Privacy Policy

ionir Privacy Policy (“Privacy Policy”)

IMPORTANT: BY USING IONIR INC.’S (“COMPANY” OR “WE“) PROPRIETARY SOFTWARE SOLUTION (“SERVICES“) YOU (“YOU“) CONSENT TO THE TERMS AND CONDITIONS OF THIS PRIVACY POLICY AND CONSENT THAT ALL PII (DEFINED BELOW) THAT YOU SUBMIT OR THAT IS PROCESSED OR COLLECTED THROUGH OR IN CONNECTION WITH YOUR USE OF THE SERVICES WILL BE PROCESSED BY THE COMPANY AND ITS AFFILIATES IN THE MANNER AND FOR THE PURPOSES DESCRIBED IN THE FOLLOWING PRIVACY POLICY.

 

Company is a controller of the PII it processes in relation to its customers (i.e. users of the Services), vendors, service providers or partners.

 

YOU ARE NOT LEGALLY REQUIRED TO PROVIDE US WITH PII, HOWEVER, USE OF THE SERVICES REQUIRES THAT YOU PROVIDE PII. IF YOU CHOOSE TO WITHHOLD ANY PII REQUIRED IN RESPECT THEREOF, IT WILL NOT BE POSSIBLE FOR YOU TO USE THE SERVICES. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN PLEASE DO NOT USE THE SERVICES.

 

PII” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

 

We recognize that privacy is important. This Privacy Policy applies to all of the services, information, tools, features and functionality available on the Services offered by the Company or its subsidiaries or affiliated companies and covers how PII that the Company collects and receives, including in respect of any use of the Services, is treated. If you have any questions about this Privacy Policy, please feel free to contact us at: privacy@ionir.com.

1. Information We Collect and How We Use It.

Summary: We collect personal data about the users of the Services. We also collect personal data included in publicly available sources.

 

We use PII to provide and improve our Services, and to meet our contractual, ethical and legal obligations.

 

In order to provide and operate our Services and provide services in connection therewith, we collect and process PII, including the following types of information:

 

  • Your Information. When you register to use the Services we ask you to provide PII, including: name, phone number and email address and employment information.
  • Third Parties. We sometimes supplement the PII with information that is received from third parties.
  • Usage Information. When you use the Services, we automatically receive and record information from your browser, including without limitation information and statistics about your online/offline status, your IP address, geolocation data (including country and city), browser identifiers, internet service provider, connection speed, search history, type of browser, your regional and language settings and software and hardware attributes. Our systems automatically record and store technical information regarding the method and nature of your use of the Services. An IP address is a numeric code that identifies your browser on a network, or in this case, the Internet. Your IP address is also used to gather broad demographic information. The Company uses all of the PII identified in this Section in order to understand the usage trends and preferences of our users, including recent visits to our Services and how you move around different sections of our Services for analytics purposes and in order to make our Services more intuitive.
  • User Communications. When you send emails or other communications to the Company, we retain those communications in order to process your inquiries, respond to your requests and improve our Services. We will send you newsletters and promotional communications, you may opt-out of the list at any time by following the instructions in the promotional communication.
  • Aggregate and Analytical Data. In an ongoing effort to better understand and serve the customers of the Services, we may conduct research on its customer demographics, interests and behavior based on the PII and other information provided to us. This research may be compiled and analyzed on an aggregate basis, and we may share this aggregate data with its affiliates, agents, suppliers and business partners. This aggregate information does not identify you personally. We may also disclose aggregated user statistics in order to describe our services to current and prospective business partners, and to other third parties for other lawful purposes. We also use aggregate data for monetization.

2. Cookie Information

Summary: We use cookies, pixels and similar technologies on our Services. You can disable cookies but then your online experience on our Services will be limited.

 

In order to collect the data described herein we use temporary cookies that remain on your browser for a limited period of time. We also use persistent cookies that remain on your browser until the Company’s Services are removed, in order to manage and maintain the Services and record your use of the Services. Cookies by themselves cannot be used to discover the identity of the user. A cookie is a small piece of information which is sent to and stored on your browser. Cookies do not damage your browser. Most browsers allow you to block cookies but you may not be able to use some features on the Services if you block them. You may set most browsers to notify you if you receive a cookie (this enables you to decide if you want to accept it or not). We also use third party cookies such as Google and Linkedin. We also use web beacons via the Services to collect information. Web beacons or “gifs”, are electronic images that are used in our Services or in our emails. We use Web beacons to deliver cookies, count visits and to tell if an email has been opened and acted upon.

 

  • Links to other services, sites and applications are provided by the Company as a convenience to our users. The Company is not responsible for the privacy practices or the content of other sites and applications and you visit them at your own risk. This Privacy Policy applies solely to PII collected by us.
  • If you are a child under the age of 18, you must obtain parental consent prior to using our Services. The Company will not knowingly contact or engage with children under the age of 18 without said parental consent. If you have reason to believe that a child has provided us with their PII, please contact us at the address given above and we will endeavor to delete that PII from our databases.

3. Information Sharing

Summary: We transfer your PII to third parties who assist us in providing the Services. We have a contract with those third parties to govern their processing on our behalf. We may also transfer PII to comply with any obligations by which we are bound or to an investor or in connection with a merger or acquisition or similar transaction.

 

As part of providing the Services our affiliates, agents, representatives and service providers will have access to your PII. We require these parties to process such information in compliance with this Privacy Policy and subject to security and other appropriate confidentiality safeguards. The Company will also share PII in the following circumstances: (a) as required for providing the Services; (b) for maintenance and improvement of the Services; (c) if we become involved in a reorganization, merger, consolidation, acquisition, or any form of sale of some or all of our assets, with any type of entity, whether public, private, foreign or local; and/or (d) to satisfy applicable law or prevention of fraud or harm or to enforce applicable agreements and/or their terms, including investigation of potential violations thereof.

 

  • Data Security. We follow generally accepted industry standards to protect against unauthorized access to or unauthorized alteration, disclosure or destruction of PII. However, no method of transmission over the Internet, or method of electronic storage, is 100% secure. Therefore, while we strive to use commercially acceptable means to protect your PII, we cannot guarantee its absolute security. We retain your PII only for as long as reasonably necessary for the purposes for which it was collected or to comply with any applicable legal or ethical reporting or document retention requirements.

4. Data Retention

Summary: We retain PII only for as long as necessary to meet our legal and ethical obligations, which for different types of PII will be different periods.

 

  • Company will retain PII in accordance with its record retention policy. PII associated with the users of the Services will be retained until requested to be deleted. Company performs periodic reviews of its databases, and have established specific time limits for data retention, based on the criticality of the PII and the purposes of the data processing. We will also retain PII to meet any audit, compliance and business best-practices.
  • Personal Data that is no longer retained will be anonymized or deleted. Non-personal, non-identifiable, metadata and statistical information concerning the use of our Services are retained by Company indefinitely. Some PII may also be retained on our third-party service providers’ servers until deleted in accordance with their privacy policy and their retention policy.
  • Data Integrity. The Company processes PII only for the purposes for which it was collected and in accordance with this Privacy Policy or any applicable service agreements. We review our data collection, storage and processing practices to ensure that we only collect, store and process the PII needed to provide or improve our Services. We take reasonable steps to ensure that the PII we process is accurate, complete, and current, but we depend on our users to update or correct their PII whenever necessary. Nothing in this Privacy Policy is interpreted as an obligation to store information, and we may, at our own discretion, delete or avoid from recording and storing any and all information.
  • Rights of Data Subjects.
    • Right of Access and Rectification. Data subjects have the right to know what PII we collect about them and to ensure that such data is accurate and relevant for the purposes for which we collected it. We allow data subjects the option to access and obtain a copy of their PII and to rectify such PII if it is not accurate, complete or updated. However we may first ask data subjects to provide us certain credentials to permit us to identify their PII.
    • Right to Delete PII or Restrict Processing. Data subjects have the right to delete their PII or restrict its processing. We may postpone or deny such requests if the PII is in current use for the purposes for which it was collected or for other legitimate purposes such as compliance with legal obligations.
    • Right to Withdraw Consent. Data subjects have the right to withdraw their consent to the processing of their PII. Exercising this right will not affect the lawfulness of processing the PII based on consent obtained before its withdrawal.
    • Right of Data Portability. Where technically feasible, data subjects have the right to ask to transfer their PII in accordance with their right to data portability, if required pursuant to applicable law. Data subjects may exercise the above rights by sending a request to privacy@ionir.com.
    • Right to Lodge Complaint. Data subjects also have the right to lodge a complaint with a data protection supervisory authority regarding the processing of their PII.

 

  • The Company regularly reviews its compliance with this Privacy Policy. Please feel free to direct any questions or concerns regarding this Privacy Policy or our treatment of PII by contacting us as provided above. When we receive formal written complaints it is the Company’s policy to contact the complaining user regarding his or her concerns. We will cooperate with the appropriate regulatory authorities, including local data protection authorities, to resolve any complaints regarding the transfer of PII that cannot be resolved between the Company and an individual.
  • Changes to This Privacy Policy. The Company may update this Privacy Policy. We will notify you about significant changes in the way we treat PII by sending a notice to the email address provided by you or by placing a prominent notice on the Services. We encourage you to periodically review this Privacy Policy for the latest information about our privacy practices.
  • Legal Justification and Consent To Processing. By providing any PII to us pursuant to this Privacy Policy, all users, including, without limitation, users in the United States, Israel and member states of the European Union, fully understand and unambiguously consent to this Privacy Policy and to the collection and processing of such PII abroad. The server on which the Services are hosted and/or through which the Services are processed may be outside the country from which you access the Services and may be outside your country of residence. Some of the uses and disclosures mentioned in this Privacy Policy involve the transfer of your PII to various countries around the world that may have different levels of privacy protection than your country and will be transferred outside of the European Economic Area. If there is a transfer of your PII outside the EEA we will, in the absence of an EC Adequacy decision relevant to the destination country or to the transfer, seek to rely on appropriate safeguards such as entering into appropriate EC approved standard contractual clauses (see http://ec.europa.eu/justice/data-protection/international-transfers/transfer/index_en.htm). By submitting your PII through the Services, you consent, acknowledge, and agree that we will collect, use, transfer, and disclose your PII as described in this Privacy Policy.
  • Questions. If you have any questions about this Privacy Policy or concerns about the way we process your PII, please contact us at privacy@ionir.com. If you wish to delete all information regarding your use of the Services, please contact us at: privacy@ionir.com.
    Last Date Updated: April 28, 2021.

ionir Privacy Policy

Last Updated: February 2, 2021

 

This privacy policy (“Privacy Policy”) governs how we, ionir Ltd. and its affiliates (“ionir” “we”, “our” or “us”) use, collect and store information pertaining to you (“User”, “you”), for example in the following use cases:

 

When you make use of our website, www.ionir.com (“Website”);

 

When you commence direct communications with us;

 

When you submit your resume for one of the positions offered on our Website;

 

When you submit your contact information for ionir’s platform demo request on our Website;

 

When you submit your name and e-mail to subscribe our Blog; or

 

When you exchange business cards with us, or provide other Personal data when attending a marketing event or trade show; and

 

We greatly respect your privacy, which is why we make every effort to provide a platform that would live up to the highest of user privacy standards. Please read this Privacy Policy carefully, so you can fully understand our practices in relation to Personal Data. “Personal Data” means any information that can be used, alone or together with other data, to uniquely identify any living human being.

 

This Privacy Policy may be updated from time to time and therefore we ask you to check back periodically for the latest version of the Privacy Policy, as indicated below. If there will be any significant changes made to the use of your Personal Data in a manner different from that stated at the time of collection, we will notify you by posting a notice on our Website or by other means.

What personal data we coliect, why we coliect it, and how it is used

Personal Data We Collect

Why is the data collected and for what purposes?

Legal basis

Third Parties with whom we Share your Data

Period of Storage

Consequences of not providing the data

  • First name

  • Last name

  • Email

  • Phone number

  • Job title

  • Info collected via 3rd party syndication programs,


To enable marketing and sales communications with you

 

 

Our legitimate interests, where we have a relevant and appropriate relationship with you, or, if no such relationship exists, consent

WordPress (US)


 


Copper (US)

Until you choose to unsubscribe, as soon as reasonably practicable.

 

We will be unable to provide information about new and existing services, helpful advice, offers, etc.
  • First name

  • Last name

  • Email

  • Phone number

  • Job title


 

When you commence direct communications with us, for example through the ‘Contact Us’ tab on the Website.

Necessary to perform a contract or take steps, at your request, to enter into a contract

For as long as reasonably necessary to respond to your inquiry

We will not be able to respond to your inquiry.

When you send us a request for ionir platform demo on the Website.

Necessary to perform a contract or take steps, at your request, to enter into a contract.

For as long as reasonably necessary to respond to your inquiry related to the platform demo

 

We will not be able to provide you with a platform demo.
  • Cookies


 

When you use our Website, we will collect and receive information collected from cookies implemented by third parties, in order to improve our Website and target you relevant with marketing campaigns on social media or by email.

 

Consent.

 

If you choose to opt out, as soon as reasonably practicable, and within a maximum of 30 days.

 

We will not be able to improve our Website, or provide you with content and offers which may be of interest to you.
  • First name

  • Last name

  • Email

  • Phone number

  • Resume


When you choose to upload your resume, or link your LinkedIn profile, so we can get in touch with you with, regarding job offers that we find you suitable.

 

Necessary to perform a contract or take steps to enter into a contract with you.

 

Until you choose to be removed, then as soon as reasonably practicable

 

 

We will not be able to contact you in relation to your application.

 

How we protect and store your information

  • We have implemented appropriate technical, organizational and security measures designed to reduce the risk of accidental destruction or loss, or the unauthorized disclosure or access to such information appropriate to the nature of the information concerned. However, please note that we cannot guarantee that the information will not be exposed as a result of unauthorized penetration to our servers. Nevertheless, we make commercially reasonable efforts to make the collection and security of such information consistent with this Privacy Policy and all applicable laws and regulations. As the security of information depends in part on the security of the computer, device or network you use to communicate with us and the security you use to protect your user IDs and passwords, please make sure to take appropriate measures to protect this information.
  • Retention of your Personal Data. In addition to the retention periods mentioned in Section 1 above, in some circumstances we may store your Personal Data for longer periods of time, for example (i) where we are required to do so in accordance with legal, regulatory, tax or accounting requirements, or (ii) for us to have an accurate record of your dealings with us in the event of any complaints or challenges, or (iii) if we reasonably believe there is a prospect of litigation relating to your Personal Data or dealings.

How we share your personal information

In addition to the recipients described in Section 1, we may share your information as follows:

 

To the extent necessary, with regulators, to comply with all applicable laws, regulations and rules, and requests of law enforcement, regulatory and other governmental agencies or if required to do so by court order;

 

If, in the future, we sell or transfer some or all of our business or assets to a third party, we will (to the minimum extent required) disclose information to a potential or actual third-party purchaser of our business or assets, or in the event of bankruptcy or a comparable event, we reserve the right to transfer or assign Personal Data in connection with the foregoing events.

 

Where you have provided your consent to us using the Personal Data (e.g., where you provide us with marketing consents or opt-in to optional additional services or functionality).

Additional information regarding transfers of personal informaton

We ensure transfers within the ionir group will be covered by an agreement entered into by members of the ionir group (an intra-group agreement) which contractually obliges each member to ensure that Personal Data receives an adequate and consistent level of protection wherever it is transferred to;

 

Where we transfer your Personal Data outside of ionir, for example to third parties who help provide our products and services, we will obtain contractual commitments from them to protect your Personal Data. Some of these assurances are well recognized certification schemes like the EU – US Privacy Shield for the protection of Personal Data transferred from within the EU to the United States; or

 

Where we receive requests for information from law enforcement or regulators, we carefully validate these requests before any Personal Data is disclosed.

Your rights

The following rights (which may be subject to certain exemptions or derogations), shall apply to individuals who are protected by the GDPR:

 

You have a right to access information held about you. Your right of access is normally be exercised free of charge, however we reserve the right to charge an appropriate administrative fee where permitted by applicable law;

 

You have the right to request that we amend any Personal Data we hold that it is inaccurate or misleading.

 

You have the right to request the erasure of the Personal Data that relates to you. Please note that there may be circumstances in which we are required to retain your data, for example for the establishment, exercise or defense of legal claims;

 

The right to object to or to request restriction of the processing. However, there may be circumstances in which we are legally entitled to refuse your request;

 

The right to data portability. This means that you may have the right to receive your Personal Data in a structured, commonly used and machine-readable format, and that you have the right to transmit that data to another controller;

 

You have the right to object to profiling;

 

You have a right to lodge a complaint with your local data protection supervisory authority (i.e., your place of habitual residence, place or work or place of alleged infringement) at any time. We ask that you please attempt to resolve any issues with us before you contact your local supervisory authority

 

The right to withdraw your consent. Please note that t there may be circumstances in which we are entitled to continue processing your data, in particular if the processing is required to meet our legal and regulatory obligations.

 

You also have a right to request details of the basis on which your Personal Data is transferred outside the European Economic Area, but you acknowledge that data transfer agreements may need to be partially redacted for reasons of commercial confidentiality.

 

You can exercise your rights by contacting us at dataprivacy@ionir.com. Subject to legal and other permissible considerations, we will make every reasonable effort to honor your request promptly or inform you if we require further information in order to fulfil your request. When processing your request, we may ask you for additional information to confirm your identity and for security purposes, before disclosing the Personal Data requested to you. We reserve the right to charge a fee where permitted by law, for instance if your request is manifestly unfounded or excessive.

 

In the event that your request would adversely affect the rights and freedoms of others (for example, would impact the duty of confidentiality we owe to others) or if we are legally entitled to deal with your request in a different way than initial requested, we will address your request to the maximum extent possible, all in accordance with applicable law.

Us privacy provisions

California Civil Code Section 1798.83 (and other, similar state statutes) permits our customers who are California residents (or residents of states with similar statutes) to request certain information regarding our disclosure of Personal Data to third parties for their direct marketing purposes. To make such a request, please send an email to dataprivacy@ionir.com. Please note that we are only required to respond to one request per customer each year.

 

Our Do Not Track Notice. We do not currently respond or take any action with respect to web browser “do not track” signals or other mechanisms that provide consumers the ability to exercise choice regarding the collection of Personal Data about a User’s online activities over time and across third-party web sites or online services. We do allow third parties who provide us with analytics tools, as described in Section 1, to collect Personal Data about a User’s online activities when a User uses the Website.

 

If you are a California resident under the age of 18 and a registered user, California Business and Professions Code Section 22581 permits you to remove content or Personal Data you have publicly posted. If you wish to remove such content or Personal Data and you specify which content or Personal Data you wish to be removed, we will do so in accordance with applicable law. Please be aware that after removal you will not be able to restore removed content. In addition, such removal does not ensure complete or comprehensive removal of the content or Personal Data you have posted and that there may be circumstances in which the law does not require us to enable removal of content

Use by children

We do not offer our products or services for use by children. If you are under 18, you may not use the Website, or provide any information to the Website without involvement of a parent or a guardian. We do not knowingly collect information from, and/or about children.

Contact us

If you have any questions, concerns or complaints regarding our compliance with this notice and the data protection laws, or if you wish to exercise your rights, we encourage you to first contact us at dataprivacy@ionir.com.

End user license agrement

PLEASE READ THESE TERMS CAREFULLY. BY CLICKING “ACCEPT,” ACCESSING, DOWNLOADING INSTALLING OR OTHERWISE USING IONIR INC. (THE “COMPANY“)’S SOFTWARE SOLUTION IDENTIFIED IN THE ORDER (AS DEFINED BELOW) (THE “SOLUTION”), YOU (“YOU”) ACKNOWLEDGE AND AGREE TO ALL OF THE TERMS OF THIS END USER LICENSE AGREEMENT (“AGREEMENT“). YOU ALSO CONFIRM AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THE ENTITY ON WHOSE BEHALF YOU ARE ACCEPTING, DOWLOADING, INSTALLING OR OTHERWISE USING THE SOLUTION. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT CLICK “ACCEPT,” ACCESS, DOWNLOAD, INSTALL OR USE THE SOLUTION.

 

Company may unilaterally change or add to the terms of this Agreement at any time. In the event of a material change, Company shall notify you either by email or by means of a prominent notice on Company’s website available at: [please complete]. You should check our website periodically and review changes to this Agreement. By continuing to use the Solution following such modifications, you agree to be bound by such modifications.

 

1. License Grant and Restrictions.

1.1 License. Subject to the terms and conditions of this Agreement and the terms and conditions of an order signed by both parties (the “Order“), the Company hereby grants you during the applicable subscription term specified in the Order, and you accept, a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable and fully revocable license to either: (i) use the Solution during the Term internally, solely for its intended purposes and in accordance with the terms of this Agreement and with any specific use limitations specified in the Order; or to (ii) use the Solution during the Term for the sole purpose of your internal trial use and evaluation of the Solution. All rights in the Solution are expressly reserved by the Company and its licensors.

 

1.2 Prohibited Uses. You shall not, directly or indirectly: (i) use, modify, incorporate into or with other software, or create a derivative work of any part of the Solution; (ii) sell, resell, license (or sub-license), lease, assign, transfer, pledge, or share your rights under this Agreement with or to anyone else; (iii) copy or reproduce, distribute or publish the Solution; (iv) use or permit the Solution to be used to perform services for third parties, whether on a service bureau or time sharing basis or otherwise; (v) disclose, publish or otherwise make publicly available the results of any benchmarking of the Solution, or use such results for your own competing software development activities; (vi) modify, disassemble, decompile, reverse engineer, revise or enhance the Solution or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the Solution; (vii) remove or otherwise alter any of the Company’s trademarks, logos, copyrights, notices or other proprietary notices or indicia, if any, fixed or attached to the Solution; (viii) ship, transfer, or export the Solution or use the Solution in any manner that is prohibited by law, including without limitation, to sell, distribute, download or export the Solution: (a) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Sudan, Lebanon or Syria, (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals, (c) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. or Israeli government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval, or (d) otherwise in violation of any export or import restrictions, laws or regulations of the U.S. or Israel or any foreign agency or authority. You agree to the foregoing and warrant that you are not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list; (ix) exceed any use limitations or other restrictions which are specified in the Order; (x) contest Company’s Intellectual Property Rights (as defined below) to the Company IPR (as defined below); (xi) place the Solution onto a server so that it is accessible via a public network or use the Solution for service bureau purposes; (xii) utilize the Solution including without limitation any related point of presence, servers and network, in any way which will result in the violation or circumvention of any applicable laws or regulations including, without limitation, those enforcing censorship, privacy, government authority restrictions or other; (xiii) use the Solution for any purpose other than as permitted by this Agreement; (xiv) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Solution, such as features that restrict or monitor use of the Solution; or (xv) cause or permit any third party to do any of the foregoing. You are solely responsible for acquiring and maintaining all of the hardware, software and services necessary to access and make use of the Solution, including without limitation paying all fees and other costs related to internet access, server or cloud account subscription and maintenance.

 

1.3 Lawful Use: You hereby declare and agree that you shall only use the Solution in a manner that complies with all applicable laws in the jurisdiction in which you use the Solution, including, but not limited to, applicable restrictions concerning the protection of privacy and intellectual property, including copyrights and any other intellectual property rights.

 

2. Consideration. The consideration for the license granted hereunder, will be in accordance with the payment terms, subscription and licensing plans and license metrics specified in the Order. Unless otherwise specified in the Order, (i) you will pay all amounts due under this Agreement in U.S. Dollars, and (ii) all amounts invoiced hereunder are due and payable within thirty (30) days of the date of the invoice. All amounts payable under this Agreement are exclusive of sales, use, value-added, withholding, and other taxes and duties. You shall pay all taxes and duties assessed in connection with this Agreement by any authority. If any such tax or duty has to be withheld or deducted from any payment under this Agreement, you shall gross-up the payment under this Agreement by such amount to ensure that after such withholding or deduction the Company shall receive an amount equal to the payment otherwise required. All payments not made when due shall bear interest at the rate of 1.5% per month, or at the highest interest rate allowed by law, whichever is less, from the due date until paid.

 

3. Confidentiality. You may have access to certain non-public or proprietary information or materials of Company whether in tangible or intangible form (“Confidential Information“). Without derogating from the foregoing, the Solution and terms of the Order shall be deemed as Confidential Information. You shall use the Confidential Information solely for the purpose of performing your obligations and/or exercising your rights under this Agreement and you shall not disclose or make available the Confidential Information to any third party, except to your employees that have a need to know such information and that are bound by obligations at least as protective as provided herein. You shall take measures at a level at least as protective as those taken to protect your own confidential information of like nature (but in no event less than a reasonable level) to protect the Confidential Information. You will promptly notify Company in writing in the event of any actual or suspected unauthorized use or disclosure of any Confidential Information.

 

4. Title & Ownership; Anonymous Data. The Solution and the related documentation are licensed and not sold. The Company and/or its licensors or designees are and shall retain all right, title, interest and ownership of all Intellectual Property Rights in and to the Solution and related documentation and Confidential Information as well as any modifications, improvements and derivatives thereof (“Company IPR“). “Intellectual Property Rights” means any and all right, title and interest in and to patents, inventions, discoveries, copyrights, works of authorship, trade secrets, trademarks, service marks, trade dress, technical information, data, know-how, show-how, designs, drawings, utility models, topography and semiconductor mask works, specifications, formulas, methods, techniques, processes, databases, software, code, algorithms, architecture, records, documentation, and other similar intellectual or industrial property, in any form and embodied in any media, whether capable of protection or not, whether registered or unregistered, and including all applications, registrations, renewals, extensions, continuations, divisions or reissues thereof. This Agreement does not convey to you an interest in or to the Company IPR but only a limited revocable right to use the Solution in accordance with the terms of this Agreement. Nothing in this Agreement constitutes a waiver of the Company IPR under any law and you undertake not to contest Company’s ownership in the Company IPR. If you contact the Company with feedback data (e.g. questions, comments, ideas, suggestions or the like) regarding the Solution (collectively, Feedback”) such Feedback shall be deemed Company IPR. Company may, at no cost, freely use such Feedback, for any purpose whatsoever and you hereby assign all right, title and interest in and to all Feedback to Company upon creation thereof.
The Company may collect, disclose, publish, store and use in any other manner any anonymous and non-identifiable information which is derived from your use of the Solution (Anonymous Information“), in order to provide and improve the Company’s Solution and related services and for any business purposes. The Company is and shall remain the owner of the Anonymous Information which shall be deemed Company IPR.

 

5. Disclaimer of Warranty.

5.1 THE SOLUTION IS PROVIDED “AS IS”, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, SECURITY AND NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOLUTION REMAINS WITH YOU.

 

5.2 COMPANY DOES NOT WARRANT THAT THE SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE; OR THAT ERRORS/BUGS ARE REPRODUCIBLE OR THAT ERRORS/BUGS ARE REPAIRABLE AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOLUTION IN TERMS OF THEIR CORRECTNESS, USEFULNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU SHALL BE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE ARE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF ANY USE OF OR RELIANCE UPON THE SOLUTION AND FOR VERIFYING ANY OUTPUT RESULTING FROM USE OF THE SOLUTION.

 

6. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) THE COMPANY AND/OR ITS AFFILIATES, SHAREHOLDERS, SUPPLIERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES AND/OR LICENSORS (COLLECTIVELY, “AFFILIATES”) SHALL NOT BE LIABLE WHETHER UNDER CONTRACT, TORT OR OTHERWISE, TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO, ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOSS OF BUSINESS, LOSS OF BUSINESS OPPORTUNITIES, LOST PROFITS OR GOODWILL, BUSINESS INTERRUPTION AND/OR LOST OR DAMAGED DATA OR DOCUMENTATION), SUFFERED BY ANY PERSON OR ENTITY, INCLUDING WITHOUT LIMITATION ARISING FROM AND/OR RELATED WITH AND/OR CONNECTED TO THE SOLUTION PROVIDED BY THE COMPANY (IF ANY) AND/OR ANY USE OF OR INABILITY TO USE THE SOLUTION PROVIDED BY THE COMPANY (IF ANY), EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL THE COMPANY’S AND ITS AFFILIATES’ TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FROM ALL CLAIMS OR CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED THE TOTAL PAYMENTS ACTUALLY MADE TO THE COMPANY FOR THE SOLUTION, IF ANY, DURING THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO THE CLAIM. [Acceptable?]

 

7. Indemnification. You agree to defend, indemnify and hold Company and anyone on its behalf, including but not limited to, all of its owners, managers, officers, affiliates, employees, licensors and suppliers harmless against any losses, expenses, costs, claims, damages (including attorneys’ fees, expert fees’ and other costs of litigation) arising from, incurred as a result of, or in any manner related to: (i) your use of the Solution; or (ii) any breach of this Agreement.

 

8. Third Party Software. The Solution may use or include third party software, files and components that are subject to open source and third party license terms available at: [please complete] (“Third Party Components“). Your right to use such Third Party Components as part of, or in connection with the Solution 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 this Agreement, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. You hereby agree to such terms associated with the Third Party Components.

 

9. Audit. Company may at its expense audit your use of the Solution. Any such audit shall either be conducted by means of remote access or on-site during regular business hours at and shall not unreasonably interfere with your business activities.

 

10. Term and Termination. The term of this Agreement shall be as set forth in the Order and may be terminated earlier in accordance with this Section (“Term”). Company may terminate this Agreement at any time for convenience upon written notice to you within one (1) day after the date of written notice thereof. Without derogating from the foregoing, the Company may terminate this Agreement immediately without notice if you fail to comply or breach any provision of this Agreement. Upon expiration or termination of this Agreement: (i) the license granted to you in this Agreement shall expire and you, upon termination, shall discontinue all further use of the Solution; (ii) you shall promptly remove the Solution from all hard drives, networks and other storage media and destroy all copies of the Solution in your possession or under your control; (iii) any sums paid by you until the date of termination are non-refundable, and you shall not be relieved of your duty to discharge in full all due sums owed by you to the Company under this Agreement, which sums shall become immediately due and payable on the date of termination of the Agreement; and (iv) you shall, at Company’s election, erase or return to Company all Confidential Information in your possession or under your control. Sections 1.2 and 2-11 shall survive any termination of this Agreement.

 

11. Privacy. The Company’s privacy practices are governed by Company’s Privacy Policy available at: [please complete], which is an integral part of this Agreement.

 

12. Miscellaneous. This Agreement shall be construed and governed in accordance with the laws of the State of Delaware, USA and the competent courts of Delaware, USA shall have exclusive jurisdiction in any conflict or dispute arising out of this Agreement. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This Agreement represents the complete agreement concerning the license granted herein and the subject matter hereof. To the extent any conflict arises between the terms and conditions of this Agreement and those contained in the Order, the terms and conditions contained in this Agreement shall prevail. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. Company shall not be liable for any delay or failure to perform any of its obligations under this Agreement to the extent such failure is caused by circumstances beyond its reasonable control, including without limitation, acts of God, civil disturbances, earthquakes, natural disasters, epidemics, pandemics, acts or orders of government, acts of terrorism or war or other similar events. You may not assign your rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign or transfer its rights and/or obligations under this Agreement without restriction or notification.

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