TERMS AND CONDITIONS
These terms of service (the "Terms") together with any other agreements or terms incorporated by reference, govern the use of the Product. These Terms constitute a binding and enforceable legal contract between Drimz Technologies Ltd.("Company") and the design partner (the "Partner"). By accessing or by using the Product, Partner agrees to these Terms. If you are entering into these Terms on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms, in which case the term "Partner" will refer to such entity and its affiliates. If the legal entity that you represent does not agree with these terms, you must not accept these Terms and/or use the Product. Company and Partner shall also be referred to herein individually as a "Party", and together as the "Parties".
- Company is in the process of developing a collaborative platform for design, development and deployment of UI components (the "Product"), and Company wishes the Partner to assist as follows in the design and testing of the Product (the "Services"), and Partner wishes to perform the Services all subject to the terms of these Terms.
- The Partner shall provide the Company with certain data in a format to be agreed by the Parties (the "Data"), and hereby authorizes the Company to copy, transmit, use, modify and adapt the Data, in connection with the development of the Product.
- The Partner shall provide input on the design, functionality and operation of the Product as requested by the Company ("Feedback”). Partner represents and warrants that any input or Feedback regarding the Product which Partner provides to the Company shall not infringe upon or knowingly cause the infringement upon any third parties' intellectual property rights. Partner further acknowledge that notwithstanding anything herein to the contrary, any and all rights, including intellectual property rights in such Feedback shall belong exclusively to the Company and that such shall be considered the Company's Confidential Information. The Company in no way shall be obliged to make use of any kind of the Feedback or part thereof.
- During the Term and subject to Partner’s compliance with these Terms, Company grants Partner a non-exclusive, non-transferable, non-sublicenseable, limited, revocable right (i) for Partner's employees, agents, representatives and contractors who are permitted access to the Product by Company ("Authorized Users") to access the Product, for Partner’s internal business use; and (ii) use the APIs necessary to connect to the Product according to Company’s documentation ("Documentation").
Partner’s Obligations. Partner hereby undertakes to:
- Implement the APIs provided by Company according to the Documentation;
- Use the Product and all related Documentation in compliance with all applicable laws and regulations, including but not limited to applicable data security and privacy laws. Partner represents and warrants that no third party agreement prevents it from using the Product as contemplated hereunder; and
- Manage and secure all API keys and login credentials used by Authorized Users in connection with their use of the Product, and protect the same against unauthorized use or disclosure.
Intellectual Property Rights; Confidentiality
- All intellectual property rights in the Product, Documentation and any part thereof, including any and all derivatives, changes and improvements thereof lie exclusively with Company. Partner shall (i) not attempt to infiltrate, hack, reverse engineer, decompile, or disassemble the Product or any part thereof for any purpose or use it to build a competitive service or product; (ii) not represent that it possesses any proprietary interest in the Product, Documentation or any part or derivative thereof; (iii) not directly or indirectly, take any action to contest Company's intellectual property rights or infringe them in any way; (iv) except as specifically permitted in writing by Company, not use the name, trademarks, trade-names, and logos of Company; (v) except as specifically permitted herein, not copy any part or content of the Product, reports or Documentation other than for Partner’s own internal business purposes; (vi) not copy any features, functions or graphics of the Product or use it to build a competitive product or service; and (vii) not remove the copyright, trademark and other proprietary notices contained on or in the Product or Documentation. Partner shall take no action, directly or indirectly, to register Company trademarks (or their variation), domain names, or copyrights in its own name and shall provide commercially reasonable assistance to Company to prevent the occurrence of such activity by any third parties.
- Each Party retains all right, title and interest in any patent, patent application, trade secret, know-how and other intellectual property that was owned by such Party prior to the Effective Date of these Terms. It is hereby agreed that the Services are not intended to create any intellectual property. Any intellectual property rights generated in the course of performing the Services or by the Company based on the results of the Services shall be owned solely and exclusively by the Company, and Partner shall have no right or claim against the Company in connection therewith except as expressly provided for under these Terms.
- The Parties agree that any and all data gathered by the Company from the Data (the "Partner Data") shall remain the property of Partner, and except as provided expressly herein, the Company acquires no rights in connection therewith.
- The Parties agree that any derivatives of Partner Data generated by the Company in developing the Product shall be owned exclusively by the Company, and the Company may retain such derivatives and related data in its aggregated and anonymized form that will not identify any individual or the Partner after the termination of these Terms.
- The receiving party agrees (i) not to disclose the disclosing party’s Confidential Information to any third parties other than to its directors, employees, advisors, or consultants (collectively, its “Representatives”) on a “need to know” basis and provided that such Representatives are bound by confidentiality obligations not less restrictive than those contained herein; (ii) not to use or reproduce any of the disclosing party’s Confidential Information for any purposes except to carry out its rights and responsibilities under these Terms; (iii) to keep the disclosing party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care. Notwithstanding the foregoing, if the receiving party is required by legal process or applicable law, rule, or regulation to disclose any of the disclosing party’s Confidential Information, then prior to such disclosure, if legally allowed, receiving party will give prompt notice to the disclosing party so that it may seek a protective order or other appropriate relief. The confidentiality obligations hereunder shall expire five years from the date of termination or expiration of these Terms (and with respect to trade secrets- in perpetuity) and shall supersede any previous confidentiality undertakings between the parties.
- For the purposes hereof, "Confidential Information" means any proprietary or trade secret information disclosed by one party to the other which can be reasonably understood under the circumstances to be confidential, but excluding any information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the disclosing party; (iii) the receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of these Terms; (iv) the receiving party can demonstrate in its records to have independently developed, without breach of these Terms and/or any use of or reference to the Confidential Information.
Warranties; Disclaimer; Limitation of Liability
- Partner acknowledges that the Product is a beta version and is not at the level of performance and compatibility of a final, generally available product offering. The Product may not operate correctly, include bugs or errors, it may cease to operate properly or in its entirety and may be substantially modified prior to commercial release. The Company is under no obligation to make any changes or modifications to the Product suggested by Partner. The Company reserves the right, without prior notice, to discontinue work on the Product, release the Product for commercial use, and even if released, to alter prices, specifications, capabilities, functions, release dates, general availability, or to revise the Product, its functionality or other characteristics of the Product so it provides different features and/or different environment configurations.
- EXCEPT AS EXPLICITLY SET FORTH IN THESE TERMS, COMPANY PROVIDES THE PRODUCT AND DOCUMENTATION TO PARTNER ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR REPRESENTATION OF ANY KIND, AND COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES - STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHENTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. COMPANY FURTHER DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE PRODUCT OR ANY RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
- PARTNER’S USE OF THE PRODUCT IS AT PARTNER’S SOLE RISK. NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY AMOUNT IN EXCESS OF US$1000. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA (INCLUDING END-USER INFORMATION), COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Partner may, in its sole discretion, at any time, terminate these Terms. Company may, in its sole discretion, at any time, terminate these Terms by providing a ten (10) days prior written notice to the Partner. Upon termination, Partner's account and all data stored on the Product, shall be deleted.
- Either party may terminate these Terms immediately by giving written notice to the other party if: (i) the other party breaches a material provision of these Terms and fails to cure the breach within thirty days after being given written notice thereof; (ii) the other party is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party; or any petition by or on behalf of such party is filed under any bankruptcy or similar laws.
- Upon termination of these Terms, Partner will immediately cease use of the Product or any related service and each party shall return to the other party or destroy (at disclosing party’s option) all of the other party's Confidential Information in its possession. Sections 3, 4, 5.3, 6 and 8 shall survive any expiration or termination of these Terms.
Notices. All notices or other communications hereunder shall be in writing and given in person, by registered mail, by an overnight courier service which obtains a receipt to evidence delivery, or by facsimile or email transmission with written confirmation of receipt, or any other address as any party hereto may designate to the other in accordance with the aforesaid procedure. All notices and other communications delivered in person or by courier service shall be deemed to have been given upon delivery, those given by facsimile or email transmission shall be deemed given on the business day following transmission, and those sent by registered mail shall be deemed given three calendar days after posting.
Publicity. Company may issue publicity or general marketing communications concerning its involvement with the Partner and may use the Partner's logo in connections with such publicity or marketing communication.
General. These Terms constitutes the entire agreement between Company and Partner and supersedes any previous agreements or representations, either oral or written, with respect to the subject matter of these Terms. This is the entire agreement between the parties relating to the subject matter hereof and all other terms are rejected. Company can revise these Terms from time to time, in Company's sole discretion, and the most current version will always be posted on Company's Website. In case of material changes, Company will make reasonable efforts to notify Partner through the Company's website or via email. Partner may not transfer or assign its rights or obligations under these Terms to any third party. Any purported assignment contrary to this section shall be void. If any part of these Terms is declared invalid or unenforceable for any reason, such part shall be deemed modified to the extent necessary to make it valid and operative and in a manner most closely representing the intention of the parties, or if it cannot be so modified, then eliminated, and such elimination shall not affect the validity of any remaining portion, which shall remain in force and effect. Any failure by a party to insist upon or enforce performance by the other of any of the provisions of these Terms or to exercise any rights or remedies under these Terms or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance. These Terms are governed by the laws of the State of Israel, without regards to its conflict of laws principles, and any dispute arising from these Terms shall be brought exclusively before the courts of Tel-Aviv, Israel.