Terms of Services

By executing a Sales Order (as defined below), you (the “Customer”) hereby agree to these general terms and conditions, as may be amended from time to time (the “Agreement”) with Sellence Technology Ltd., and its affiliates (collectively, the “Company”). Each of the Company and the Customer shall be referred to as “Party” and together the “Parties”. Please note that this Agreement constitutes a legally binding agreement between the Company and the Customer, and if Customer does not agree to all of the terms of this Agreement, Customer must discontinue the use of the Services or terminate any outstanding Sales Order in accordance with its terms.

1. THE SERVICES

1.1 The Company provides certain sales agent services, including artificial intelligence powered services, intended to assist the Customer’s sales process (the “Services” and the “Software”). The Services may be performed thought various communication means, including, inter alia, Third Party Software (as defined below).
1.2 As of the Commencement Date (as set forth in the Sales Order), the Company shall grant the Customer a limited, personal, worldwide, non-exclusive, non-transferable, non-sub-licensable and revocable right to use the Software, for internal and personal use only, including any revisions, releases, corrections, copies, modifications, derivatives, enhancements, updates and/or upgrades of the Software, in accordance with and subject to the terms of this Agreement (the “License”).
1.3 The Customer undertakes to provide the Company with access to the Customer’s CRM (as defined below), including through features embedded in the Software, in order for the Company to extract certain information as required by the Company for the performance of the Services (the Customer’s Data”).
1.4 The Customer acknowledges that without prejudice to any other right of the Company, the Company shall have the right to review, monitor and track the use of the Software to ensure compliance with the terms herein, and shall have the right to (i) prevent the Customer from using the Software, (ii) report the Customer’s behaviour patterns while using the Software to third parties, and (iii) take any other action that the Company may deem appropriate to protect its property and rights, as well as the rights of third parties.
1.5 The Company may update the functionality, usability and other information relating to the Services or the Software, and all of their features, from time to time, at its sole discretion and in accordance with this Agreement, as part of its ongoing mission to improve the Services.

2. INTELLECTUAL PROPERTY

2.1 Notwithstanding anything to the contrary herein, the Software, the Services, and any content embedded therein, including without limitation, materials, text, photos, logos, any graphical display of data, designs, sounds, figures, analysis, statistics and any other content, and all Intellectual Property Rights therein, as well as any Feedback and all Machine Learning Systems (each as defined below) (collectively, “Company’s IPR”), are exclusively owned by the Company or its licensors. Except as expressly provided herein, no other rights whatsoever, expressed or implied, are acquired by or granted to the Customer with respect to the Services, Software or the Company’s IPR.
“Intellectual Property Rights” means any and all worldwide intellectual property rights, whether registered or not, including, but not limited to: (a) patents, patent applications and patent rights, know how, inventions, research and development activities and discoveries; (b) rights associated with works of authorship, including copyrights, copyrights applications, copyrights restrictions, mask work rights, mask work applications and mask work registrations; (c) rights relating to the protection of trade secrets and confidential information, including but not limited to confidential and proprietary information concerning the business and financial activities of the Company, and any information concerning its service providers, employees, customers, suppliers, and partners; (d) trademarks, trade names, service marks, logos, trade dress, goodwill and domains; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; and (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
2.2 The Customer shall not, nor shall allow any other party to, modify, decompile, disassemble, reverse engineer, copy, transfer, create derivative works from, rent, sub-license, distribute, reproduce, republish, scrape, download, display, transmit, post, lease or sell in any form or by any means, in whole or in part, any of the Company’s IPR, nor shall the Customer use such Company’s IPR for any purpose other than for using the Software pursuant to the terms herein. The Customer further undertakes not to exploit any of the contents of the Software or the Services without the Company’s explicit, prior written permission.
2.3 The Customer hereby grant the Company a limited, non-exclusive, royalty free, worldwide and non-transferable right to use the Customer’s logo and trademarks on the Company’s websites and in any promotional and marketing materials of the Company.
2.4 Any feedback provided to the Company by the Customer or by third parties during the use of the Software, regarding the Software, the Services or the use thereof, or any suggested improvements, enhancements or derivatives thereto (“Feedback”) is welcome by the Company. The Customer is not required to provide Feedback, however, to the extent that it shall do so, such Feedback shall be solely owned by the Company, and shall not, under any circumstance constitute as the Customer’s confidential or proprietary information. The Customer hereby acknowledge that the Company may use such Feedback in any manner the Company sees fit, without restrictions or limitations, and without payment of any royalty or any other consideration.

3. USER OBLIGATIONS AND RESTRICTIONS

3.1 The Customer is solely responsible to obtain and maintain, at its expense, all necessary computer hardware, modems, connections to the internet and other items required to access and use the Software and the Services.
3.2 Without limiting the foregoing, the Customer may not, and may not permit or aid others to: (i) use the Software for any purpose other than for the purpose hereunder, or contrary to the terms of this Agreement; (ii) copy, reproduce, sell, license (or sub-license), lease, loan, assign, transfer, or pledge the Software or any part thereof or the Customer’s rights under the License; (iii) modify, display, disassemble, decompile, reverse engineer, revise, enhance, republish, create any derivative works, or otherwise merge or utilize all or any part of the Software, with or into any third party materials or components or attempt to access or discover the Software’s source code; (iv) make any changes or interfere in any way in the source code of the Software, and upload any software or application that may harm or cause damage to the Company, the Software or any other third party; (v) allow any other third party to use or access the Services or the Software and agree to use reasonable efforts to prevent unauthorized access to or use of the Services or the Software; (vi) use the Software in any manner that is prohibited by law or not authorized by this Agreement, including, without limitation, in violation of any export or import restrictions, laws or regulations of the State of Israel or any foreign agency or authority, including, but not limited to, copyright infringement, trademark infringement, defamation, invasion of privacy, identity theft, hacking, cracking or distribution of counterfeit software; (vii) contest the Company’s Intellectual Property Rights to the Company’s IPR; (viii) interfere with or disrupt the integrity or performance of the Software or the Company’s network or the data contained therein; (ix) engage in “framing”, “mirroring”, or otherwise simulating the appearance or function of the Software; or (x) Abuse the Software in any way. “Abuse” shall mean and include any of the prohibited activity outlined in this Section 3.2, including without limitation, direct or indirect violation or bad activity through the Software or the Services, including copyright infringement, email spamming and network scanning. The decision whether an Abuse occurred or not, shall reside with the Company at its sole discretion. Upon a decision by the Company that an Abuse has occurred, without derogating from any of the Company’s rights hereunder, the Company shall issue the Customer a notice to cease the Abuse immediately.

4. REPRESENTATIONS AND WARRANTIES

Each Party hereby represents and warrants that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required hereunder; (ii) the execution of this Agreement and the performance of its obligations and duties hereunder do not violate any agreement to which it is a party or by which it is otherwise bound; (iii) when executed and delivered, the Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.

5. CONSIDERATION

5.1 In consideration for the License granted herein, the use of and access to the Software and the receipt of the Services, the Customer may be required to pay the Company certain fees according to the sale order executed between the Company and the Customer (“Sales Order”). The payment terms for the fees shall be set forth in the Sales Order.
5.2 Unless otherwise agreed in a specific Sales Order, the calculation of any fee payable hereunder, shall be done on a monthly basis, commencing on the Commencement Date (each, a “Billing Period”). All payments of the fee shall be made at least 10 days prior to the then relevant Billing Period. All amounts paid shall be non-refundable, non-cancellable and non-creditable regardless of any termination of this Agreement, for any reason, during the relevant Billing Period. All payments shall be invoiced.
5.3 Interest in the amount of 1.5% per month will be charged on all late payments. The Company reserves the right to immediately suspend or terminate the Customer’s use of the Software or the Services in the event of any delay in payment. The Customer shall reimburse the Company for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting late payments pursuant to this Agreement.
5.4 The Customer is solely responsible for payment of any taxes resulting from this Agreement, including VAT, if applicable. All fees under this Agreement are presented as net prices, and are exclusive of levies, duties, taxes, including withholding taxes, which shall be payable by the Customer in addition to the fees owed to the Company.

6. USER CONTENT

6.1 In connection with the Parties’ engagement hereunder, the Customer hereby acknowledges and accepts that the Company shall receive and collect the User Content, either through the features embedded in the Software or during the performance of the Services.
“User Content” means, without limitation, Customer’s audio, data, text, clients’ information, pricing, photographs, and other types of works.
6.2 Certain information, including User Content and Customer’s Data, may be received by the Company, either directly or indirectly from the Customer, inter alia, via: (i) access by the Company to third party communication platforms (such as, SMS, telephone, instant messaging software (i.e., ‘WhatsApp’), or other third party software storing User Content (collectively, “Third Party Software”); (ii) an API to the Customer’s CRM or any other servers, databases or services (“Customer’s CRM”); or (iii) any other agreed means of communication.
6.3 The User Content is and shall remain in the Customer’s ownership, and the Customer is solely responsible for the User Content. The Company is under no obligation to edit or control or monitor User Content, and will not be in any way responsible or liable for User Content.
6.4 The Customer hereby grants the Company permission to access the Customer’s CRM and the Third Party Software on Customer’s behalf, and further grants the Company with a non-exclusive, irrevocable, limited, royalty free and worldwide license, during the term of this Agreement, to use, process and store the respective data and the User Content in order to perform the Services and any features thereof, and to exercise the Company’s rights and obligations under this Agreement, or otherwise in connection thereto.

7. TERM

7.1 This Agreement is effective as of the date of signing of the Sales Order (the “Effective Date”), and shall continue until terminated in accordance with the terms of the Sales Order.
7.2 Upon termination of the Agreement: (i) the Customer shall immediately pay all due fees and payments, regardless of the due date of payment under this Agreement, and (ii) the Customer shall cease use of the Software and the Services and immediately return to the Company all Confidential Information (as defined below) and Company’s IPR, in any media and form, and shall erase all copies thereof the Platform, and (iii) Company may cancel the License and terminate the Customer’s access to Software. Notwithstanding the termination or expiration of this Agreement, Sections 2 (Intellectual Property), 6 (User Content), 8 (Data), 9 (Confidentiality), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnification) and 13 (General) shall survive and remain in effect in perpetuity.

8. DATA

8.1 The Customer hereby grants the Company the right to collect, process, transmit, store, use, and disclose any content, data, recordings, and information (including the User Content), the Customer shall provide the Company in any way, including without limitation by using the Software or the Services, or that the Company shall collect in connection with the engagement hereunder, including without limitation through Third Parties Software (collectively, “Data”). Any Data that entered or uploaded into the Software by any third party is and will remain owned by such third party.
8.2 The Customer acknowledges and agrees that the Company may collect, create, process, transmit, store, use, and disclose aggregated and de-identified data derived from Data or use of the Software or the Services (“Aggregated Data”), for Company’s business purposes, including for Machine Learning Systems, and for training, industry analysis, benchmarking, and analytics. All Aggregated Data will be in an aggregated or de-identified form only. The Company shall have sole ownership, title and interest in and to the Aggregated Data, and nothing in this Agreement gives the Customer any rights in or to any part of the Aggregated Data.
8.3 The Customer is solely responsible for (a) Data as entered into, supplied, accessed, or used by the Customer, and (b) complying with any privacy and data protection laws and regulations applicable to Data or the Customer’s use of the Software and Services. The Customer represents and warrants that it have obtained, and will maintain all rights, consents, and authorizations required to grant the Company the rights and licenses set forth herein and to enable the Company to exercise its rights under the same without violation or infringement of the rights of any third party.
8.4 Without derogating from the generality of the above, the Customer hereby undertakes to obtain all required consent from the individuals that their personal data is provided under this Agreement, and comply with all applicable privacy laws, in order to allow the Company to process the individuals’ personal data in accordance with this Agreement pursuant to any applicable privacy law.

9. CONFIDENTIALITY

9.1 Each Party (“Recipient”) shall keep confidential and shall not disclose to any third party (other than to its employees, affiliates and advisors having a need to know to perform Recipient’s obligations hereunder, which are bound by a confidentiality undertaking with Recipient on terms no less restrictive than as contained herein), any Confidential Information which it has acquired from the other Party (“Discloser”) and shall only use such Confidential Information in connection with exercising its rights and performing its obligations under this Agreement. All right, title and interest in and to the Confidential Information disclosed or transferred by Discloser shall remain the property of Discloser. Such confidentiality obligation shall continue perpetually after termination of this Agreement. “Confidential Information” means any know-how, any trade or business secrets, any commercial, financial, business, technical or other confidential information of whatever nature relating to the Discloser’s business (whether written, oral or in electronic or other form, and whether marked or unmarked as confidential) or of clear confidential nature, including, with respect to the Company, the Software, the Services and all of Company’s IPR incorporated therein. Confidential Information shall not include information that: (i) is or becomes publicly known other than through any act or omission of the Recipient; (ii) was in the Recipient’s lawful possession before the disclosure, as evidenced by the Recipient ; (iii) is lawfully disclosed to the Recipient by a third party without restriction on disclosure, as evidenced by the Recipient; or (iv) is independently developed by the Recipient without use of Confidential Information of the Discloser, which independent development can be shown by written evidence.
9.2 If Recipient is required to disclose Confidential Information by law, by any court of competent jurisdiction or by any regulatory or administrative body, Recipient (unless prohibited from doing so) shall promptly give Discloser prior notice so that Discloser may contest the disclosure or obtain a protective order with respect thereto. Recipient shall only disclose that portion of the Confidential Information that Recipient is legally obligated to disclose.

10. DISCLAIMER OF WARRANTIES

Except for the express representations and warranties stated herein, the Software and the Services are provided “as-is”, “as-available” and “with all faults” basis, and the Company makes no other warranties, and explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. The Company does not have any obligation to monitor the use of the Software and the Services and it is not responsible for the availability, accuracy, applicability or legality of any information, data or domain. Further, and without limiting the foregoing, the Company does not represent or warrant that: (i) the Software and the Services shall be error free or that any errors will be corrected, including without limitation, with respect to any pricing of the Customer’s products displayed or offered as part of the Services; (ii) the Software and the Services shall not contain any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Software by any third party; (iii) the operation of the Software will be uninterrupted or that it will be able to be used at any time; (iv) the Software and the Services will meet the Customer’s requirements or expectations, including in connection with an increase or other impact on the Customer’s sales. The Company shall not be responsible for unauthorized access to or alteration to the Software and will not be liable for any damages or loss incurred to the Customer, or any other third party as a result or in connection with the use of the Software or reliance on the Software or any information derived through the Software. In addition, the Company shall not be responsible or liable for unauthorized access to the Customer’s systems or for the use of the Software by any third party.

The Customer is solely responsible for its use of the Software and Services. Without derogating from the foregoing, the Company does not conduct human review of the Services and Customer is required to use good judgment prior using any input of the Software.

The Company is not responsible for any problems or technical malfunction of any telephone or network lines, computer online systems, servers or providers, hardware, software, failure due to technical problems or traffic congestion on the internet (or inaccessibility of the internet) or incompatibility between the Software and the Customer’s browser and/or other equipment. Without derogating from the above, the Company does not assume any responsibility or risk for the Customer’s use of the internet.

11. LIMITATION OF LIABILITY

11.1 TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY, IN ANY EVENT, FOR LOST OF PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, 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. IN ANY EVENT, THE COMPANY’S MAXIMUM AGGREGATE LIABILITY UNDER OR ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE HIGHER OF: (I) USD 1,000; OR (II) THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY THE CUSTOMER TO THE COMPANY DURING THE SIX MONTHS PRECEDING ANY CLAIM UNDER WHICH SUCH LIABILITY SHALL ARISE.
11.2 The limitations contained in this Section 11 are considered reasonable by the Parties having regard to the circumstances which are known to or in the contemplation of the Parties at the date of this Agreement, and the availability of insurance to the Parties.

12. INDEMNIFICATION

The Customer hereby agrees to indemnify and hold the Company harmless from any and all damages,
liabilities, costs, losses or expenses arising out of any claim, demand, or action (a “Claim”) by a third party (including reasonable attorney fees) arising from or in connection to the Customer’s access or use of the Software or the Services, any breach of the Customer’s responsibilities or obligations, representations or warranties under this Agreement or the Company’s use of the User Content or any other data obtained by the Company from the Customer which allegedly infringes third party’s rights or violates any law. The Customer shall bear sole responsibility for its decisions made relying on the content of the Software and Services. The Company shall notify the Customer in writing of the Claim and shall make commercially reasonable efforts to provide the Customer with reasonable assistance and information.

13. GENERAL

13.1 The Company may, at its sole discretion, amend, modify, or discontinue, from time to time, any of the features of the Software or the Services and/or introduce new services. The Company shall not be liable for any loss suffered by the Customer resulting from any such changes made and the Customer shall have no claims against the Company in such regard.
13.2 This Agreement, together with any Sales Order, contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements between the Parties. In the event of any contradiction between the explicit provisions of this Agreement and the provisions of the Sales Order, the provisions of the Sales Order shall prevail. Any reference to the Agreement herein, shall include the Sales Order and the terms and conditions thereunder. Any term not defined within the Sales Order shall have the meaning ascribed thereto in this Agreement.
13.3 The Customer may not transfer or assign its rights or obligations under this Agreement to any third party without the Company’s prior written approval, other than in the event of a merger, acquisition, corporate reorganization, or sale of all or substantially all of the stock or assets (if applicable). The Company may assign its rights or obligations under this Agreement at any time. The Company may, at its sole discretion, amend the terms and conditions of this Agreement from time to time.
13.4 All notices will be made in writing and given by personal delivery, overnight courier, facsimile, email or other means of transmission or by certified or registered mail to contact information mentioned above or the last contact information provided by a party following the Effective Date.
13.5 The failure of either Party at any time to require performance by the other of any provision herein will not affect the right of such Party to require performance at any time thereafter, nor will the failure of either Party to take action regarding a breach of any provision hereof be taken or held to be a waiver of the provision itself.
13.6 Any provision of this Agreement which is determined to be prohibited or unenforceable by a court of competent jurisdiction will be ineffective only to the extent of such prohibition or unenforceability and will be severed without invalidating the remaining provisions hereof or otherwise affecting the validity or enforceability of such provision. The headings used herein are for the convenience of the Parties only and will not affect the interpretation of this Agreement.
13.7 This Agreement shall be governed by the laws of the State of Israel, without reference to its principles of conflict of laws to the extent they would require the application of the law of another jurisdiction. The Parties each consent to the exclusive jurisdiction of the courts of Tel-Aviv, Israel, and waive any objection to venue in such courts. Notwithstanding the foregoing, the Company shall be entitled to seek injunctive and other equitable relief, without the necessity of showing actual money damages in any jurisdiction in the event of an actual or threatened breach.