DATALEAD

TERMS OF SERVICE

PLEASE READ THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE (“TERMS”) CAREFULLY BEFORE USING THE DATALEAD BRANDED SOFTWARE TO WHICH ACCESS IS GRANTED HEREUNDER (THE “PROGRAM”).

THESE TERMS ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU, EITHER AN INDIVIDUAL OR A SINGLE ENTITY (HEREINAFTER, “YOU”) AND DATALEAD, INCLUDING ANY OF ITS AFFILIATES, PARENT COMPANY AND SUBSIDIARIES (WHICH SHALL ALL BE REFERRED TO COLLECTIVELY HEREIN AS THE “DL”).

BY PERFORMING ANY OF THE FOLLOWING: ACCESSING, RUNNING OR USING THE PROGRAM, OR BY EXECUTING THESE TERMS THROUGH A SUBSCRIPTION ORDER OR AN ONLINE PURCHASE (COLLECTIVELY: THE “SUBSCRIPTION ORDER”) YOU AGREE: (I) THAT THESE TERMS ARE A LEGALLY BINDING AND VALID AGREEMENT, (II) TO ABIDE BY THE TERMS AND CONDITIONS OF THESE TERMS AND ANY THIRD PARTY EULAS (AS DEFINED BELOW), AND (III) TO TAKE ALL NECESSARY STEPS TO ENSURE THAT THE TERMS AND CONDITIONS OF THESE TERMS ARE ADHERED TO BY ANY PERSON OR ENTITY UNDER YOUR CONTROL OR IN YOUR SERVICE.

IF YOU ARE USING THE PROGRAM ON BEHALF OF AN ORGANIZATION, YOU HEREBY DECLARE THAT YOU HAVE THE AUTHORITY OR HAVE BEEN GRANTED APPROVAL BY THE ORGANIZATION TO DO SO AND THAT THE ORGANIZATION IS AWARE OF YOUR ACTIONS AND WILL BE LEGALLY BOUND BY THEM. IN ANY SUCH CASE, “YOU” AND “YOUR” ALSO REFERS TO THAT ORGANIZATION.

IF YOU DO NOT AGREE TO THE TERMS OF THESE TERMS, YOU MAY NOT ACCESS, RUN OR USE THE PROGRAM IN ANY WAY.

  1. 1. Right to Use the ProgramDL hereby grants to You, and You accept, a non-exclusive, revocable, non-sublicenseable, non-transferable right to use the Program by the means provided for such use by DL only and for the term of this Agreement and any subscription purchased, only internally within your organization, and only in accordance with the documentation accompanying the Program, as authorized in these Terms and subject to such restrictions and limitations as contained herein. You specifically agree that the right to use and access the Program is granted to You and not sold and that any reference (if any) in any document between You and DL to "sale" and the like terms shall mean the sale of the access rights, and not the sale of the Program, which is never sold.
  2. 2. Third Party SoftwareThe Program uses or may be provided with third party proprietary software (as well as SaaS) and/or components distributed under third party agreements or terms (“Third Party Software”). Information regarding such Third Party Software, identifying the copyright holders of the Third Party Software appears in the file that will be separately conveyed to You. To the extent so provided by the license that governs the use of each Third Party Software ("Third Party EULA"), each item of Third Party Software is subject, in addition to these Terms, to its own Third Party EULA. You acknowledge and agree that You are bound by the Third Party EULAs, whether or not You have actively confirmed the acceptance of such Third Party EULAs upon the installation of the Third Party Software used in conjunction with the Program. If, and to the extent, a Third Party EULA requires that these Terms effectively impose, or incorporate by reference, certain disclaimers, notices, certain provisions, prohibitions or restrictions, then such disclaimers, notices, provisions, prohibitions or restrictions shall be deemed to be imposed, or incorporated by reference into these Terms, as required and shall supersede any conflicting provision of these Terms, solely with respect to the corresponding Third Party Software which is governed by such Third Party EULA.
  3. 3. Limitations on UseThe Program is provided as a single product together with the Third Party Software. They may not be separated for use. Other than the rights expressly set forth in Clause 1 above, no other right or interest whatsoever in or to the Program or otherwise, is hereby transferred or granted to You. Without limiting the foregoing, You may not: (i) reverse engineer, decompile, disassemble or in any other manner decode (collectively, “Reverse Engineering”) the Program, or any part thereof, except to the extent that such Reverse Engineering may be your right as guaranteed by applicable law or as expressly stipulated by a Third Party EULA (and then – only to the extent, scope and purpose so guaranteed or stipulated, and subject to all terms and conditions of such applicable law or Third Party EULA); (ii) modify, adapt, translate, divide, part or revise the Program, or any part thereof, or otherwise use parts, portions or elements of the Program, or create derivative works or any enhancement or adaptations based on the Program, or any part thereof; (iii) assign, sublicense, resell, transfer, pledge, loan, lease, rent, convey or otherwise transfer or share your rights under these Terms, or otherwise provide access to others to use the Program or any data or work product derived from the Program, or the functionality of the Program, except as expressly authorized by DL in writing and any attempt to do so shall be void; (iv) breach any security or licensing mechanism of the Program or identify or attempt to identify any security vulnerabilities therein; (v) work around or circumvent any technical limitations in the Program; or (vi) use any tool or other means to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Program or for which You have not paid a license fee; (vii) distribute, disclose or allow use of the Program in any format except as expressly authorized by DL in writing or (viii) permit or encourage any third party to do any of the foregoing. These Terms shall automatically terminate upon the occurrence of any of the events set forth in subsections (i)-(viii) above.
  4. 4. Account SecurityYou and Your users are responsible for maintaining the confidentiality of all logins and passwords and You shall be responsible and liable for any access to or use of the Program by anyone using any login and password, whether or not such access or use has been authorized by You. You shall also be responsible for maintaining the security of the equipment You use to access the Program, Your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Your account or the equipment with or without Your knowledge or consent.
  5. 5. Data ProtectionYou undertake to comply with any and all laws and regulations relating to personal data (“Data”), including any relevant directives, laws and regulations with respect to Data and the use, transfer, processing and storage thereof (“Data Laws”), and shall indemnify and hold DL, its parent companies, subsidiaries, affiliates, and their respective distributors, officers, directors, employees, advisors, consultants and subcontractors (the “Indemnified Parties”) harmless from any and all damages, liability or expense in any way related to use, transfer, processing or storage of the Data and any actual or purported breach of such Data Laws (including any breach caused by access to or use by the Indemnified Parties of the Data at the request of or on Your behalf). The foregoing is in addition to and without derogating or limiting any other provision of these Terms.
    You further acknowledge and agree that any and all Data, used, processed, stored, managed or distributed by the Program is used, processed, stored, managed, transferred and otherwise dealt with for You and at Your sole risk and You assumes exclusive responsibility and liability for all legal consequences resulting from such activity. Without limiting the above, DL shall not access, use, review or transfer the Data without Your express request and only on Your behalf and at Your risk and responsibility, except for the purpose of providing services to You with respect to the Program at Your request. You represent and warrant that allowing the Indemnified Parties to access the Data processed by the Program, for the purpose of performing their services at Your request, does not violate, breach, or infringe upon any person's right under Data Laws.
  6. 6. Customer DataCustomer Data, and all worldwide Intellectual Property Rights therein, are, as between DL and You, Your exclusive. You grant DL a non-exclusive, sublicensable, transferable, worldwide, royalty-free and fully paid license to process and use the Customer Data as necessary for purposes of providing the Program and as otherwise permitted in this Agreement. You warrant that You are the owner or legal custodian of, or otherwise has the right and has or will obtain the necessary permissions, valid consents and releases to lawfully transmit, store and use all Customer Data in connection with the Program and to grant the rights granted to DL under this Agreement. “Customer Data” means any data, information, programs, and other content provided or transmitted by You to the Program.
  7. 7. FeedbackIn the event that You provide any comments or suggestions in connection with the Program, whether written or oral (collectively, the “Feedback”), DL, in its sole discretion, shall be entitled to use the Feedback without restriction, and such Feedback will not be treated as confidential. You hereby grant DL, a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback into DL’s products and services.
  8. 8. Aggregated DataDL may collect and derive from Customer Data aggregated data that does not identify You, any third-party entity or any natural persons, and use and disclose such aggregated data for DL’s legitimate business purposes, which may include but is not limited to Program improvement, service and product development, research and marketing.
  9. 9. TermThese Terms are effective upon the execution of Your initial Subscription Order for using the Program. Unless otherwise specified on an applicable Subscription Order, this Agreement remains in effect for twelve (12) months, unless earlier terminated as set forth below (the “Initial Term”). Thereafter, this Agreement and each Subscription Order shall automatically renew for successive twelve (12) months terms (each a “Renewal Term”), unless either party provides written notice to the other party of its intention not to renew prior to expiration of the Initial Term or the then-current Renewal Term at least thirty (30) days in advance. You agree to pay the Fee applicable to the Initial Term and any Renewal Term and any Fees incurred for any applicable Term are non-refundable and cannot be terminated during the respective term. These terms will continue to govern through all subscription term. DL may terminate these Terms upon the breach by You of any term hereof (including any term of the Third Party EULAs). Immediately upon any termination or expiration of these Terms, You must permanently cease, and cause any other person acting on its behalf to so cease, any and all uses of the Program. In addition, upon termination, Your access to the Program may or may not automatically disable itself. Termination of these Terms will be in addition to, and not in lieu of, any equitable or other remedies available to DL. The following Clauses of these Terms shall survive any termination for any reason whatsoever or expiration thereof: 2-8, 10-15 and 16-25.
  10. 10. Disclaimer of WarrantyExcept for the maximum extent warranty that may be permitted by applicable law, DL provides the Program AS IS AND WITH ALL FAULTS, and hereby disclaims all other warranties and conditions, either express, implied, or statutory, including, but not limited to, any implied warranties, duties or conditions of merchantability, fitness for a particular purpose or non-infringement. DL does not warrant that the Program is error or bug-free or that the operation of the Program will be secure or uninterrupted.
  11. 11. No Liability for Results and UseYou acknowledge that use of the Program by and on Your behalf, and the use of any Data, information, analyses and other data or output generated by the Program or resulting therefrom, is at Your sole risk and that You shall be solely responsible in connection with such use and the results thereof, including but not limited to any decisions based upon interpretations, recommendations analyses and conclusions derived from such use. You assume sole and exclusive responsibility for assessing the risks, advantages and consequences of using the Program, and for all consequences resulting from such use and from the use of any data, information, analyses and other output generated by the Program or resulting therefrom.
  12. 12. Exclusion of Incidental, Consequential, and Certain Other DamagesTO THE MAXIMUM EXTENT ALLOWED BY LAW, NONE OF THE INDEMNIFIED PARTIES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES WHATSOEVER, (SPECIFICALLY INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF USE, DATA, GOODWILL OR FOR BUSINESS INTERRUPTION), ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE PROGRAM OR ANY PART THEREOF, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND SHALL NOT BE LIABLE TO DAMAGES RESULTING FROM AUTOMATIC DISABLING OF THE PROGRAM UPON TERMINATION OR EXPIRATION OF THE TERMS. IN ANY EVENT, AND WITHOUT DEROGATING FROM THE AFORESAID, THE AGGREGATE LIABILITY OF ANY OF THE INDEMNIFIED PARTIES HEREUNDER OR OTHERWISE WITH RESPECT TO OR IN CONNECTION WITH THE PROGRAM SHALL BE LIMITED TO THE FEES ACTUALLY PAID AND PAYABLE BY YOU TO DL IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. SOME JURISDICTIONS DO NOT ALLOW FOR LIMITATIONS OF DAMAGES AND/OR EXCLUSIONS OF LIABILITY. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THE AFORESAID LIMITATIONS WILL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
  13. 13. Intellectual PropertyYou acknowledge and agree that the Program is a proprietary product of DL and is protected under copyright laws and international copyright treaties, patent law, trade secret law and other intellectual property rights of general applicability. You further acknowledge and agree that between You and DL all Intellectual Property Rights (as defined below) in and to the Program or any part thereof are and shall remain with DL. These Terms do not convey to You an interest in or to the Program or any part thereof, but only a limited right of use revocable in accordance with the terms of this Agreement. “Intellectual Property Rights” means any and all of the following and all rights in, arising out of, evidenced by or associated with: (i) all inventions, developments and discoveries (whether patentable or not), improvements, trade secrets, proprietary information, know how, technology, software, source code, object code, technical data, and all documentation in any media embodying or evidencing any of the foregoing, (ii) copyrights, copyright registrations and applications therefor, (iii) worldwide patents and utility models, invention registrations, and applications therefor and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof, (iv) trademarks, service marks, trade names, trade dress, domain names, logos, goodwill, and (v) any corresponding or equivalent rights to any of the foregoing, whether registered or not, anywhere in the world;
    any names, logos and other identifying marks included in or associated with the Program or any related documents, identifying DL or its products are trademarks of DL. This Agreement does not grant any right, title or interest in connection with any trademarks, service marks, domain names or other identifying marks or elements owned by DL or any third party and You agree that no such right, title or interest shall be asserted by You and shall remain with DL.
  14. 14. Confidentiality; SecurityAny and all data and information (including any business, marketing, technical, scientific or other information) contained in, related to or associated with the Program, in any medium or format, including the terms of these Terms, shall be treated by You as confidential information of DL ("Confidential Information"). Confidential Information shall not include publicly available information or information independently developed by You without reference to or making use of Confidential Information. You agree to limit access to Confidential Information to authorized employees who have a substantial need to know the Confidential Information and not to disclose, convey, publish or transfer such Confidential Information in whole or in part, including derivations, to any third party or authorize anyone else to do so without the prior written approval of DL. You will safeguard any Confidential Information with the same care as You would safeguard your own confidential information, but with no less than reasonable care. If You shall be compelled to disclose any Confidential Information due to any applicable law, You will promptly inform DL in writing of such disclosure requirement and You will limit the disclosure only to that extent which is legally required. You acknowledge and agree that any unauthorized use or disclosure of the Confidential Information may be a violation of DL's trade secrets and may cause DL irreparable injury for which there is no adequate remedy at law, and agree that DL may be entitled to obtain immediate injunctive relief prohibiting such violation in addition to any other rights and remedies available to it. You agree that your obligations according to this Clause ‎14 shall be effective during the term of these Terms and thereafter in perpetuity.
  15. 15. Subscription; CreditsYou can use the Program by purchasing a monthly subscription. By purchasing a monthly subscription, You will receive every month an amount of credits that can be used in the Program as set forth in the subscription plan you chose (“Monthly Credits”). All subscription plans and fees are described on the Pricing page (https://datalead.ai/pricing) ("Pricing Page"). Any successful search using the Program that yielded you at least one result, as automatically determined by the Program at DL’s discretion, will be deducted as one credit from Your Monthly Credits. Monthly Credits are non-accrual or transferable. At the end of each month, all unused Monthly Credits in such particular month will be automatically expired. In case You have used all Your Monthly Credits for a particular month, You will be able to purchase an additional amount of ad-hoc credits at an additional cost as described on the Pricing Page (“Ad-Hoc Credits”). Any Ad-Hoc Credits not used in a specific subscription month shall expire automatically.
  16. 16. Fees and PaymentYou will pay DL the fees set forth on the Pricing Page (https://datalead.ai/pricing) with respect to the monthly subscription plan you chose or with respect to any Ad-Hoc Credits purchased, in accordance with the terms therein (“Fees”). All Fees are in USD$. Monthly and Ad-Hoc Credits can be purchased online via various payment methods as set forth, from time to time, on the Pricing Page. Upon providing Your payment information You warrant that You are the cardholder or the payment instrument owner and that the billing information provided is accurate. By approving the purchase of the subscription, you authorize DL to charge the designated payment method, for the total amount of the purchase. DL will issue monthly invoices to You during the term of this Agreement. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower. You will reimburse DL for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.
    You shall be responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by You to DL hereunder, other than any taxes imposed on DL’s income. You will make all payments of Fees to DL free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to DL will be Your sole responsibility, and You will provide DL with official receipts issued by the appropriate taxing authority, or such other evidence as DL may reasonably request, to establish that such taxes have been paid. You shall indemnify, defend, and hold DL harmless in connection with any proceedings brought by any taxing authorities in connection with this Agreement.
    For the avoidance of doubt, any fees paid by You are non-refundable, even in the event of termination of the subscription. Termination of fees will commence from the first day of the month following the subscription termination request.
  17. 17. IndemnificationYou agree to indemnify and hold the Indemnified Parties, harmless from any claim, demand or damage, including reasonable attorney’s fees, asserted by any third party due or arising out of, or in connection with, your use of the Program, including Third Party Software and any part thereof.
  18. 18. Compliance with LawsYou shall ensure the compliance of your activities and You use of the Program with all applicable laws and regulations, in any relevant jurisdiction.
  19. 19. Governing LawThese Terms shall be construed and governed solely in accordance with laws of Israel without regard to its conflict of law's provisions.
  20. 20. JurisdictionThe parties hereby submit to the exclusive jurisdiction of the competent courts of Tel-Aviv-Yafo.
  21. 21. Relationship of the PartiesThe relationship between the parties is that of independent contractors. Nothing in this Agreement will be construed to establish any partnership, joint venture or agency relationship between the parties. Neither party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other party’s prior written consent.
  22. 22. SeverabilityShould any term of these Terms be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.
  23. 23. No WaiverThe 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.
  24. 24. Reservation of RightsAll rights not expressly granted herein are reserved by DL or its DLs.
  25. 25. AssignmentAny attempt by You to sublicense, assign or transfer any of the rights, duties or obligations hereunder other than in accordance with the terms of these Terms shall be void ab initio. Nothing herein shall be interpreted as preventing DL from assigning or transferring all or any part of its rights or obligations hereunder to a third party.