These Terms of Service, together with any referenced policies and additional terms, which are incorporated by reference and form an integral part hereof (collectively, the "Terms"), constitute a legal agreement between Firmbase Ltd., an Israeli corporation with offices at with a place of business at 146 Begin Rd., Tel Aviv, Israel, 6492103  (the "Company"), and you, whether acting as an individual or on behalf of a legal entity, who has accepted these Terms and/or otherwise executed an order form which references these Terms with the Company (“Order Form”), purchased a Subscription (as defined below), registered to the Platform (as defined below), or otherwise uses the Platform ("you" or "Customer"). These Terms govern Customer's use of and registration with the Platform (as defined below) and related Services (as defined below). Company and the Customer shall also be referred to herein individually as a "Party" and together as the "Parties".

BY CLICKING AN ACCEPTANCE BUTTON OR CHECKING A CHECKBOX REFERENCING THESE TERMS, PURCHASING A SUBSCRIPTION (AS DEFINED BELOW), EXECUTING AN ORDER FORM, REGISTERING FOR, OR OTHERWISE USING THE PLATFORM AND/OR THE SERVICES, YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THESE TERMS. YOUR ACCEPTANCE SIGNIFIES THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD AND HAVE THE LEGAL AUTHORITY TO ENTER INTO THESE TERMS, EITHER INDIVIDUALLY OR ON BEHALF OF YOUR EMPLOYER OR REPRESENTED ENTITY (AS APPLICABLE). IF YOU ARE REPRESENTING AN EMPLOYER OR ANOTHER ENTITY, YOU WARRANT THAT: (I) YOU POSSESS THE FULL LEGAL AUTHORITY TO BIND THAT EMPLOYER OR ENTITY TO THESE TERMS; AND (II) YOUR AGREEMENT TO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ENTITY CREATES A BINDING OBLIGATION FOR THAT ORGANIZATION. IF YOU DO NOT AGREE TO THESE TERMS OR LACK THE REQUISITE AUTHORITY TO BIND YOUR EMPLOYER OR THE RELEVANT ENTITY, YOU MUST NOT ACCEPT THESE TERMS OR ACCESS/USE THE PLATFORM AND/OR SERVICES.

1.     THE PLATFORM.

1.1.   The Platform. The Platform is a cloud-based software-as-a-service (SaaS) solution provided by the Company, designed to enable context and memory management for AI agents, through the collection, processing, and analysis of organizational memory data, historical data, conversation logs, and Customer-provided documentation (the “Platform”). The Platform leverages advanced AI and Machine Learning technologies to build and maintain a knowledge base tailored to each Customer, supporting enhanced agent performance and organizational knowledge retention.

The term “Platform” includes any and all software code, compilation of data, the API/Plug-in (as defined below), algorithms, utility, functionalities, dashboards, utility, application programming interface, GUI, tools, visual display resulting from the operation of the Platform, any associated materials, equipment, systems, specifications, reports, analytics capabilities, any services provided via the Platform, updates, upgrades, modifications, customizations or new versions thereof and, unless context requires otherwise, the Documentation (as defined below).

1.2.   Right to Use. Subject to the payment of Fees (as defined below) and Customer’s compliance with these Terms, Company hereby grants Customer, and Customer hereby accepts, a limited, personal, non-exclusive, non-sublicensable, non-transferable and revocable (solely in accordance with these Terms) right to access and use the Platform, during the Term (as defined below) and solely for Customer's internal business purposes and in accordance with the Documentation (as defined below). Access to the Platform will be granted by remote means on a Software-as-a-Service (SaaS) basis.

1.3.   Documentation. Company may make available certain documentation (which shall be considered part of Company's Confidential Information (as defined below)) to the Customer, including standard user documentation and/or manuals, whether in hard copy, or in any electronic form or other media, describing the use, features and operation of the Platform (the "Documentation"). The Customer shall use such Documentation for the Customer's internal business purposes and solely in connection with the Customer's use of the Platform.

1.4.   Use by Affiliates. If Company explicitly provides the Customer (in advance and in writing, e.g. as part of the Subscription terms or Order Form) the right to allow the Customer's Affiliate(s) to access and use the Platform, the Customer shall: (i) provide each such Affiliate with a copy of these Terms; (ii) ensure that each such Affiliate complies with the terms and conditions therein; and (iii) be responsible for any breach of these Terms by any such Affiliate. "Affiliate" means any entity that Controls, is Controlled by, or is under common Control with the Customer, where "Control" means ownership, directly or indirectly, of 50% or more of the voting interest.

1.5.   Account. An account (or multiple accounts, per each Permitted User), will be created in connection with the Customer's use of the Platform (the "Account"), to be accessed and/or used solely by the Customer and/or the Customer's employees or service providers who are explicitly authorized by the Customer to use the Platform (each, a "Permitted User(s)"). The Customer hereby acknowledges and agrees: (i) to keep, and ensure that the Permitted Users will keep the Account login details and passwords secured at all times; (ii) to provide each Permitted User with a copy of the Documentation and to ensure that the Permitted Users comply with the Documentation and the terms and conditions herein; (iii) to remain solely responsible and liable for any activity that occurs in the Account and for any breach of these Terms by a Permitted User; and (iv) to promptly notify Company in writing, if the Customer becomes aware of any unauthorized access or use of the Account or the Platform, loss of any password or other Account access credentials, or otherwise any circumstances that it becomes aware and which may pose a threat to the security of the Account and/or the Platform. The Customer acknowledges that any action taken by a Permitted User of the Customer's Account(s), is deemed by Company as an authorized action by the Customer, therefore the Customer shall have no claim against Company in this regard. Company may require the Customer to provide information that may be used to confirm the Customer or any Permitted User’s identity, as necessary to ensure the security of the Account and/or the Platform.

1.6.   Other Services. Except as expressly set forth herein, or unless otherwise explicitly agreed in an Order Form executed by both Parties, the Company has no obligation to provide support, professional services, training and/or upgrades or modifications of the Platform to the Customer under these Terms, and such may be subject to additional fees.

2.     LICENSEE DATA.

2.1.   Data. Operation of the Platform hereunder may require the Customer to provide, upload, transmit, or make accessible to Company certain data, including data regarding the Customer's customers, financial documents, reports and any other materials (collectively, the "Data"). The Customer hereby grants to Company a worldwide, non-exclusive, non-assignable, sub-licensable (solely to Company’s affiliates and vendors, and solely to the extent necessary to operate the Platform and provide related services), royalty-free license to collect, access, use, analyze, monitor, copy, perform, export, display, create derivative works and process the Data, during the Term, in order to operate the Platform and provide related services to the Customer (including training of relevant AI models), to enforce these Terms, to comply with a valid legal subpoena, or other legal process, and/or as expressly permitted in writing by Customer. Company may create limits on the use of the Platform including limitations on size and storage space available for the Customer to store Data.

2.2.   Representations and Disclaimers. The Customer represents and warrants that: (a) it has obtained all necessary rights, licenses, consents, and permissions to grant the rights and license specified in Section ‎2.1 above; (b) the Data and its use by the Company shall not infringe on any third party's right, including Intellectual Property Rights (as defined below) and/or privacy, data protection, or publicity rights, and shall not breach any applicable laws or regulations and/or violate any policies or terms that govern the Data. The Customer hereby agrees and acknowledges that: (a) the Platform is not intended to be used as a backup service, and it is the Customer’s responsibility to ensure that it maintains independent copies of all Data uploaded to the Platform; and (b) Company is unable to verify the accurateness, completeness and/or legality of the Data, and Customer is solely responsible for the accuracy, quality, legality and completeness of the Data.

2.3.   Ownership of Data. As between the Parties, and except as explicitly stated herein, all rights, title and interest, of any nature, in and to the Data, are and shall remain the exclusive property of the Customer and/or its licensors. Except as set forth herein, nothing in these Terms shall be construed as transferring any right, title or interests in the Data to Company or to any third party.

2.4.   Anonymous Non-identifiable Analytics. Company may collect, disclose, publish and use in any other manner anonymous information which is derived from the use of the Platform and/or the Data (i.e., non-identifiable information, aggregated and analytics information that does not identify an individual person or entity) (collectively, "Analytics Information"), in order to provide (solely to the Customer) and improve the Platform and for R&D purposes. Company is and shall remain the sole owner of the Analytics Information, and Analytics Information (as defined below) shall not be regarded as Customer Data.

2.5.   Integration with Integrated Services.

2.5.1.             The Customer may upload Data to the Platform by integrating the Platform with Customer's existing systems and accounts (including on third-party platforms) supported by the Platform, such as code development platforms (collectively, "Integrated Services"). Company may offer an application programming interface, plug-in, and/or other software extensions and technologies intended to create interoperability and integration between the Platform and Integrated Services (collectively, the "API/Plug-in"). The API/Plug-in constitutes a part of the Platform, and its use is subject to these Terms. The API/Plug-in are subject to changes and modifications, and the Customer is solely responsible for updating them and ensuring that its use of the API/Plug-in is compatible with its current version. Company hereby grants the Customer a limited, personal, non-exclusive, non-sublicensable, non-transferable, and revocable (solely in accordance with these Terms) license to install, access, and use the API/Plug-in solely in connection with the Customer's use of the Platform and subject to these Terms. In cases where Company does not provide the API/Plug-in to facilitate integration with Integrated Services and to retrieve Data, Customer may be required to provide Company with certain relevant information, such as applicable credentials, third-party application programming interfaces, and/or keys to access the Data stored in the applicable Integrated Services (collectively, the "Keys").

2.5.2.             The Customer hereby grants Company a limited, revocable, worldwide, non-exclusive, non-assignable, non-sublicensable, royalty-free right and license to access and use the Keys and to access Customer’s Integrated Services and to retrieve the Data, in each case solely as necessary for operating the Platform. The Customer hereby represents and warrants that it is the rightful owner of any Integrated Services which it integrates with the Platform, or that it has (and will continue to have) all necessary licenses, rights, consents, and permissions from the rightful owners of such Integrated Services.

2.5.3.             Integrated Services and other application programming interfaces which are used to derive the Data (except the API/Plug-in which is maintained by Company) are created and maintained by third parties who are not affiliated with and/or controlled by Company, and use thereof is subject to the applicable third party service's terms of use and privacy policies. Company is not responsible and has no liability for any damage that Customer may suffer as a result of Company's use of the Keys and/or gaining access to Integrated Services and/or obtaining the Data through Integrated Services, and Customer hereby releases Company from any and all liabilities and claims relating to Company's use of the Keys, third-party APIs, and access to the Data through Integrated Services.

2.6.   Privacy Policy. In connection with Customer’s use of the Platform, Company may collect, access, use and process certain personal data (as such term is defined under applicable privacy and data protection laws) (“Personal Data”) received from, and/or about, you and/or Permitted Users, for example when you register to the Platform or interact with our customer support. Please read our Privacy Policy available at https://www.devly.ai/privacy, which is incorporated herein by reference, for details and disclosures regarding Company’s personal data collection and use practices.

Notwithstanding the foregoing, the Customer acknowledges that the Platform is not intended for processing of Personal Data and the Customer represents and warrants that it shall not upload to the Platform Personal Data and/or use the Platform for processing personal data without the Company’s prior written consent (and subject to the execution of a data processing agreement). Therefore, any Personal Data uploaded to the Platform is done solely at Customer’s own responsibility, and the Company assumes no liability for Personal Data that the Customer choose to upload to the Platform despite the foregoing.

3.     RESULTS.

3.1.   Outputs. The Platform provides the Customer with access to the results of processing the Data by the Platform, as well as other outputs, including recommendations, analysis and reports, including via a dedicated dashboard, or by providing those directly into Customer’s systems via the API or to Integrated Services (collectively, the “Output(s)”).

3.2.   AI Features. The Outputs produced by the Platform may be based on processing by artificial intelligence technologies (“AI”) and machine learning based on the Customer’s input and Data (collectively "AI Features"). The Customer is solely responsible for obtaining any third-party consents or approvals required for its use of the AI Features. When using AI, Company will only use Data as necessary to provide the AI Features and will not use the Data to train or improve the AI Features or underlying AI models, other than for the benefit of the Customer, without Customer's prior written consent. Company will solely engage with third-party providers who contractually commit to using the Data solely to provide the AI Features and not to train or improve their AI models, without Customer's prior written consent.

3.3.   Disclaimers, Output Limitations and Customer Responsibilities. Notwithstanding anything in these Terms to the contrary, Customer agrees and acknowledges that the accuracy of the Output depends on various factors, including the quality and quantity of the Data and other inputs provided, the complexity of the query, and the effectiveness of the techniques used. Due to the nature of AI, Company does not and cannot guarantee the accuracy, completeness, reliability, or suitability of any Output provided to Customer pursuant to the AI Features, and the Customer acknowledges that it is required to conduct appropriate human review and verification of all Outputs before use. The Customer shall instruct its Permitted Users and other relevant personnel accordingly. The Customer assumes full responsibility and liability for any direct use of Outputs without review, decisions made based on the Outputs, and any modifications to or derivative works created from the Outputs. The Customer is solely and exclusively responsible for: (i) all actions it takes in response to the Outputs; (ii) thoroughly reviewing the Outputs, checking for any alerts or warnings issued by the Platform, addressing the findings specified in the Outputs, and determining what actions are appropriate in light thereof; and (iii) carrying out such actions as the Customer deems appropriate as a result of the Outputs. The Outputs should not be construed as professional advice which requires professional licenses, including but not limited to legal, medical, financial, or other expert opinions.

4.     FEES; PAYMENT TERMS.

4.1.   Subscription.

4.1.1.             The Platform is provided on a subscription basis ("Subscription") for a specified period (the "Subscription Term") according to the subscription plan selected by the Customer (the "Subscription Plan"). The Subscription Plan includes limitations on use of the Platform, such as limitations on the number of seats and/or quarries. The Subscription Term and the Subscription Plan’s terms and conditions (including limitations) are specified either on our website, the Platform, or in a written Order Form executed between the Parties and are hereby incorporated by reference and form an integral part of these Terms.

4.1.2.             Except as set forth in the Subscription Plan or in an Order Form, Customer shall pay all fees specified in the applicable Subscription Plan ("Subscription Fees", or “Fees”) on a monthly basis and in advance. If in any month of the Subscription the Customer processes transactions via the Platform in excess of the transaction limit set forth in the Subscription Plan, Company shall charge in the next billing cycle, and the Customer shall pay the excess fees on a per-transaction basis in accordance with Company's then-current transaction fees.

4.1.3.             Unless otherwise specified in the Subscription Plan, Subscriptions automatically renew for consecutive periods equal to the initial Subscription Term, at the then-current rates for use of the Platform. Any promotional discounts or special offers applied to the initial Subscription Term will not carry forward to renewal Subscription Terms, unless expressly stated in writing.

4.1.4.             If during the Subscription Term, the Customer upgrades their Subscription (e.g., by adding users, selecting a higher-tier plan, adding features), the Subscription Fees shall be prorated for the remainder of the current Subscription Term, based on the Subscription Fees due with respect to the updated Subscription.

4.2.   Fees and Payment. Customer shall pay all Subscription Fees in US dollars unless otherwise agreed in advance and in writing. Customer authorizes Company to charge these fees through Customer's selected payment method, either directly or through a payment processor. Company reserves the right to modify fees for renewal terms upon thirty (30) days' notice to Customer prior to the end of the then-current Subscription Term. All Subscription Fees are non-cancelable and non-refundable unless expressly stated otherwise. Unless specified otherwise in the Order Form, all invoiced amounts are due within thirty (30) days of the invoice date ("Due Date"). Any amounts not paid by the Due Date shall accrue interest daily at the lesser of: (i) 1.5% per month; or (ii) the maximum rate permitted by law. Company may suspend or terminate Customer's Account(s) without notice for non-payment. The Customer is responsible for paying all Subscription Fees, whether or not Customer actively used, accessed, or otherwise benefited from the Platform, and the Customer hereby waives any rights under applicable law to defer, suspend, cancel, or terminate its payment obligations based on non-use, dissatisfaction, or any other reason, to the maximum extent permitted by law.

4.3.   Taxes and Additional Charges. All Subscription Fees are exclusive of taxes, levies, duties (including VAT, sales tax, use tax, excise, and goods and services tax), withholdings, and other charges, except those based on Company's net income. Customer shall bear and pay all such amounts, which will be added to the Fees. If Customer's jurisdiction requires tax withholding, Customer must promptly notify Company to coordinate tax avoidance efforts, but Customer remains solely responsible for such amounts.

5.     Trial Service. Company may offer, at its sole discretion, certain Subscription as a free, no-obligation trial version ("Trial Subscription"). The Trial Subscription term will be as specified within the Platform. Company reserves the right to modify, cancel, terminate and/or limit the Trial Subscription at any time without liability, reason or explanation. These Terms govern the Trial Subscription, with the following modifications: (i) the Platform is provided on a strict an "AS-IS," "With All Faults," "As Available" basis, with no warranties, express or implied, of any kind; (ii) the indemnity undertakings set forth herein shall not apply; and (iii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF COMPANY, ITS AFFILIATES OR ITS THIRD PARTY SERVICE PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING WITH RESPECT TO THE PLATFORM, THE SERVICE AND THE THIRD PARTY SERVICES), EXCEED US$100. Company makes no guarantees that any Trial Subscription will be made available to you.

6.     Representations and Warranties.

6.1.   Mutual Warranties. Each Party represents and warrants (a) that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and (b) that the execution and performance of these Terms will not conflict with any obligations it has towards third-parties or violate any provision of any applicable law.

6.2.   Customer Warranties. Customer represents and warrants that: (i) it will use the Platform in compliance with any applicable laws; (ii) it obtained all applicable governmental permits or certifications which may be required for the use of the Data by Company for the purpose of providing the Platform; and (iii) it is solely responsible for the backup of its Data.

7.     OWNERSHIP.

7.1.   The Platform. The Platform is not for sale and is and shall remain Company' sole property. All right, title, and interest, including any Intellectual Property Rights evidenced by or embodied in, attached, connected, and/or related to the Platform and all related services and any and all derivative works, improvements, enhancements, updates, upgrades and customizations thereof or thereto (in each case regardless of whether specifically made for the Customer or not) are and shall remain owned solely by Company or its licensors. These Terms does not convey to Customer any interest in or to the Platform but only, as aforesaid, a limited revocable right to use the Platform and related services, in accordance with the terms of these Terms, and nothing herein constitutes a waiver of the Company' Intellectual Property Rights under any law.

“Intellectual Property Rights” means: (i) patents and patent applications throughout the world, including all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and re-examinations of any of the foregoing, all whether or not registered or capable of being registered; (ii) common law and statutory trade secrets and all other confidential or proprietary or useful information that has independent value, and all know-how, in each case whether or not reduced to a writing or other tangible form; (iii) all copyrights, whether arising under statutory or common law, whether registered or not; (iv) all trademarks, trade names, corporate names, company names, trade styles, service marks, certification marks, collective marks, logos, and other source of business identifiers, whether registered or not; (v) moral rights in those jurisdictions where such rights are recognized; (vi) any rights in source code, object code, mask works, databases, algorithms, formulae and processes; and (vii) all other intellectual property and proprietary rights, and all rights corresponding to the foregoing throughout the world. 

7.2.   Feedback. If Customer contacts Company with feedback data (e.g., questions, comments, suggestions, recommendations or the like) regarding the Platform (collectively, “Feedback”), such Feedback shall be deemed non-confidential, and Company shall have a non-exclusive, royalty-free, worldwide, perpetual license to use or incorporate such Feedback into the Platform and/or other current or future products or services of Company (without the Customer's approval and without further compensation to the Customer). Customer hereby waives any rights whatsoever to such Feedback, including any “moral rights” and confirms that it shall not be entitled to any benefit, payment or rights thereof.

8.     CONFIDENTIALITY. Each Party may have access to certain non-public and/or proprietary information of the other Party, in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other Party, whether written or oral, and whether marked as confidential or proprietary or which under the circumstances ought to reasonably be treated as such, that is related, directly or indirectly to the business, activities, methods or facilities of a Party that: (i) is not generally known to the public, (ii) derives value, economic or otherwise, from not being generally known to the public or to other third-parties who can obtain value from its disclosure or use, and (iii) is subject to efforts that are reasonable under the circumstances to maintain the secrecy thereof (the “Confidential Information”). Each Party shall take reasonable measures, at least as protective as those taken to protect its own Confidential Information, but in no event less than reasonable care, to protect the other Party's Confidential Information from disclosure to a third party. Neither Party shall use or disclose the Confidential Information of the other Party except as expressly permitted under these Terms or by applicable law. For the avoidance of doubt, a recipient Party may disclose the other Party's Confidential Information to its officers, employees, services providers or advisors solely on a "need to know" basis, and provided that they are bound by similar nondisclosure obligations as those of these Terms. All rights, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of its disclosing Party.

8.1.   PROHIBITED USES. Except as expressly permitted herein, without the prior written consent of Company, Customer must not, and shall not allow any Permitted User or any other third party to, directly or indirectly: (i) modify, incorporate into or with other software, or create a derivative work of any part of the Platform; (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share Customer's rights under these Terms with or to anyone else; (iii) copy, distribute or reproduce the Platform for the benefit of third parties; (iv) disclose the results of any testing or benchmarking of the Platform to any third party, or use such results for Customer's own competing software development activities or use the Platform in order to build or support, and/or assist a third party in building or supporting, products or services which are competitive to Company' business; (v) modify, disassemble, decompile, reverse engineer, revise or enhance the Platform or attempt to discover the Platform’s source code or the underlying ideas or algorithms of the Platform; (vi) use the Platform in a manner that violates or infringes any rights of any third party, including but not limited to, right of privacy, proprietary rights or intellectual property rights of any third parties including without limitation copyright, trademarks, designs, patents and trade secrets; (vii) remove or otherwise modify any of the Company' trademarks, logos, copyrights, notices or other proprietary notices or indicia, if any, fixed, incorporated, included or attached to the Platform nor copy any local agent, the Documentation or any written materials accompanying the Platform; (ix) use the Platform for any purpose other than for the purpose for which the Platform is designated for or other than in compliance with the terms of these Terms; (x) circumvent, disable or otherwise interfere with security-related features of the Platform or features that enforce limitations on the use of the Platform; (xi) use any automated means to access the Platform; (xii) integrate the Platform (or any part thereof) into Customer's hardware or systems other than as instructed by Company; (xiii) ship, transfer, or export the Platform into any country, or make available or use the Platform in any manner, prohibited by applicable laws (including without limitation Israeli export control laws, as applicable); (xiv) violate or abuse log-in and/or password protections governing access to the Platform; (xv) allow any third party other than the Permitted Users to use the Platform; (xvi) access, store, distribute, or transmit during the course of its use of the Platform any malicious code (i.e., software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system), or unlawful, threatening, obscene or infringing material; (xvi) perform any data extraction or data-mining in connection with the Platform; and/or (xvii) use the Platform in any other unlawful manner not expressly authorized by Company.

9.     REFERENCE CUSTOMER. Customer agrees that Company may identify Customer as a Customer of the Platform and use Customer's name, trademark and/or logo (i) in sales presentations, promotional/marketing materials, and press releases, and (ii) in order to develop a brief Customer profile for use by Company on Company' website for promotional purposes.

10.   LIMITED WARRANTIES.

10.1. OTHER THAN AS EXPLICITLY STATED IN THESE TERMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM (INCLUDING ANY OUTPUT DATA) AND ALL RELATED SERVICES ARE PROVIDED ON AN “AS IS” BASIS. IN ADDITION TO OTHER DISCLAIMERS CONTAINED IN THIS TERMS, COMPANY DOES NOT WARRANT THAT THE PLATFORM (INCLUDING THE OUTPUT DATA) AND/OR THE SERVICES WILL INCREASE THE CUSTOMER'S REVENUES OR MEET CUSTOMER'S REQUIREMENTS, THAT THE PLATFORM'S OPERATION AND/OR THE SERVICES WILL BE SECURED AT ALL TIMES, UNINTERRUPTED, ERROR-FREE, FALSE-POSITIVES FREE, FREE OF VIRUSES, BUGS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER SOFTWARE LIMITATIONS. WITHOUT DEROGATING FROM THE FOREGOING, COMPANY SHALL NOT BE RESPONSIBLE FOR CUSTOMER’S DETERMINATION WHETHER TO ACT ON THE BASIS OF ANY OUTPUT DATA AND FOR ANY OUTCOMES OF SUCH DECISION.

10.2. TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

10.3. COMPANY SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATIONS OF THE DATA, NOR FOR ANY DAMAGE OR LIABILITY THAT THE CUSTOMER MAY SUFFER AS A RESULT OF THE ACCESS TO INTEGRATED SERVICES FOR THE PURPOSE OF THE COLLECTION OF DATA, TO THE EXTENT THAT SUCH ACCESS OR ALTERATION IS NOT DUE TO COMPANY' WILLFUL MISCONDUCT.

11.   LIMITATION OF LIABILITY.

11.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY, ITS LICENSORS, SUPPLIERS AND AFFILIATES SHALL NOT BE LIABLE WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO, ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL AND LOST OR DAMAGED DATA OR MATERIALS), SUFFERED BY ANY PERSON, ARISING FROM, RELATED TO, AND/OR CONNECTED TO, THIS AGREEMENT (INCLUDING THE DPA) AND/OR ANY USE OF OR INABILITY TO USE THE PLATFORM AND/OR THE OUTPUT DATA AND/OR THE SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2. IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, COMPANY'S, ITS LICENSORS', SUPPLIERS', AFFILIATES' DISTRIBUTORS' AND/OR RESELLERS' TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER (INCLUDING THE DPA) OR IN CONNECTION WITH THE CUSTOMER'S USE OR INABILITY TO USE THE PLATFORM AND/OR THE OUTPUT DATA AND/OR RELATED SERVICES AND/OR DATA SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO COMPANY UNDER THIS TERMS IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THE CAP ON LIABILITY SET FORTH HEREIN IS CUMULATIVE AND NOT PER INCIDENT. INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.

12.   INDEMNIFICATION. The Customer agrees to defend, indemnify and hold harmless Company, its officers, directors, employees, agents and resellers, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from: (i) the Customer's breach of its warranties, representations, obligations and undertakings under these Terms; (ii) the Customer's unauthorized use of  the Platform; and (iii) a third-party claim, suit or proceeding alleging that the use of the Data within the scope of these Terms infringes, or may infringe, any intellectual property, publicity or privacy right of a third party.

13.   TERM AND TERMINATION.

13.1. Term. These Terms shall enter into force and effect on the date of first purchase of the Subscription, unless earlier terminated in accordance with these Terms, and shall remain in full force and effect until all Subscriptions expire (in accordance with the Subscription Term) or are terminated (in accordance with the terms of the Subscription) (the “Term”).

13.2. Termination. Either Party may terminate these Terms with immediate effect if the other Party materially breaches these Terms and such breach remains uncured (to the extent that the breach can be cured) thirty (30) days after having received written notice thereof; except that the curing period for non-payment shall be ten (10) days following said notice. In the event that either Party becomes liquidated, dissolved, bankrupt or insolvent, whether voluntarily or involuntarily, or shall take any action to be so declared, and such event is not cancelled within 30 days, the other Party shall have the right to immediately terminate these Terms.

13.3. Effects of termination. Upon termination or expiration of these Terms: (a) Company will cease providing Customer access to the Platform, all rights and licenses granted to Customer will expire, and Customer must discontinue all Platform use; (b) Customer shall permanently delete all Documentation copies and all copies of all APIs and Plug-ins, and each Party shall return or delete the other Party's Confidential Information as instructed, except data that the recipient is required to retain by law, regulation or government order; (c) Company will retain Analytics Information; (d) any sums paid until termination or expiration are non-refundable, and Customer remains obligated to pay all due amounts, which become immediately payable upon termination/expiration; and (e) Customer will lose access to all Data and Outputs in the Platform and Customer is solely responsible for downloading these before termination/expiration. The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Termination of these Terms shall not limit either Party from pursuing any other remedies available to it under applicable law.

13.4. Suspension. Company may temporarily suspend any Account, Platform access if Company reasonably determines that: (a) there is a security risk or potential harm to Company, the Platform or third parties; (b) the Customer is in violation of these Terms or applicable law; (c) Customer's payments are or will likely become overdue. These suspension rights supplement any other remedies available to Company under these Terms or applicable law.

14.   CHANGES TO PLATFORM. Company may change the Platform's layout and design, and the availability of the content and functions included therein or may change the form, features or nature of the Platform, from time to time, at its discretion an without giving the Customer any prior notice.

15.   MODIFICATIONS. Company may, at its sole discretion, change these Terms from time to time, including any other agreements and policies incorporated thereto, so please re-visit this page frequently. In case of any material change, Company will make reasonable efforts to post a clear notice on its website and/or the Platform and/or will send you an e-mail regarding such change. Such material changes will take effect seven (7) days after such notice was provided on our site, Platform or sent via e-mail, whichever is the earlier. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Platform on or after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. In the event that the Terms should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice.

16.   MISCELLANEOUS. These Terms, including all its exhibits, attachments and referenced agreements and policies, represents the complete agreement concerning the subject matter hereof and supersedes and cancels all prior agreements (oral or written), contemporaneous proposals, negotiations, conversations, and/or discussions between the Parties. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. The Customer may not assign its rights or obligations under these Terms without Company' prior written consent. Company may assign these Terms and its rights or obligations under these Terms, without restriction or notice to the Customer. These Terms shall be governed by and construed under the laws of the State of Israel, without reference to principles and laws relating to the conflict of laws. The competent courts located in Tel Aviv-Jaffa, Israel shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to these Terms. These Terms does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. Company will not be liable for any delay or failure to provide the services resulting from circumstances or causes beyond the reasonable control of Company (i.e., force majeure events). The headings and captions are for convenience only and are not to be used in the interpretation of these Terms.

BY CLICKING AN ACCEPTANCE BUTTON OR CHECKING A CHECKBOX REFERENCING THESE TERMS, PURCHASING A SUBSCRIPTION (AS DEFINED BELOW), EXECUTING AN ORDER FORM, REGISTERING FOR, OR OTHERWISE USING THE PLATFORM, YOU REPRESENT THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND AGREE TO BE BOUND BY ALL OF THEIR TERMS AND CONDITIONS.