Last updated: October 25, 2022
By signing the Purchase Order (as defined below), by clicking the “I Agree” button/box or accessing the platform for auto-complete questionnaire, to assess the Customer (as defined below) gaps on any framework or regulation by leveraging all Customer existing compliance documentation solution for data automation, financial planning and analysis (the “Service”), you hereby agree to be bound by these terms of service between you (the “Customer”) and Vendict Ltd. (the “Company”). Please carefully read these terms of service and Company’s Privacy Policy, all are incorporated herein by reference (together, the “Terms of Service” or these “Terms”).
To use the Service, the Customer must create an account and must not allow anyone, other than authorized employees and designated independent contractors to access the Service via Customer’s account interface (each, an “End User”), to access and use such account. In addition, the Customer must provide truthful, accurate, and current information required for Company for the provision of the Service. The Customer must maintain and update the data provided upon registration so that it remains at all times accurate, current and complete.
Customer acknowledges and agrees (a) not to exceed the aggregate number of authorized End Users designated in the applicable Purchase Order (as defined below), unless Customer first notifies Company in writing and pay Company the required additional subscription fees; (b) that the login details for each End User may only be used by that End User, and that multiple people may not share the same login details; (c) to keep, and ensure that End Users keep, all account login details and passwords secure at all times; (d) that Customer remains solely responsible and liable for the activity that occurs in connection with Customer’s account, and the activities of the End Users on or relating to the Service, whether or not Customer knows of such activity; and (e) to promptly notify Company in writing if Customer becomes aware of any unauthorized access or use of Customer’s account or the Service.
Company may suspend or terminate Customer or any End User’s access to the Service upon notice to Customer if Company reasonably determines that the Customer or any End User has violated these Terms of Service. Customer will ensure that all End users comply with these Terms of Service. Customer will be solely liable for any violation of the Terms of Service by any End User. The Customer is fully and solely responsible for any and all activities that occur through the account.
Subscription to the Service: Subject to Customer’s compliance with these Terms of Service and payment of the Fees (as defined below), Company hereby grants Customer and each of its End Users a worldwide, non-exclusive, non-transferable, non-sublicensable license, and fully revocable right to access and use the Service during the Term (as defined below) for Customer’s internal business purposes only, provided however, that Customer will be eligible to sub-license to its End Users, acting on its behalf in accordance with these Terms. Customer’s subscription to the Service is limited to the number of End Users designated in the Purchase Order.
Restrictions on Use: Customer must not, and shall not allow any other third party (including any permitted End User) to: (i) 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; (ii) allow any third party not authorized by Company to use the Service; (iii) use the Service to process data on behalf of any third party; (iv) give, sell, rent, lease, timeshare, outsource, sublicense, disclose, publish, assign, market, resell, transfer or distribute any portion of the Service to any third party, including, but not limited to Customer’s affiliates; (v) reverse engineer, decompile or disassemble the Service or any components thereof, except to the extent such acts are required to be permitted by applicable law; (vi) disclose or publish the results of any benchmark tests run on the Service; (vii) use any robot, spider, scraper, or other automated means to access the Service for any purpose; (viii) take any action that imposes or might impose (at Company’s sole discretion) an unreasonable or disproportionately large load on the Company infrastructure; (ix) interfere or attempt to interfere with the integrity or proper working of the Service, or any related activities; (x) modify, translate, patch, alter, change or create any derivative works of the Service, or any part thereof; (xi) disclose Customer’s account, user names or passwords to any third party; (xii) remove, deface, obscure, or alter Company’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 with the Service differing from Company’s own without Company’s prior written approval; (xiii) use the Service in any unlawful manner or in breach of these Terms of Service; and/or (xiv) develop any other product or service containing any of the concepts and ideas contained in the Service or use the Service for the purpose of building a similar or competitive product.
Maintenance and Support: Company will provide to Customer support and maintenances services with respect to the Service, in accordance with then current Company’s service level policies or as otherwise determined in the applicable Purchase Order.
The operation of the Service requires the Company to monitor, analyze and process the End Users usage, aggregated and analytics information relating to the Service on an anonymous and non-identifiable basis (collectively, “Analytics Information”), and other user-related data that is provided by or made available by the Customer or by its End Users to the Company (collectively, the “Customer Data”).
Customer shall upload to the Service, transmit, or make accessible to Company the Customer Data and the Customer agrees that the Company will collect, monitor, store, analyze, process and use the Customer Data, on the Customer’s behalf, in order to provide the Service (including verification of End Users). For the avoidance of doubt, the Company shall not be responsible for any failure or delay that is attributable to Customer’s late delivery of the Customer Data. Except as set forth herein, nothing in these Terms shall be construed as transferring any right, title, or interests in the Customer Data to the Company or any third party, and Customer retains exclusive ownership of the Customer Data.
The Company may collect, disclose, publish, and use in any manner the Analytics Information in order to provide and improve the Service, for R&D purposes and for any other business purpose. The Company is and shall remain the sole owner of the Analytics Information.
To the maximum extent permitted under applicable law, Company shall maintain generally accepted industry safeguards to protect the security and confidentiality of Customer Data. Company will maintain any personally identifiable information that Company collects and/or receives in connection with the Service in accordance with Company Privacy Policy.
Each party represents and warrants that: (a) it has full power to enter into these Terms of Service and to grant to the other party the rights granted to such other party under these Terms of Service; (b) it has obtained all necessary corporate approvals to enter into and execute these Terms of Service; and (c) its entering into these Terms of Service and performance of obligations under these Terms of Service will not in any way conflict or violate any duty that it may have to any other person or entity, or under any agreement, commitment on its part, order, judgment, decree, rule, regulation or law to which such party is bound.
Each party shall comply with all applicable laws relating in any way to its performance of its obligations under these Terms of Service. Customer agrees to fully comply with all applicable export laws and regulations in any jurisdiction to ensure that neither the Service nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
The Service (and all parts thereof), all reproductions, corrections, modifications, enhancements and improvements thereto, and all data related to the Customer’s usage thereof, and all Intellectual Property Rights therein or relating thereto, including but not limited to, any modifications or custom features to the Service to be developed by Company for the Customer’s benefit, whether requested or instructed by the Customer or not, are and will remain the exclusive property of Company or its third party licensors. Any rights therein not explicitly granted to Customer hereunder, are reserved to and shall remain solely and exclusively proprietary to Company (or its third-party licensors).
For the purpose hereof, “Intellectual Property Rights” means any patent rights (including, without limitation, patent applications and disclosures), service marks, logos, domain names, copyrights, trademarks, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world whether registered or non-registered.
Any error and bug reports, additional features, ideas, requests, feedbacks, recommendations, comments, concepts and other requests or suggestions related to the Service (collectively, the “Feedback(s)”) that the Customer may provide to Company, will be solely owned by Company. The Customer hereby irrevocably assigns and transfers any intellectual property rights in such Feedbacks to Company, free of charge.
“Confidential Information” means any information disclosed or otherwise made available by one party to the other party that: (a) if disclosed in writing, is marked “confidential” or “proprietary” at the time of disclosure; (b) if disclosed orally, is identified as “confidential” or “proprietary” at the time of disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure, including but not limited to, all computer software (in binary or source code form), programs, designs, concepts, scientific, algorithmic and structural information included in, or related to, the Service, information of a business and commercial nature (such as financial and marketing information disclosed in any form or medium whatsoever). Confidential Information includes all information designated by either party as confidential or proprietary within a reasonable time of its disclosure or which a reasonable person would expect to be treated as confidential; or (c) under the circumstances, a person exercising reasonable business judgment would understand that such information is to be confidential or proprietary. For the avoidance of doubt, the Customer Data is considered to be Customer’s Confidential Information, the Service is considered to be the Company’s Confidential Information and the terms of these Terms of Service constitute Confidential Information of both Customer and Company. Notwithstanding the above, Company may disclose these Terms of Service and any documents related to the Terms of Service in any due diligence process in connection with a financing round and/or a M&A transaction and/or any similar transaction.
The use and nondisclosure obligations and restrictions set forth in Section 6.3 will not apply to any information that: (a) is or becomes generally known to the public through no breach of these Terms of Service by the receiving party; (b) is rightfully known by the receiving party at the time of disclosure; (c) is independently developed by the receiving party without use of or access to the disclosing party’s Confidential Information; or (d) the receiving party rightfully obtains from a third party who has the right to disclose such information without breach of any confidentiality obligation to the disclosing party.
The receiving party will not use the disclosing party’s Confidential Information except as necessary for the performance or enforcement of these Terms of Service and will not disclose such Confidential Information to any third party except to those of its employees and subcontractors who have a bona fide need to know such Confidential Information for the performance or enforcement of these Terms of Service; provided that each such employee and subcontractor is bound by a written agreement that contains use and disclosure restrictions consistent with the terms set forth in this Section. Each receiving party will protect the disclosing party’s Confidential Information from unauthorized use and disclosure using efforts equivalent to the efforts that the receiving party ordinarily uses with respect to its own confidential information and in no event less than a reasonable standard of care. The provisions of this Section 6.3 will remain in effect during the term of these Terms of Service and for a period of three (3) years after the expiration or termination of these Terms of Service.
The provisions of this Section 6 will not restrict either party from disclosing Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that the party required to make such a disclosure gives reasonable notice to the other party to enable it to contest such order or requirement or limit the scope of such request. The party responding to such an order or requirement will only disclose that information that is expressly required.
The receiving party acknowledges that the disclosure of Confidential Information could cause substantial harm to disclosing party that could not be remedied by the payment of damages alone. Accordingly, disclosing party will be entitled to preliminary and permanent injunctive relief and other equitable relief in any relevant jurisdiction for any breach of this Section 6 or misuse of Confidential Information by the receiving party.
Purchase Order
For the purposes of these Terms, the term “Purchase Order” means Company’ then current order form that Customer enters into with Company prior to using the Service. The parties may agree to use another form of document or instrument to record their agreement on the type and number of licenses purchased by Customer, but such other forms and instruments shall bind Company only if executed by an authorized officer of the Company; provided however, that in any event whatsoever, any pre-printed/boilerplate terms in such forms issued by the Customer to the Company (for administrative, accounting or other purposes) will be null and void and shall not have any effect on the parties’ rights, and these Terms of Service shall prevail.
Any mutually agreed upon Purchase Order shall be deemed an integral part of these Terms of Service, and these Terms of Service shall apply thereto. In the event of a conflict between these Terms of Service and the applicable Purchase Order, the terms of the applicable Purchase Order shall prevail solely if (a) the applicable Purchase Order expressly identifies and supersedes or modifies a specific provision in these Terms of Service; and (b) the applicable Purchase Order is signed by an authorized signatory of both parties.
The type and scope of the Service will be as set forth in the Purchase Order. Such Purchase Order shall include at least the following information: (a) the type of license (monthly or annually); (b) the number of licenses to be purchased by the Customer; (c) Customer name; (d) the Fees (as defined below) and the payment terms; (e) the Term (as defined below); and (f) any other details to be agreed upon by the parties.
Fees
In consideration for the Service, the Customer shall pay Company the fees agreed upon between the Customer and Company and as detailed in the applicable Purchase Order (the “Fees”). Unless otherwise explicitly detailed in these Terms of Service or the Purchase Order, all amounts owed to the Company are non-cancellable and the Fees paid are non-refundable.
Company will invoice for the Service as set forth in the applicable Purchase Order, and each invoice will be paid via credit cards, bank wires, checks or other methods made available by the Company, in accordance with the payment terms detailed in the applicable Purchase Order. Any Fees unpaid by the due date shall thereafter bear interest at the rate of one percent (1%) per month (or the maximum amount permitted by applicable law, whichever is less), during the period between the date the payment first becomes due and the date such amount is actually paid.
Taxes
All Fees payable hereunder, do not include local, state, or federal sales, use, excise, personal property, VAT or other taxes, customs, and duties, including, without limitation, any withholding tax. Any such taxes, to the extent legally applicable, shall be borne and paid by the Customer. The Customer will pay all applicable taxes when invoiced by Company or will supply appropriate tax exemption certificates in a form satisfactory to Company. In cases wherein the Customer is legally required to withhold any income or remittance tax from amounts payable to Company, then (a) the Customer will promptly notify Company; (b) the amounts payable to Company will be automatically increased to the full extent required to offset such tax, so that the amount remitted to Company, net of all taxes, equals the amount stated in the invoice; and (c) the Customer will provide Company with the official receipt of payment of such taxes to the appropriate taxing authority.
Term: The Service is provided for the period designated in the applicable Purchase Order (the “Term”). These Terms of Service shall become effective on the Effective Date (as defined in the Purchase Order) and shall continue until expiration of the Term, unless terminated earlier as provided in these Terms of Service.
Termination for Convenience: As detailed in the applicable Purchase Order.
Termination for Cause: Either party may terminate these Terms of Service or any Purchase Order upon written notice to the other party if (a) the other party commits a material breach of these Terms of Service and fails to cure or remedy such breach within fourteen (14) days after receiving written notice of such breach; or (b) one or more of the following events occur(s): (i) appointment of a trustee or receiver for all or any part of the assets of the other party; (ii) insolvency or bankruptcy of the other party; (iii) a general assignment by the other party for the benefit of creditor(s); or (iv) dissolution or liquidation of the other party, such termination shall be immediately.
Consequences of Termination: Upon expiration or termination of these Terms of Service, (a) Customer and Customer’s End Users rights to access and use the Service will immediately terminate; (b) Customer and Customer’s End Users will immediately cease all use of the Service; and (c) each party will immediately return to the other party or destroy all copies of the other party’s Confidential Information in its possession or control, except for copies stored in backups, which shall continue to stay confidential.
For the avoidance of doubt, expiration or termination of these Terms of Service for any reason shall not relieve Customer from Customer’s obligation to pay Company any outstanding payments due under these Terms of Service and/or Purchase Order and Company has the right to issue an invoice to Customer for any such outstanding payments. If either party terminates these Terms of Service for cause pursuant to Section 8.3 herein, Customer will remain liable for payment of the entire Fees for the Term.
Sections 6, 8.6, 11 and 13 shall survive expiration or termination of these Terms of Service.
The Service is provided on an “As Is” and “As Available” basis, and without warranties of any kind either express or implied. Customer assumes all responsibility for the selection of the Service to achieve Customer’s intended results. COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. COMPANY DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY INFORMATION, RESULTS, OR ADVICE THAT CUSTOMER OBTAINS THROUGH THE SERVICE.
Customer Indemnification: Customer agrees to defend, indemnify and hold harmless Company, its affiliates and their directors, employees, service providers, agents, sub-contractors, representatives, and anyone on their behalf (the “Related Parties”) any and all claims, suits or actions including related judgments, awards, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) and other expenses (collectively, the “Damages”), attributable to such claim awarded in final judgment against or paid in settlement by Company or its Related Parties, brought against Company and its Related Parties to the extent that are based on or arise from: (a) a third party claims Damages arising from Customer’s unauthorized access or use of the Service; (b) Customer and/or any End User breach of these Terms of Service; (c) any breach of the Customer’s representations and warranties set forth herein; and/or (d) Customer gross negligence or willful misconduct.
Company Indemnification: Company will defend any suit or action brought against Customer to the extent that it is based upon a third party claim that the Service, as provided by Company to Customer, infringe any intellectual property, including any patent or any copyright or misappropriate any trade secret (“IP Claim”), and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim awarded in final judgment against or paid in settlement by Customer.
Exclusions for Company Indemnification for an IP Claim: Notwithstanding the terms of Section 10.2, Company will have no liability for any IP Claim to the extent that it results from: (a) a modification of the Service by anyone other than Company; (b) the combination, operation or use of the Service with equipment, devices, software or data (including without limitation the Customer Data) not supplied by Company, if a claim would not have occurred but for such combination, operation or use; or (c) Customer’s or an End User’s use of the Service other than in accordance with these Terms of Service or the Service’s documentation.
Customer’s use of the Service is, or in Company’ opinion is likely to be, subject to an IP Claim, then Company may, at its sole option and expense: (a) replace or modify the Service to make them non-infringing and of equivalent functionality; (b) procure for Customer the right to continue using the Service under the terms of these Terms of Service; or (c) if Company is unable to accomplish either (a) or (b) despite using its reasonable commercial efforts, terminate Customer’s rights and Company’ obligation under these Terms of Service with respect to such Service and refund to Customer a pro-rata portion of the Fees paid for the remaining Term during which Customer would have had access to the Service.
Indemnification Procedures: The indemnifying party’s indemnification undertakings above, shall be conditioned upon the following: (a) the indemnifying party shall be given prompt written notice of the claim by the indemnified party promptly upon its receipt; (b) the indemnified party shall act in good faith and use commercially reasonable efforts to cooperate with the indemnifying party; (c) the indemnifying party, at its cost and expense, shall take over a claim and assume the defence; and (d) the indemnified party shall not make any admission, file any papers, consent to the entry of any judgment or enter into any compromise or settlement without the express prior written consent of the indemnifying party.
Sole Remedy: THE FOREGOING STATES THE ENTIRE OBLIGATION OF COMPANY AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL IP CLAIM.
EITHER PARTY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, LOST PROFITS OR OTHER INTANGIBLE LOSSES), UNDER ANY THEORY OF LAW INCLUDING UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY, BREACH OF ANY STATUTORY DUTY, OR OTHERWISE ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS AND/OR THE SERVICE (EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE).
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT FOR ANY IP CLAIM, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY’ TOTAL AGGREGATE LIABILITY TO CUSTOMER OR ANY OTHER PARTY FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNTS ACTUALLY RECEIVED BY COMPANY FROM THE CUSTOMER FOR THE SERVICE PROVIDED TO THE CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE CIRCUMSTANCES FIRST GIVING RISE TO THE CLAIM OF LIABILITY.
THIS LIMITATION OF LIABILITY IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THESE TERMS OF SERVICE BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS SHALL NOT ENLARGE THE LIMIT.
The Customer agrees that regardless of any statute or law to the contrary, any claim or cause of action it might have raised out of or related to use of the Service or otherwise under these Terms of Service must be filed within two (2) years after such claim or cause of action arose or the Customer hereby agrees to be forever barred from bringing such claims.
These Terms of Service shall not confer any rights or remedies upon any person or entity on behalf of the Customer other than the Customer.
Customer agrees that Company may, during the Term, identify Customer as a customer of the Service, and display Customer’s name and/or logo (“Customer Marks”) on the Company site, in press releases and in Company’ published marketing materials, solely in connection with the Service and such identification. Customer retains all title in and to Customer Marks, and all goodwill developed from such use shall be solely for Customer’s benefit.
These Terms of Service and the applicable Purchase Order, represent the complete agreement concerning the Service between Customer and Company and supersede all prior agreements and representations related to the subject matter hereof.
Section headings are provided for convenience only and have no substantive effect on construction.
Except for Customer’s obligation to pay Company, neither party shall be liable for any failure to perform due to causes beyond its reasonable control.
Company reserves the right at any time to modify these Terms of Service. Any such modification will be effective immediately upon posting the amended Terms of Service on Company’ website or by sending an electronic mail to the Customer or by notification in the Service. The Customer’s continued use of the Service after the effective date of any such modification will be deemed acceptance of such modified these Terms of Service.
These Terms of Service and any rights granted hereunder, may not be transferred, or assigned by either party without the other party’s prior written consent; provided, however, that each party may assign these Terms of Service in whole or in part to its affiliate or to a successor in connection with a merger, consolidation, or acquisition of all or substantially all of the assigning party’s assets.
The relationship of the parties is solely that of independent contractors, and nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party.
If any provision is held to be unenforceable, these Terms of Service shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future. No waiver by either party of any default shall be deemed a waiver of any prior or subsequent default of the same or other provisions of these Terms of Service, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
All disputes arising out of these Terms of Service will be subject to the governing law of the state of Israel and the exclusive jurisdiction of the competent courts located in the city of Tel Aviv – Jaffa.
The parties agree and submit to the personal and exclusive jurisdiction and venue of these courts, except that nothing will prohibit either party from instituting an action in any court of competent jurisdiction to obtain injunctive relief or protect or enforce its intellectual property rights. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms of Service. Notices and all other communications provided for in these Terms of Service shall be in writing and shall be deemed to have been duly given when personally delivered or sent by email (__________ if to Company, and the email provided by the Customer as part of the applicable Purchase Order if to the Customer), provided that the recipient confirmed the receipt of such notice, or certified mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the respective Purchase Order or last given by each party to the other. Such notice, demand or other communication shall be deemed given (a) if sent by an email – one business day following the sending the email; (b) at the expiration of seven (7) days from the date of mailing by registered mail; or (c) immediately if delivered by hand.
If you have any questions or concerns regarding Privacy and/or using the Service, please contact our Data Protection Officer at michael@vendict.com.
