This Terms of Service constitute an agreement (this “Agreement” or these “Terms”) by and between AiDock Ltd., a company organized and existing under the laws of the state of Israel (“AiDock”) and the company, partnership, or other business entity executing this Agreement (“Customer”). This Agreement is effective as of the date Customer clicks “I Accept” button or executes an Order form with AiDock (the “Effective Date”).
PLEASE REVIEW THESE TERMS CAREFULLY. BY ACCEPTING THESE TERMS OR USING THE SERVICE, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CLICK THE “I ACCEPT” BUTTON AND YOU SHOULD NOT USE THE SERVICE. THE PERSON EXECUTING THIS AGREEMENT ON CUSTOMER’S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS.
1.1 The following terms shall have the meaning set forth below:
1.2 “Confidential Information” means any information or data disclosed by either Party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which
(a) is in the public domain through no fault of receiving party;
(b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party;
(c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or
(d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. All information or data concerning or related to AiDock and/or the Service is and shall remain Confidential Information of Aidock.
1.3 “Customer Data” means any data, text, messages, information, documents or other materials supplied or made available by Customer through the use of or access to the Service.
1.4 “Documentation” means the Company’s standard user documentation, whether in hard copy, or in any electronic form or other media (generally made available by the Company to its customers), describing the use, features and operation of the Services. Unless context otherwise requires, the term “Service” shall include the Documentation.
1.5 “Intellectual Property Rights” means any and all rights, titles and interests in and to any and all trade secrets, patents, copyrights, service marks and service names, trademarks and trade names, trade dress, designs, know-how, utility models, databases, topography and semiconductor mask works, internet domains, and other intellectual property (such as, but not limited to, software, inventions, improvements, algorithms, formulas, processes, discoveries, conceptions, ideas, techniques, products, specifications, methods, drawings, diagrams, models, data and data analysis) anywhere in the world, whether registered or unregistered, and including all applications, registrations, renewals, extensions, continuations, divisions or reissues thereof; as well as any and all moral rights, rights of privacy, publicity and similar rights of any kind under any laws of any country.
1.6 “Order Form” means an order form or other similar document (including any online form) specifying the Service to be provided hereunder and fees to be paid by Customer therefor. If there is a conflict between this Agreement and the Order Form, then the Order Form shall govern. The Order Form constitute an integral part of this Agreement.
1.7 “Service” means the service provided by AiDock to you (including any corresponding SDKs, APIs, documentation or software that may be made available by AiDock to you in connection with such service), as more fully described on the Order Form. The Service includes provision of enhancements, updates and bug fixes made generally available by AiDock for no additional fee (“Updates”).
2.1 Provision of Service. Subject to the terms herein and in the applicable Order Form, AiDock hereby grants Customer, and Customer accepts, during the Term (as defined below) a limited, non-exclusive, non-sublicensable, non-transferable and revocable right and license to remotely access the Service (including the Documentation), solely for Customer’s internal business purposes.
2.2 Registration to the Service. As part of the registration process, Customer will identify an administrative username and password for Customer’s account (the “Account”). Customer may use the administrative username and password to create standard users (each with a user password) up to the maximum number permitted in the applicable Order Form (“Users”). Customer shall be responsible for the acts or omissions of any person who accesses the Service using passwords or access procedures provided to or created by Customer. When registering an Account, you must provide true, accurate, current and complete information about yourself as requested during the Account creation process. You must also keep that information true, accurate, current and complete after you create your Account. Every user must approve these Terms as a pre-condition for using the Service.
2.3 Maintenance; Support. During the Term AiDock will make available to Customer as part of the Services, all Updates that are made generally available to AiDock’s customers at no additional cost. However, new modules may be licensed for an additional payment, as provided in the Order Form or as shall be agreed between the parties. Subject to payment of the Fees, support will be provided to the Customer by AiDock in accordance with the service levels detailed in the Service Level Agreement (“SLA”), that can be found here.
2.4 Proprietary Rights and Licenses. AiDock retains all right, title, interest (including, but not limited, to Intellectual Property Rights) in and to the Service and anything developed and delivered under this Agreement, excluding Customer Data.
2.5 Feedback. If Customer contacts Company with feedback data (e.g., questions, comments, suggestions or the like) regarding the Service (collectively, “Feedback”), such Feedback shall be deemed to be non-confidential, and the Company shall have a non-exclusive, royalty-free, worldwide, perpetual license to use or incorporate any such Feedback into the Service and/or any of its current or future products or services (without the Customer’s approval and without further consideration).
2.6 Protection of Customer Data. Without limiting the other provisions of this Agreement, AiDock will implement commercially reasonable administrative, physical and technical measures designed to protect the security, confidentiality and integrity of Customer Data. However, AiDock provides no assurances that such security measures will withstand attempts to evade security mechanisms or that there will be no cracks, disablements or other circumvention of such security measures.
2.7 Third Party Components. The Service may use or include third party software, files and components that are subject to open source and third party license terms (“Third Party Components”). The Customer’s right to use such Third Party Components as part of, or in connection with, the Service is subject to any applicable acknowledgements and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and these Terms, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. Such Third Party Components are provided on an “AS IS” basis without any warranty of any kind and shall be subject to any and all limitations and conditions required by such third parties. Under no circumstances shall the Service (except for the Third Party Components contained therein) be deemed to be “open source” or “publicly available” software. A list of Third Party Components that their licenses require certain notification is provided in the Service.
2.8 Changes to the Service. Customer acknowledges and agrees that AiDock may change or deprecate features of the Service (including AiDock SDKs and/or APIs) from time to time. Although AiDock endeavors to avoid changes to the Service that are not backwards compatible, if any such changes become necessary AiDock will endeavor to notify the Customer at least thirty (30) days prior to implementation of any such incompatible changes to the Service.
Customer Representations; Restrictions and Customer Responsibilities
3.1 Customer represents that:
(a) it is duly organized and a validly existing entity, in good standing under the laws of the jurisdiction in which it was formed, and that it has the right and capacity to enter into this Agreement;
(b) it has full power and authority to grant the rights granted by it under this Agreement and that there are no outstanding obligations or agreements that conflict with this Agreement; and
(c) this Agreement, when approved by its duly authorized representative, constitutes a valid and legally binding obligation that is enforceable in accordance with the terms of this Agreement.
3.2 Customer will not (and will not allow any third party to) directly or indirectly:
(a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Service (or any underlying software, documentation or data related to the Service);
(b) modify, translate, or create derivative works based on the Service or any underlying software;
(c) copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service or any underlying software;
(d) use the Service for the benefit of a third party, in violation of any applicable laws or regulations or outside the scope expressly permitted hereunder;
(e) collect, process, store or transmit any Customer Data in violation of any applicable laws or regulations or privacy policies, agreements or other obligations Customer may maintain or enter into with its end users;
(f) collect, transmit or provide to AiDock hereunder any financial information of any nature, or any medical information of any nature, or any social security numbers, driver’s license numbers, birth dates, passwords, personal bank account numbers, passport, government-issued ID or visa numbers and credit card numbers or any other personal data;
(g) attempt to probe, scan or test the vulnerability of the Service, breach the security or authentication measures of the Service without proper authorization or willfully render any part of the Service unusable;
(h) use or access the Service to develop a product or service that is competitive with the Service; or
(i) remove any proprietary notices or labels (all of the foregoing, collectively, the “Restrictions”).
3.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, server, software, operating system, networking, and web servers (collectively, “Equipment”). Customers shall be responsible for ensuring that such Equipment is compatible with the Service. Customers shall also be responsible for maintaining the security of the Equipment. Customer is solely responsible for adequate protection and for maintaining appropriate security on its systems and Equipment used in connection with the Service.
3.4 Customer shall be responsible for the acts and omissions of its Users as if they were the acts and omissions of Customer.
3.5 Customer is solely responsible for ensuring that its use of the Service to collect, process, store and transmit Customer Data is compliant with all applicable laws and regulations as well as any and all privacy policies, agreements or other obligations that Customer may maintain or enter into. All Customer Data is, or shall be, and shall remain the property of Customer. Customer hereby grants AiDock a non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free license to use, collect, transfer and process the Customer Data for the sole purpose of providing the Service to Customer under the terms of the applicable Order Form and this Agreement.
4.1 Service Warranty. AiDock warrants that the Service will perform materially in accordance with the applicable Documentation (the “Service Warranty”). In the event of a breach of the Service Warranty, AiDock will use commercially reasonable efforts to correct any non-conformity. In the event AiDock determines corrections to be impracticable, AiDock or Customer may terminate the applicable Order Form and this Agreement. In the event the applicable Order Form and this Agreement are terminated as provided herein, AiDock will refund to Customer any pre-paid Fees for use of the Service for the termination portion of the applicable Term. AiDock’s sole liability and Customer’s sole exclusive remedy, for any breach of the Service Warranty are set forth in this Section 4.1.
4.2 Exclusions. The Service Warranty will not apply:
(a) unless Customer makes a claim in writing, according to section 10.8 herein, within thirty (30) days of the date on which Customer noticed the non-conformity,
(b) if the non-conformity is caused by misuse, unauthorized modifications or other third-party products, services, software or equipment;
(c) any modifications were made to the Service by the Customer or any third party, without AiDock’s prior consent; or
(d) the Service has been damaged due to the failure by the Customer or its agents or employees to operate the Service in accordance with the Documentation.
4.3 Warranty Disclaimer. AiDock does not warrant that the Service will be uninterrupted or error free or meet Customer’s requirements; nor does it make any warranty as to the results that may be obtained from use of the Service. The Service is provided “as is” and AiDock expressly disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, quality and accuracy. AiDock does not warrant that any information provided through the Service is accurate or complete or will always be available.
In no event shall AiDock be responsible or liable with respect to any subject matter of the agreement (including any Order Form) under any contract, negligence, strict liability or other legal or equitable theory:
(a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or any loss of business, any loss of revenue or profits;
(b) for any indirect, exemplary, incidental, punitive, special or consequential damages;
(c) for any matter beyond a party’s reasonable control; or
(d) for any amounts that, together with amounts associated with all other claims, exceed the Fees actually paid by Customer to AiDock for the applicable Services under the applicable Order Form, relating to any subject matter thereof in the 6 months prior to the act that gave rise to the liability, even if AiDock has been advised of the possibility of any of the foregoing types of losses or damages.
Customer acknowledges that an interruption in the Service due to circumstances beyond the reasonable control of AiDock shall not be considered a Service outage or service deficiency for purposes of any remedy provided herein. If applicable law limits the application of the provisions of this Section, AiDock’s liability will be limited to the maximum extent permissible.
5.1 Fees. Customer will pay AiDock the fees for the Service as listed on the applicable Order Form (“Fees”). The Fees for each renewal term shall be the then-current fees for the Service in effect at the time of the renewal. All Fees paid under this Agreement shall be paid in the currency specified in the applicable Order Form. All payment obligations are non-cancelable and, unless otherwise provided in these Terms, nonrefundable.
5.2 Incremental Volumes. In case the Order Form determines the usage volumes that are included for certain modules and Customer exceeds such volumes, it will be required to pay additional fees, in accordance with the tables listed in the Order Form.
5.3 Payment Terms. Payment for all invoices is due within thirty (30) days of receipt of the invoice, unless a different payment terms are specified in n the applicable Order F. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. If Customer fails to pay any amounts due, AiDock may suspend or terminate the applicable Service by providing Customer with five (5) days’ prior written notice. AiDock will have no liability in connection with any such suspension.
5.4 Taxes. Fees payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other taxes and duties. Unless otherwise specified in the Order Form, all taxes, withholdings and duties of any kind payable with respect to Customer’s use of the Service under this Agreement, including without limitation sales and use taxes, shall be borne and paid by Customer.
5.5 Customer shall have no right to withhold or reduce the Fees payable under this Agreement or set off any amount against amounts owed for alleged defects in the Service or any other demand or claim against AiDock.
Term and Termination
6.1 Term. Subject to earlier termination as provided below, the initial subscription term of the applicable Order Form is as specified in such Order Form, and shall be automatically renewed for successive terms of twelve (12) months, unless either party requests termination at least thirty (30) days prior to the end of the then current term.
6.2 Termination. In addition to any other remedies it may have, either party may also terminate this Agreement upon written notice if
(a) the other party materially breaches any of the terms or conditions of this Agreement, and if the breach is capable of remedy, fails to promptly remedy that breach within thirty (30) calendar days of notice or
(b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days. If this Agreement is terminated as a result of a material breach by Customer, then Customer shall pay in full all remaining Fees payable through the remainder of each outstanding Order Form or if Customer has prepaid any Fees, then those Fees are nonrefundable. If this Agreement is terminated by Customer due to a material breach by AiDock, then AiDock shall refund Customer on a pro-rata basis any prepaid Fees covering the remainder of each outstanding Order Form after the effective date of termination.
6.3 Effect of Termination. Upon expiration or termination of this Agreement:
(a) all licenses to the Service granted to Customer under this Agreement and all rights and obligations will immediately terminate except that any accrued payment obligations and other terms or conditions that by their nature should survive such termination will survive, including the Restrictions and terms and conditions relating to confidentiality, disclaimers, limitations of liability and termination and the general provisions below;
(b) all copies of the Documentation and will be deleted.
7.1 Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information (a) to its employees, officers, directors, attorneys or auditors who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof (to the extent legally permitted), will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law. Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.
8.1 Indemnification by AiDock. AiDock will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Service as permitted hereunder infringes any United States patent, trademark or copyright and will indemnify Customer for any damages finally awarded against (or any settlement approved by AiDock) Customer in connection with any such Claim. The foregoing obligations do not apply with respect to the Service or portions or components thereof (a) not supplied by AiDock, (b) made in whole or in part in accordance to Customer specifications, or (c) combined with other products, processes or materials of Customer’s business where the alleged infringement would not have occurred without such combination (collectively, the “Excluded Claims”). If the use of the Service by Customer has become, or is likely to become, the subject of any claim of infringement, AiDock may at its option and expense (i) procure for Customer the right to continue using and receiving the Service as set forth hereunder; (ii) replace or modify the Service to make it non-infringing; or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate this Agreement or the applicable Order Form and refund Customer on a pro-rata basis any prepaid fees covering the remainder of the Term of the applicable Order Form(s) after the effective date of termination. This Section states Amplitude’s entire liability and Customer’s exclusive remedy for infringement or misappropriation of intellectual property of a third party.
8.2 Indemnification by Customer. Customer will defend AiDock against any Claim made or brought against it by a third party arising out of the Excluded Claims or any breach of the Restrictions, and Customer will indemnify AiDock for any damages finally awarded against (or any approved settlement) AiDock in connection with any such Claim.
8.3 Indemnification Procedure. Each party’s indemnification obligations are conditioned upon the indemnified party: (a) promptly notifying the indemnifying party of any claim in writing; and (b) cooperating with the indemnifying party in the defense of any claim. The indemnified party shall have the right to participate in the defense of any third-party claim with counsel selected by it subject to the indemnifying party’s right to control the defense thereof. Notwithstanding any other provision of this Agreement, the indemnifying party shall not enter into settlement of any third-party claim without the prior written consent of the indemnified party, which shall not be unreasonably withheld.
Governing Law and Jurisdiction
9.1 Governing Law. These Terms, the Service, and any claim, cause of action or dispute arising out of or related thereto, will be governed solely by the laws of the State of Israel, regardless of your country of origin or where you access the Service, and without giving effect to any conflicts of law principles, which would result in the application of the laws of a jurisdiction other than the State of Israel.
9.2 Competent Courts. The competent courts in the Tel Aviv district in Israel will have sole and exclusive jurisdiction over any claim in connection with the Service and in respect of any matter relating to the validity, applicability, performance or interpretation of these Terms. You agree to the exclusive jurisdiction of the above-mentioned courts, agree to accept service of process by any means permitted by the applicable law and hereby waive any jurisdictional, conflict of law or venue defenses otherwise available to you.
9.3 No Class Actions. Customer agrees that may bring claims against AiDock only in its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
10.3 Severability. In the event any provision of the Agreement is held to be invalid, illegal or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement shall remain in full force and effect, but such provision shall be deemed modified to the extent necessary to render such term or provision enforceable, preserving to the fullest extent permissible the intent and agreements of the parties herein set forth.
10.4 Interpretation. The headings in the Agreement are for convenience of reference only and have no legal effect.
10.5 Relationship. This Agreement does not create a joint venture, agency, partnership, or other form of joint enterprise between Customer and AiDock. Except as expressly provided herein, neither party has the right, power, or authority to create any obligation or duty, express or implied, on behalf of the other.
10.6 No Assignment. The Agreement is not assignable, transferable or sublicensable by Customer except with AiDock’s prior written consent but may be assigned by AiDock without restriction; provided, however, that Customer may assign all Order Forms, and this Agreement without such consent to an affiliate or any other entity in connection with a reorganization, merger, consolidation, acquisition, or other restructuring involving all or substantially all of Customer’s voting securities or assets
10.7 Electronic Communications. Customer consents to receive communications from AiDock by email in accordance with this Agreement and applicable law. Customer acknowledges and agrees that all agreements, notices, disclosures and other communications that Aidock provides to Customer electronically will satisfy any legal requirement that such communications be in writing.
10.8 Notices. All notices permitted or required under this Agreement, unless specified otherwise in this Agreement, must be sent in writing as follows in order to be valid: (i) if to Customer, via email to the address associated with Customer’s account, and (ii) if to AiDock, firstname.lastname@example.org. Notices will be deemed given (a) if to Customer, when emailed, and (b) if to AiDock, on receipt by AiDock.
10.9 Waiver. No waiver of any terms will be deemed a further or continuing waiver of such term or any other term. AiDock’s failure to assert a right or provision under this Agreement will not constitute a waiver of such right or provision.
10.10 Further Assurances. Customer agrees to execute a hard copy of this Agreement and any other documents, and to take any actions at our expense that Aidock may request to confirm and effect the intent of this Agreement and any of Customer rights or obligations under this Agreement.
10.11 Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
10.12 Contact. Feel free to contact us through https://aidock.net/company/contact-us/ with any questions about these Terms.