Terms & Conditions

Terms & Conditions of Subscription Date:[ 04 / 22 / 2024 ]

These Terms and Conditions of Subscription (this “Agreement”) govern your registration for, access to, and use of the online portal, applications, services and any related documentation, data, content or interfaces (collectively, the “Services”) made available by Nixon International (“Nixon,” “we,” “us” or “our”) via https://nixon-intl.com (the “Site”). By submitting a registration request or otherwise accessing or using the Services, you (the “Subscriber,” “you” or “your”) irrevocably agree to be bound by and comply with this Agreement. If you do not agree with any provision hereof, you must immediately discontinue all use of the Services.

1. Definitions

  • “Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity.

  • “Authorized Users” means your employees, agents or contractors authorized by you to access and use the Services under your account.

  • “Confidential Information” means all non-public information disclosed by one Party to the other, whether oral, written or electronic, relating to business, technology, pricing, strategies, technical data or know-how.

  • “Intellectual Property Rights” means all patents, copyrights, trademarks, service marks, trade secrets and other intellectual property rights, whether registered or unregistered.

  • “Subscription Term” means the period commencing on the Effective Date and continuing until terminated as provided herein.

2. Registration and Account Credentials

2.1 Registration. You shall complete the online registration process on the Site and furnish true, accurate and complete information. You must promptly update such information to maintain its accuracy.
2.2 Credentials. You are solely responsible for safeguarding your account credentials (e.g., username, password, API keys) and for all activities conducted under your account, whether authorized or not.
2.3 Restrictions. You shall not:

  • Share your credentials or permit their use by third parties;

  • Resell, sublicense, distribute or otherwise make the Services available to any unauthorized party;

  • Reverse-engineer, decompile, or otherwise attempt to derive the source code or underlying structure of the Services.

3. Grant of License and Service Provision

3.1 License. Subject to your compliance with this Agreement, Nixon grants you a non-exclusive, non-transferable, revocable right to access and use the Services solely for your internal business purposes during the Subscription Term.
3.2 Modifications. Nixon reserves the right to modify, enhance or discontinue any portion of the Services (including features, functionality or pricing) at any time, with reasonable prior notice to the extent practicable.

4. Fees, Invoicing and Payment

4.1 Fees. You shall pay all fees specified in the applicable order form or pricing schedule posted on the Site. All fees are quoted in [USD/EUR] and exclude applicable taxes.
4.2 Payment Terms. Payments are due within thirty (30) days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
4.3 Taxes. You are responsible for all sales, use, value-added or other taxes, excluding taxes based on Nixon’s net income.

5. Confidentiality

5.1 Non-Disclosure. Each Party (the “Recipient”) shall (a) use the other Party’s Confidential Information solely to perform its obligations under this Agreement, (b) protect such Confidential Information with at least the same degree of care as its own, and (c) not disclose it to any third party except to its Affiliates or Authorized Users bound by equivalent confidentiality obligations.
5.2 Exceptions. Confidential Information does not include information that:

  • Was already known to the Recipient without obligation of confidentiality;

  • Is or becomes publicly known without breach of this Agreement;

  • Is rightfully received from a third party without restriction;

  • Is independently developed by the Recipient without use of the Disclosing Party’s Confidential Information.
    5.3 Compelled Disclosure. If compelled by law to disclose Confidential Information, the Recipient shall (to the extent legally permitted) notify the Disclosing Party promptly and cooperate in seeking a protective order.

6. Intellectual Property

6.1 Ownership. Nixon (and its licensors) retains all right, title and interest in and to the Services and all associated Intellectual Property Rights. You retain all rights in your data, content and materials submitted via the Services (“Customer Data”).
6.2 Data License. You grant Nixon a worldwide, non-exclusive, royalty-free license to use, reproduce, transmit, display and modify Customer Data solely to provide, maintain and improve the Services.
6.3 Feedback. Any suggestions or feedback you provide regarding the Services (“Feedback”) are voluntarily given, and you grant Nixon a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate such Feedback without restriction.

7. Compliance and Export Controls

7.1 Applicable Laws. Each Party shall comply with all applicable laws, rules and regulations, including those governing data protection, anti-corruption and anti-bribery.
7.2 Export Restrictions. The Services may be subject to export control and economic sanctions laws of the United States, European Union, United Kingdom, Republic of Turkey and other jurisdictions. You shall not permit access to the Services in violation of such laws.

8. Warranties and Disclaimers

8.1 Mutual Authority. Each Party represents that it has the right and authority to enter into this Agreement.
8.2 Nixon Warranty. Nixon warrants that it will provide the Services in a professional, workmanlike manner consistent with industry standards.
8.3 Disclaimer. EXCEPT FOR THE WARRANTY IN SECTION 8.2, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND NIXON DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9. Limitation of Liability

9.1 Indirect Damages. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Aggregate Cap. EXCEPT FOR LIABILITY ARISING FROM (A) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (B) YOUR BREACH OF SECTION 2, NIXON’S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

10. Indemnification

10.1 By You. You shall indemnify and hold harmless Nixon, its Affiliates and their officers, directors and employees from any third-party claims arising from (a) your breach of this Agreement, (b) your negligence or misconduct, or (c) your Customer Data or use of the Services in violation of law.
10.2 Defense. The indemnified Party shall promptly notify the indemnifying Party of any claim and grant control of the defense and settlement to the indemnifying Party, provided that the indemnified Party may participate at its own expense.

11. Term and Termination

11.1 Term. This Agreement commences on the Effective Date and continues for the Subscription Term unless earlier terminated as provided herein.
11.2 Termination for Cause. Either Party may terminate upon thirty (30) days’ written notice if the other materially breaches and fails to cure within such period, or immediately upon insolvency or bankruptcy of the other.
11.3 Effect of Termination. Upon termination, all rights granted hereunder shall cease, you shall discontinue use of the Services, and each Party shall return or destroy the other’s Confidential Information.
11.4 Survival. Sections 1, 5, 6, 8–11, 13 and 14 shall survive termination or expiration.

12. Force Majeure

Neither Party shall be liable for delays or failures due to causes beyond reasonable control, including natural disasters, acts of war, terrorism, labor disputes, governmental actions or pandemics.

13. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the Republic of Kazakhstan, without regard to conflict-of-law principles. Any dispute shall be resolved by arbitration under the International Chamber of Commerce Rules, seated in Almaty, Kazakhstan, before a sole arbitrator, in English.

14. Notices

All notices under this Agreement shall be in writing and deemed given upon delivery by hand, courier, certified mail or email to the addresses below (or such other address as may be specified in writing):

If to Nixon:
Unit 218, Floor 14, Nurly Tau, Block 5A, 7 business center, Al-farabi Ave, Almaty, Kazakhstan


Unit 218, Floor 14, Nurly Tau, Block 5A, 7 business center, Al-farabi Ave, Almaty, Kazakhstan


Email: Info@nixon-intl.com

If to Subscriber:
Address and email as provided in your registration.

By clicking “Sign Up,” you acknowledge that you have read, understood and agree to be bound by this Agreement.