Merchant's unauthorized use of the data, violation of third-party privacy rights, or failure to secure their own platform integrations.

11. Miscellaneous

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, without regard to its conflict of law principles.

Arbitration: Any dispute arising out of this agreement shall be settled through binding arbitration in Hong Kong under the rules of the Hong Kong International Arbitration Centre (HKIAC).

Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect.

Amendments: The Company reserves the right to modify this Agreement from time to time. We will notify the Merchant of material changes via email or system dashboard at least 15 days before they take effect.

12. Company & Contact

This Agreement is offered by Bartware, a service operated by V. A KOSHER INC. LIMITED, a company registered in Hong Kong.

Registered office: RM 78, ONE CAPITAL PLACE, 18 LURD ROAD, WAN CHAI, HONG KONG.

If you have questions about this Agreement, please contact us at support@emergingsmarttech.com.