Terms Of Use

Last updated – April 24th 2022​

TERMS OF USE

These Terms of Use (“Terms”) are a legally binding agreement between Space Time Media Ltd. (“Company”, “we” or “us”) and yourself (“Customer” or “you”), which govern your use of the service offered to you by Company (“Service”).

By clicking on the “I Agree” or such similar button provided by Company prior to accessing the Service and/or by otherwise accessing and/or using the Service, you represent that you have read, understood, accepted and agreed to be bound by these Terms. If you do not agree to these Terms, do not use the Service. Please note that the term “you” also includes any company/corporation or other entity/organization on whose behalf you are accepting these Terms, to the extent applicable. If you do not have the requisite authority, you may not accept these Terms and/or use the Service on behalf of any company or other entity/organization.

You declare that by acceptance of these Terms and/or by using the Service you are of legal age to form a binding contract with Company, and in any case, at least 18 years of age. If the Service or any part thereof are determined to be illegal under the laws of the country in which you are situated, you shall not be granted any right or license to use the Service and must refrain from using the Service. Further, the Service is intended for use by persons and entities that are of legal capacity to create a binding legal agreement and who are not barred from use of the Service or any part thereof or receipt of the Service or any part thereof, under any applicable laws, including but not limited to sanctions laws of the United States, Israel, or any other applicable jurisdiction (“Legal Capacity”). You may not use the Service or any part thereof if you are not of Legal Capacity (e.g. you may not use the Service or any part thereof if you are working on behalf of a Specially Designated National (SDN) or a person subject to similar prohibitions administered by a Unites States government agency). Please be aware that we are not and shall not be held liable for any breach of this requirement.

 

  1. The Service.

1.1  Subject to Customer’s compliance with the terms and conditions of these Terms and payment of all applicable fees, Company agrees to provide Customer with the Service.

1.2  Customer shall provide Company with such assistance and information, as shall be reasonably required for the provision of the Service.

1.3  Company shall make commercially reasonable efforts to ensure that the Service will be accessible and functional on a continuous basis, with the exception of scheduled maintenance periods. The foregoing notwithstanding, Customer acknowledges and agrees that the Service may be inaccessible or inoperable at any time and for any reason, including without limitation due to equipment malfunctions, unscheduled maintenance or repairs, or causes that are beyond Company’s reasonable control or not reasonably foreseeable by Company, including without limitation interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.

If the Service becomes inaccessible or is not fully functional, other than due to scheduled maintenance, Company shall have qualified personnel respond within regular business hours and endeavor to remedy such unavailability or failure of functionality.

1.4  In using the Service, Customer shall adhere to all applicable laws regarding the transmission and distribution of information or material over the Internet and will otherwise adhere to generally accepted standards of Internet usage.

1.5  Customer’s use of the Service is limited to that specifically and explicitly permitted in these Terms. Customer will not, and will not allow, permit, or assist any third party: (i) to attempt to discover any source code or underlying ideas or algorithms of the Service and/or (ii) sell, provide, lease, rent, lend, license, assign, delegate, or otherwise transfer or use or allow others to transfer or use the Service for the benefit of any third party.

1.6  Customer shall include on its website(s) on which the Service is installed, a privacy policy which shall include authorization and approval by Customer’s end users, sufficient for Company to collect, store and use their information (including personal information) (collectively, the “User Information”), solely as necessary for the provision of the Service. Customer shall further ensure that all User Information provided to Company for the purpose of provision of the Service, is being provided in full compliance with all applicable laws, rules and regulations, related to transfer of user data (including the GDPR). Customer agrees to hold Company and its affiliates, employees, consultants, directors, managers and officers, harmless from, and indemnify them against any claim by Customer’s end users which arises due to non-compliance by Customer with the provisions of this Section 1.6.

         Any and all User Information, as well as other personal information Customer provides to Company, will be held and used in accordance with Company’s Privacy Policy available at [https://nowdialogue.com/privacy-policy/] which constitutes an integral part of these Terms and is incorporated herein by way of reference.

1.7  To the maximum extent allowed under applicable law, Customer hereby grants Company a non-exclusive, worldwide, royalty-free license to store, host, display and otherwise use such User Information as necessary for provision of the Service in accordance with these Terms.

  1. Representations.

2.1   Each party represents and warrants to the other that it has full legal capacity to enter into the engagement hereunder, and that the performance of any and all of such party’s undertakings and obligations hereunder, is not and will not constitute any breach or violation of any contract, law, rule or regulation, by which such party is bound or to which such party is subject.

2.2   Customer hereby represents and warrants that (i) it shall only use the Service in full compliance with all applicable laws, rules and regulations, and (ii) it has sufficient rights and permits to provide or make available to Company any and all User Information, and other data provided or made available by Customer in the framework of its use of the Service, in compliance with all applicable laws, rules and regulations, including without limitation, any and all applicable privacy laws, rules and regulations.

Customer shall pay Company such fees for using the Service, as applicable to Customer in accordance with the service package Customer has chosen when subscribing to the Service.

3.2   Company shall start charging Customer the applicable fee upon the later of (i) the first day after Customer has subscribed for the Service, or (ii) the first day after the end of any free trial period made available to Customer, if any (such time as applicable – “Payment Start Date”). Company is not obligated to provide any notification to Customer at such time when Company starts charging Customer in accordance with these Terms.

3.3   According to the payment format chosen by Customer when subscribing to the Service, Company shall either charge Customer the applicable monthly fee on the first day of each calendar month (beginning on the Payment Start Date) or shall charge Customer the applicable annual fee on the Payment Start Date (if an annual payment method is made available by Company at such time).

3.4  All fees are non-refundable (except as specifically set forth herein) and are net and exclusive of any taxes (including without limitation any Value Added Tax or other sales tax), customs, tariffs or other charges or fees, all of which will be added to such prices and fees and borne exclusively by Customer. In addition, notwithstanding anything to the contrary in any applicable law, no amounts shall be set off, withheld, or deducted by Customer for any reason whatsoever, from any payments due to Company hereunder, except to the minimum extent required under applicable law (unless Company has provided documentation allowing for exemption or reduction of the withheld amount, in which case Customer shall act in accordance with such documentation).

3.5  Any payments by Customer that are not paid on or before the date such payments are due under these Terms shall bear interest of 1% per month. Interest shall accrue beginning on the first day following the due date for payment and shall be compounded quarterly.

  1. Term and Termination.

4.1   These Terms and Customer’s subscription to the Service become effective upon the earlier (i) such time when Customer began using the Service, and (ii) when Customer has approved these terms as indicated in the preamble, and shall continue in effect thereafter, until terminated in accordance with the termination terms herein. Accordingly, Customer agrees that fees are due and payable to Company at all times, until Customer terminates its use of and subscription to the Service, in accordance with the terms hereof.

4.2  Termination.

4.2.1       Each party may terminate subscription to or provision of, as applicable, of the Service, by written notice to the other party of at least ten (10) days.

4.2.2       Each party may terminate subscription to or provision of, as applicable, of the Service, immediately, if the other party: (i) breaches any of its obligations, representations and/or warranties herein contained and does not cure such breach within ten (10) days of receiving written notice thereof, or (ii) becomes insolvent or makes any assignment (whether voluntary or involuntary) for the benefit of creditors or, or has any petition under bankruptcy, insolvency or administration law filed against it, which petition is not dismissed within thirty (30) days of such filing, or has a trustee, administrator or receiver appointed for a material portion of its business or assets. If a party becomes subject to any of the foregoing events it will immediately provide the other party with written notification thereof.

4.2.3      Company may immediately, temporarily or permanently, suspend the Service or terminate Customer’s subscription to the Service altogether, in addition to any other remedies that may be available to Company under these Terms and/or any applicable laws, if Company determines that Customer engages in any acts prohibited by these Terms or breaches any of its representations under these Terms (including in the preamble hereof).

4.2.4      Upon termination of Customer’s subscription to the Service, Customer shall immediately cease to use the Service. In the event Customer’s subscription to the Service has been terminated by Company under Section 4.2.1 above, Company shall refund Customer the prorated amount of fees that have been prepaid for the period during which the Service shall not be provided.

4.2.5      Upon termination of Customer’s subscription to the Service, Company will not be liable to Customer due to such termination, for compensation, reimbursement, or damages on account of the loss of prospective profits, anticipated sales, goodwill or on account of any expenditures, investments or commitments in connection with Customer’s business, or for any other reason whatsoever arising from such termination.

4.2.6      Sections 3 (“Payment and Payments Terms”), 4 (“Term and Termination”),  5 (“Intellectual Property Rights“), 6 (“Confidentiality”), 7 (“Limitation of Liability“), and 8 (“Miscellaneous“) hereof, shall survive any termination of the Service.

  1. Intellectual Property Rights.

5.1  All right, title and interest in and to the Service and all materials, including but not limited to any computer software (in object code and source code form), data or information, any know-how, methodologies, equipment, or processes, used by Company to provide the Service, including without limitation all patent, copyright, trade secret and any other proprietary rights therein, but specifically excluding the User Information, are and shall remain the sole and exclusive property of Company.

5.2  All User Information is and shall remain the sole and exclusive property of Customer and/or the respective end users, as applicable. Without derogating from Section 1.6 above, Customer hereby grants Company a non-exclusive, royalty-free, perpetual, and irrevocable, transferrable, sublicensable and assignable license to use any and all User Information, for the purpose of providing the Service.

5.3  Further, it is hereby agreed that any and all inventions, developments, source codes, improvements, mask works, trade secrets, modifications, discoveries, concepts, ideas and/or designs, including any derivative works, modifications and any proprietary information (including, without limitation, any ideas, concepts, know-how, techniques or insights which may be provided by Customer pursuant to Customer’s use of the Service), whether or not patentable or otherwise protectable, and all intellectual property rights associated therewith, which are invented, made, developed, discovered, conceived or created, in whole or in part, independently by Company, or jointly with others (including Customer), in connection to the Service and/or any other confidential or proprietary information of Company or which was provided by Company to Customer, shall be the sole and exclusive property of Company.

5.4  Customer agrees that Company may collect general, aggregated, non‑personally identifiable information regarding data about Customer’s and/or its end users’ usage of the Service (“Retained Information”), and use such information in order to perform its obligations under these Terms and provide the Service and/or to improve its products and/or services, as well as for its internal statistical or measurement purposes. In addition, any feedback, suggestions, ideas or other inputs that Customer provides to Company in connection with Service, may be freely used by Company to improve or enhance its products and, accordingly, all rights to such improvements and/or enhancements, howsoever arising, including as a result of any ideas, inputs or information provided by Customer as aforesaid, shall vest solely with Company.

  1. Confidentiality

6.1  Each party hereto agrees that all trade secrets, intellectual property, code, inventions, algorithms, schematics, reports, analysis, know-how and ideas and all other business, technical and financial information, and any other information which is of confidential or proprietary nature, it obtains from the other party, whether in tangible or in intangible form (collectively the “Confidential Information“), is the confidential and proprietary property of the party disclosing such Confidential Information. With respect to Customer, the term “Confidential Information” shall include, in addition to the above, also User Information. Except as expressly permitted herein, the receiving party (i) shall hold in strictest confidence and not use for any purpose (except as contemplated hereunder) or disclose to any party (other than employees or agents on a need-to-know basis and who are bound by confidentiality undertakings substantially similar to those herein) any Confidential Information of the disclosing party, and (ii) shall take reasonable protective measures (and in any event no less than the measures it takes to protect its own information of like importance) to safeguard such Confidential Information of the disclosing party. All Confidential Information disclosed hereunder by a party shall remain the exclusive property of the such disclosing party. Upon termination of these Terms or upon written request of a party, any and all Confidential Information of such party disclosed hereunder, including all copies or embodiments thereof, shall be promptly returned to such party or to be destroyed (and such destruction certified in writing by an authorized representative of the destroying party), provided that each party may retain copies of Confidential Information for compliance purposes or for its internal recordkeeping purposes, which copies shall continue to be subject to the confidentiality terms hereof. Notwithstanding anything to the contrary herein, Company shall not be required to delete any Retained Information.

The restrictions hereunder shall survive the termination of these Terms.

6.2  Each party acknowledges that the breach of this Section 6 would cause immediate and irreparable harm to the other party and agrees that in the event of an actual or threatened breach, said non-breaching party shall be entitled, in addition to any other available right or remedy, to obtain injunctive or other equitable relief without the necessity of proving actual damages and without the necessity of posting a bond or other security.

6.3  Information shall not be considered Confidential Information if such information, as evidenced by written records: (i) was or hereafter becomes known to receiving party prior to the disclosure by the disclosing party; (ii) was at the time of disclosure to the receiving party, or subsequently became generally available to the public through no act of receiving party; or (iii) was received by the receiving party from a third party who is not, to the best knowledge of the receiving party, in breach of an obligation of confidentiality.

6.4  A party may disclose Confidential Information of the other party if required to do so by a court or governmental authority or by applicable law or regulation, provided however, that (i) the party whose Confidential Information is being disclosed, is notified by the other party of such disclosure, to the extent not limited by law; and (ii) to the extent possible, the party whose Confidential Information is being disclosed is provided by the other party with the opportunity to oppose such disclosure or obtain a protective order.

  1. Limitations of Liability.

7.1  CUSTOMER ACKNOWLEDGES THAT THE SERVICE IS BEING PROVIDED ‘AS IS’. OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS, COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE (EVEN IF ON NOTICE OF SUCH PURPOSE), NON-INFRINGEMENT, SATISFACTORY QUALITY, THAT ANY USER INFORMATION OR OTHER CUSTOMER’S DATA AND/OR OTHER DATA STORED WITH COMPANY WILL BE SECURE OR OTHERWISE NOT LOST OR DAMAGED, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.

7.2   IT IS CLARIFIED THAT COMPANY DOES NOT GIVE ANY REPRESENTATIONS, WARRANTIES AND/OR GUARANTEES OF ANY KIND WITH RESPECT TO THE RESULTS OR OUTCOMES OF THE SERVICE, AND CUSTOMER EXPLICITLY ACKNOWLEDGES THAT ANY USE OF AND/OR RELIANCE ON THE SERVICE IS MADE ON CUSTOMER’S SOLE RISK AND RESPONSIBILITY.

7.3  IN NO EVENT SHALL COMPANY OR ANYONE ON ITS BEHALF BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY LOSS OF ACTUAL OR ANTICIPATED REVENUE, CUSTOMERS, BUSINESS, GOODWILL, SAVINGS, PROFITS OR LOST DATA, IN CONNECTION WITH THESE TERMS AND THE SERVICE TO BE PROVIDED HEREUNDER, REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL THE TOTAL AND AGGREGATE LIABILITY OF COMPANY FOR ANY CLAIM UNDER ANY CAUSE OF ACTION IN CONNECTION WITH THE SERVICE, EXCEED THE AGGREGATE AMOUNT OF FEES ACTUALLY PAID TO COMPANY BY CUSTOMER FOR THE SERVICE IN THE 12 MONTHS PRECEDING SUCH CLAIM.

  1. Miscellaneous.

8.1  These Terms shall be governed by, interpreted and enforced in accordance with the laws of the State of Israel, without regard to its conflict of law principles. All actions, suits or proceedings under or related to these Terms shall be subject to the exclusive jurisdiction of the competent courts of Tel-Aviv, to the exclusion of all other jurisdictions and the parties irrevocably waive any claim regarding Israeli courts’ international jurisdiction and/or forum non-convenient.

8.2  Company may use data and information collected by Company in the framework of providing the Service to Customer, for Company’s marketing purposes, subject to Customer’s prior approval. Each case study and/or published information must be approved separately by Customer.

8.3  Notwithstanding the foregoing, Customer allows Company to use Customer’s name and logo for the purpose of indicating Customer as being a customer of Company and user of the Service, in Company’s marketing materials and publications.

8.4  All notices permitted or required hereunder shall be in writing and shall be sent by email, if to Company to [email protected], and if to Customer, to the email address provided by Customer when subscribing to the Service; or at any other email address as either party may specify in writing. Any such notice will be deemed as being received on the date of transmission of email, unless given not on a business day (i.e. – a day when banks in Israel are open for business), in which case such notice shall be deemed as being given on the next business day.

8.5  Any rights and obligations of Customer may not be assigned without the prior written consent of Company. Company may assign any of its rights and obligations to any party.

8.6 The terms and provisions herein contained, including any documents incorporated herein by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous communications, oral or written, between the parties hereto with respect to the subject matter hereof. These Terms may be amended or modified by Company at any time. If Company deems such amendment to be material, it shall notify Customer of such. Customer’s continued use of the Service shall be deemed as acceptance of any amendments and/or modification of these Terms.

8.7 If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.

8.8 Neither party shall be liable for any delay in performing its obligations (except for payment obligations) hereunder if such delay is caused by factors beyond its control, including without limitation acts of God, war, riot, fire, explosion, flood, pandemic, epidemic, earthquake or technical or technological failure beyond such party’s reasonable control (“Force Majeure“). Subject to the party so delaying promptly notifying the other party in writing of the reasons for the delay (and the likely duration of the delay), the performance of such party’s obligations shall be suspended during the period of Force Majeure and such party shall be granted an extension of time for performance equal to the period of the delay.

8.9 Nothing contained in these Terms shall be construed to constitute the parties to be partners or joint ventures with or agents for one another. Neither party shall have the authority to, nor shall either, obligated or bind the other in any manner whatsoever.