These General Terms govern the relationship between Syte – Visual Conception Ltd. (“Syte“) and the party subscribing to Services under the Order Form (“Client“). The Order Form is referred to herein as the “Agreement“, and together with these General Terms and Conditions, the “Agreement“.
|Termination||Either party may terminate the Agreement with immediate effect if: 1) the other materially breaches any term of the Agreement and it is not possible to remedy that breach (including a party’s infringement of the intellectual property rights or quasi-intellectual property rights of the other party);2) the other materially breaches any term of the Agreement and it is possible to remedy that breach, but the other fails to do so within 14 days of being requested in writing to do so (except that for payment defaults, which must be remedied within 7 days); or3) the other becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within 28 days), or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so.Termination or expiration of this Agreement for any reason shall not affect provisions that by their nature survive such termination or expiration, and does not preclude any other relief or remedy available to the terminating party for the other party’s breach.|
|Services||Subject to the terms and conditions of this Agreement, Syte hereby grants to the Client a limited, non-exclusive, non-assignable (except as provided in herein), non-sublicensable right and license, commencing on the Subscription Start Date and continuing for the Term of the Agreement only, to use the Services . Syte will provide Client a software-as-a-service product (“Product”), as hosted and maintained by Syte (and its third parties) for use on the Client Assets (as defined in the Agreement) (collectively the “Services”). Except as explicitly provided in this Agreement, Client may not use the Services for any other purpose.|
|Permitted Use and Users||The permitted users of the Services will be those users of the Client who use and access the Client Assets (“Permitted Users”).|
Client and its Permitted Users may use the Services solely for the use case/s described in the Order Form and only on the Client Assets.
Client may not access or use the Services for any illegal or abusive purposes, or to develop or create a similar or competitive product or service to the Product. Client will be responsible for all acts and omissions associated with its access and use of the Services and the access and use of the Services by employees, agents, contractors, end-users and any other third party who may access or use the Services on behalf, or at Client’s permission, including the Permitted Users.
|Client Obligations and Restrictions||Client will provide:Telephone and email contact details for employees Syte may need to liaise with to fulfill the Agreement. This may include IT integration, UX/UI, and other operational responsibilities.Data or technical information, access to systems or networks required to fulfill the Agreement. Client is responsible for securing all usage rights and licensing clearances for its raw product images (“Client Images”) that it feeds into Services or which are available on its Client Assets.|
|License Restrictions||As a condition to the Subscription and the license granted under Section 2 above, and except as expressly permitted otherwise under this Agreement, Client shall not do (or permit or encourage to be done) any of the following license restrictions (in whole or in part): (a) copy, “frame” or “mirror” the Service; b) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available the Service or the Processed Data (as defined below) to any third party (such as offering it as part of a time-sharing, outsourcing or service bureau environment); (c) publicly perform, display or communicate the Service or the Processed Data (as defined below); (d) modify, alter, adapt, arrange, or translate the Service; (e) decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms) of, the Service; (f) remove, alter, or conceal any copyright, trademark, or other proprietary rights notices displayed on or in the Service; (g) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Service; (h) make a derivative work of the Service, or use the Service and/or any data generated from the Service to develop any competitive service or product or any service or product that is the same as (or substantially similar to) the Service; (i) store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Service; (j) employ any hardware, software, device, or technique to pool connections or reduce the number of devices, simulations, projects, or Permitted Users that directly access or use the Service in order to circumvent the Subscription scope; (k) forge or manipulate identifiers in order to disguise the origin of any data or content inputted or uploaded to, or transmitted through, the Service by Client; or (l) take any action that imposes or may impose (as determined in Syte’s reasonable discretion) an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Service, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure.|
|Syte Obligations||Syte will provide:Contact details of employees accountable for the relationship with Syte (name, email, phone number) as required to fulfill the Agreement. These may vary according to expertise).|
|Support||Client will provide first and second tier technical support directly to Permitted Users. Syte will provide support by email sent to [email protected] to Client.|
|Pricing:||Syte reserves the right on an annual basis to review and increase its fees by 5%. If Syte wishes to increase the fees payable under the Agreement, it will give the Client not less than 30 days’ notice of the change. The Client shall be entitled to terminate this Agreement by 30 days written notice to Syte, if it does not agree to this change.|
|Warranties||Client represents and warrants that it owns or has all the relevant rights related to the Client Assets and Client Images in order for Syte to provide the Services. Each party warrants to the other that it has the right to enter in this Agreement and grant the rights granted hereunder, that this Agreement does not conflict with any other agreement or obligations to which they are bound, and that it will comply with all applicable laws, rules, regulations and orders in connection with the performance of their obligations hereunder.|
|Liability||Except for liability arising from breach of the confidentiality obligations under this Agreement or a party’s breach of the other party’s intellectual property rights or quasi intellectual property rights pursuant to this Agreement, neither party shall be liable for any other indirect, consequential or special loss (including any loss of profit, loss of business or Agreements, lost production or operation time, loss of or corruption to data, loss of goodwill or anticipated savings, but only to the extent any such losses are indirect, consequential or special loss) however arising (whether from breach of Agreement, tort (including negligence), breach of statutory duty or otherwise), whether or not such loss was foreseeable or if the party which would otherwise be liable for such loss was advised of its possibility.Subject to a) above, neither party’s total liability arising out of or relating to this Agreement or its subject matter and to anything which it has done or not done in connection with the same (whether from breach of Agreement, tort (including negligence), breach of statutory duty or otherwise) shall be limited, in aggregate for all claims arising, to the amount equal to the total amount actually received by Syte during the six (6) months before such loss or damage first occurred. This limitation of liability shall not apply to liability arising from breach of the confidentiality obligations under this Agreement, a party’s breach of the other party’s intellectual property rights or quasi intellectual property rights pursuant to this Agreement, or Client’s obligations to pay Syte the fees applicable under this Agreement for the Services.|
|Disclaimers||The service and all other goods and services provided or made available hereunder are provided on an “as is” and “as available” basis, and all express, implied and statutory conditions and warranties (including without limitation any implied conditions or warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, quiet possession, non-infringement, or quality of service, or that otherwise arise from a course of performance or usage of trade) are hereby disclaimed. Syte does not make any representation, warranty, guarantee or condition regarding the effectiveness, usefulness, reliability, completeness, or quality of the foregoing, or as regards compliance with any laws or regulations. Syte will not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications or for issues related to public networks or hosting providers.|
|Confidentiality||“Confidential Information” means any non-public or proprietary information and materials provided by one party (the “Discloser”) to the other party (the “Recipient”) whether in tangible or intangible form. The pricing and payment terms under the Order Form shall be deemed Confidential Information of Syte. The following will not be considered Confidential Information: (a) information already known to the Recipient without an obligation of confidentiality, (b) information that is or becomes publicly known other than through a breach by the Recipient , (c) information that is rightfully disclosed to the Recipient by a third party having the lawful right to do so or (d) information that is independently developed by the Recipient without use of, or reliance upon, Confidential Information received from the Discloser. For clarity, Processed Data and Service Data (as define below) are Syte’s Confidential Information. The Recipient shall not disclose or make available the Discloser’s Confidential Information to any third party, except to its employees, advisers, agents and investors, subject to substantially similar written confidentiality undertakings). Recipient shall take commercially reasonable measures, at a level at least as protective as those taken to protect its own Confidential Information of like nature (but in no event less than a reasonable level), to protect the Discloser’s Confidential Information within its possession or control, from disclosure to a third party. The Recipient shall use the Discloser’s Confidential Information solely for the purposes expressly permitted under this Agreement, and only for the purpose of the proper performance or enforcement of this Agreement. In the event that Recipient is compelled by law, regulation, or governmental or judicial order to disclose Discloser’s Confidential Information, Recipient will (a) promptly provide Discloser with a prior notice of such compelled disclosure (to the extent legally permitted), (b)provide reasonable assistance, at Client’s cost, if Client wishes to contest the disclosure, and (c) only disclose to the extent required by such law, regulation or order (as the case may be). Upon termination of this Agreement, or otherwise upon written request by the Discloser, the Recipient shall promptly return to Discloser its Confidential Information (or if embodied electronically, permanently erase it), and certify compliance writing, except for retaining data for legitimate business purposes or as required under the applicable law, including under tax related requirements, account settling, record keeping, archiving and legal issues.|
|Intellectual Property||Syte is and shall be the sole and exclusive owner of all right, title and interest in and to the Services, including all related software and intellectual property, and in particular, the Product and the Technology, and any feedback related thereto. In addition, the parties acknowledge and agree that Processed Data and Service Data (as defined below) are protected under intellectual property rights and/or quasi intellectual property rights within this Agreement. Syte is the exclusive owner, in perpetuity, of all right, title and interest (including intellectual property rights and quasi intellectual property rights) in and to all software, databases, Processed Data, Service Data (as define below) and other aspects and technologies provided by Syte related to the Technology, and any modifications or enhancements thereto. Client acknowledges that Syte shall retain all proprietary rights (including intellectual property rights and quasi intellectual property rights) in the Technology (including all software, source codes, modifications, updates and enhancements thereof), Processed Data, Service Data (as define below), Syte trademarks, or any derivatives thereof, and any other trademarks and logos which are owned or controlled by Syte and made available to Client under this Agreement. Client shall make, and hereby irrevocably makes, all assignments necessary or reasonably requested by Syte to ensure and/or provide Syte the ownership and quasi-ownership rights set forth in this paragraph. Syte shall be entitled, from time to time, to modify and replace the features (but not material functionalities, unless it improves the material functionality) and user interface of the Service.|
|Data||Customer is, and shall be, the sole and exclusive owner of all raw data and information actively inputted or uploaded to the Service by Customer including Client Images (“Customer Data“). Customer represents and warrants that Syte’s (and its hosting provider’s) processing of Customer Data will not infringe, misappropriate, or violate any third party’s rights or any law or regulation.|
“Service Data” means the data, other than Customer Data, that Syte collects and processes in the course of providing the Services, about the use of the Service, its performance, compatibility and interoperability, and any bugs, errors and malfunctions therein.
“Processed Data” means any data indicative of the Technology’s performance or results, including the enriched-data that the Technology generates and add to Tagged Images.
The Client is strictly prohibited from using any Processed Data for any purpose or under any circumstances other than within the scope of the Client’s use of the Services. Such prohibited use includes use of the Processed Data for Client’s own software development or software enhancement purposes. Any such prohibited use is deemed infringement of Syte’s intellectual property rights and/or quasi intellectual property rights in the Processed Data.
|Assignment||Client may not assign the Agreement or its rights hereunder without Syte’s prior written consent, and any assignment without such prior written consent will be void. Syte may freely assign its rights and obligations herein. Subject to any provisions herein with regard to assignment, all covenants and agreements herein shall bind and inure to the benefit of the respective heirs, executors, administrators, successors and assigns of the parties hereto.|
|Notices||All notices and consents relating to this Agreement must be in writing. Notices shall be sent by hand or by first class recorded delivery or registered post or other form of certified or registered mail and shall be treated as having been delivered:(a) if sent by hand, when delivered; and(b) if sent by registered mail, two days after the date of posting (or, if sent by air mail, seven days after the date of posting).|
|Governing Law / Jurisdiction||This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its rules regarding conflict of laws. The competent courts located in the district of Tel-Aviv, Israel, shall have exclusive jurisdiction with respect to any claims or disputes arising out of or concerning this Agreement. Notwithstanding the foregoing, Syte may seek equitable relief in any court of competent jurisdiction. Except to protect or enforce Syte’s intellectual property or proprietary rights or Client’s confidentiality or payment obligations, no action, regardless of form, under this agreement may be brought by either party more than one (1) year after termination of this Agreement.|
|Miscellaneous||This Agreement constitutes the entire understanding between the parties and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. This Agreement may not be amended or modified, except by the written consent of both parties hereto. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof. If any provision of this Agreement is held to be invalid, unenforceable or illegal for any reason, the validity or enforceability of any or all of the remaining portions shall not be affected. Syte may use Client’s name and logo on Syte’s website and promotional and marketing materials and will use such name and/or logo in accordance with Client’s trademark and/or brand guidelines, as provided to Syte.|