COMPLIMENTARY END USER SUBSCRIPTION AGREEMENT
(June 21, 2017)
- PREAMBLE AND DEFINITIONS.
- 1.1. The preamble to this Agreement is an integral part thereof. The headings herein are for convenience only and will not be considered a part of or affect the construction or interpretation of any provision hereof.
- 1.2. In this Agreement, the following expressions shall have the following meaning:
- 1.2.1. "Anonymous Content" shall mean a Content which was de-identified from any Customer's and/or third-party details in a way that it no longer identifies and/or can be attributed to the Customer and/or any third party;
- 1.2.2. "Content" or "Customer Content" shall mean any and all data and/or information of any kind, which is related to the Customer's business activity(ies), including any Third Party's Information, that resides in Customer's systems and/or that Customer has access to;
- 1.2.3. "Services" shall mean the services provided by Netformx and activated by Customer.
- GRANT OF LICENSE; YOUR REPRESENTATIONS AND WARRANTIES.
- 2.1. Subject to the terms herein, Netformx hereby grants you a worldwide, non-exclusive, non-transferable, royalty-free license, to use the Services for Your internal use. The license granted herein is limited to the term of this Agreement and shall automatically expire upon its termination, for any reason.
- 2.2. In order for Netformx to provide You with the Services, Netformx may be required to obtain access to third parties and/or collect information and/or data from third parties on Your Behalf (above and hereinafter: the “Third Party Information”). Such sharing of access and/or disclosure of Third Party Information shall be at your own risk and responsibility, and You hereby represent and warrant to Netformx that there is no preclusion, and that You have all applicable rights to grant access to and/or disclose and/or transfer to Netformx such Third Party Information.
- 2.3. By using the Services, You hereby: (a) warrant and represent that You agree to transfer the Content to Netformx in order to receive the Services; (b) to allow Netformx to collect, process, analyze, store and use the Content for the provision of the Services according to the terms herein, all which shall not breach and/or otherwise violate any third party's rights; and (c) grant Netformx with an unlimited, non-exclusive, transferable, royalty free, irrevocable and perpetual right, to collect, process, analyze, store and use the Anonymous Content for commercial purposes as Netformx sees fit.
- OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS.
- 3.1. The sole and exclusive ownership of all rights, title and interest in and to and/or related to the Services, including all amendments, enhancements, alterations, modifications, changes thereto and all copies thereof, including all derivative work related to the Services, and any and all inventions and/or improvements and/or additions to the Services that arise from Customer’s use of the Services in connection with this Agreement and/or from the Anonymous Content is now and shall solely remain with Netformx.
- 3.2. You shall not execute, use, copy or modify the Service, nor disclose to any third party any part of information regarding the Services. You shall not de-compile or assemble in reverse the Services, or analyze or otherwise examine the Services for purpose of reverse engineering, nor shall You allow any third party to do so. During the term of this Agreement, You and/or any other third party shall not be entitled to perform, by yourself and/or through others, any changes in the Services.
- LIMITED WARRANTY.
- 4.1. THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY GUARANTEES OR REPRESENTATION AND/OR WARRANTIES WHATSOEVER WITH RESPECT TO IT, INCLUDING ANY WARRANTY FOR ERROR-FIXING, TROUBLE SHOOTING OR MAINTENANCE. NETFORMX DOES NOT GUARANTEE THAT THE SERVICES ARE ERROR-FREE OR WILL NOT BE INTERRUPTED, AND MAY INTERFERE WITH THE FUNCTIONS OF EQUIPMENT OR OTHER PROGRAMS. NETFORMX DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS, WHETHER EXPRESSED OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES, INCLUDING (WITHOUT LIMITATIONS TO) ALL WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- 4.2. Netformx may rely and/or use third party's information and/or publications and/or service (such as hosting services) (together shall be referred to as "Third Party Publication and Services") for the provision of the Services. Without derogating from the generality of the above, Netformx disclaims any and all warranty and/or liability for Third Party Publication and Services.
- 4.3. Netformx shall use and implement reasonable security measures, at its discretion, in order to protect Your Content. Netformx, however, shall not be liable for any loss and/or damage to Your Content. It is Your sole responsibility to back-up Your Content as needed. Further, it is Your sole responsibility to maintain the confidentiality of, and protect Your user credentials and password. It is strictly prohibited to share Your user credentials and password with any other person, and You will refrain from doing so. You understand and agree that You are liable for any activity performed by any person using Your account.
- LIMITATION OF LIABILITY. IN NO EVENT WILL NETFORMX BE LIABLE TOWARDS CUSTOMER OR ANY OTHER THIRD PARTY FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, LOSS OF DATA AND LOSS OF TURNOVER, WHETHER BASED ON BREACH OF CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT NETFORMX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NETFORMX’S TOTAL LIABILITY FOR DAMAGE UNDER THIS AGREEMENT RESULTING FROM ANY EVENT OR OTHER OCCURRENCE FOR WHICH NETFORMX IS LIABLE, WILL BE LIMITED TO 1,000 US DOLLARS.
- TERM AND TERMINATION.
- 6.1. Netformx reserves the right, at any time, to discontinue the provision of the Services (whether in whole or in part), according to its sole discretion. Netformx may give a notice message on the Services portal about its intention to terminate the Agreement (the "Notice"). This Agreement will commence on the Effective Date, and will terminate within 10 days following the Notice. Following termination of the Agreement, Your account and access to the Services will be de-activated.
- 6.2. Netformx shall have the right to terminate this Agreement immediately, if: (a) Customer breaches any term or condition of this Agreement, and fails to cure such breach within 2 days; (b) in case Customer becomes the subject of any petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, moratorium of payment or composition for the benefit of creditors.
- 6.3. Upon termination or expiration of this Agreement Customer shall immediately cease the use of the Services, and any right granted to Customer under this Agreement will immediately terminate. Within no later than 30 days of termination, You may request the deletion of Your Content stored in connection with the Services.
- 7.1. This Agreement constitutes the entire agreements between the parties with respect to the matters referred to herein, and supersedes any other arrangement, understanding or agreement, verbal or otherwise. This Agreement may be amended or modified by Netformx. In such event, Netformx shall e-mail you and/or post a prior notice to You in the Service's portal.
- 7.2. This Agreement shall be governed by the laws of the State of California and the competent courts of Santa Clara County shall have exclusive jurisdiction over any disputes arising hereunder.
- 7.3. Netformx may send You, from time to time, marketing materials regarding its services and/or products.
- 7.4. If any one or more of the provisions of the Agreement shall for any reason be held to be invalid, illegal or unenforceable, the same shall not affect any of the other portions of the Agreement. Failure or delay by either party in exercising any right hereunder shall not operate as a waiver of such right.
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