Upon the earlier of, Customer checking "I agree" where applicable and/or upon its access and/or use of the Platform, Customer acknowledges that it has read this Agreement, understands it, and agrees to be bound by it. If Customer is unwilling to accept all of the terms of this Agreement, it should not check the "I agree" checkbox where applicable and may not use the Platform.
Customer declares that by acceptance of this Agreement and/or by using the Platform it is of legal age to form a binding contract with Tagado. If Customer is accepting this Agreement on behalf of a company or other legal entity, Customer represents and warrants that it has the authority to bind such entity to the terms and conditions contained herein. Customer may not use the Platform and may not accept this Agreement if it is an entity and/or person barred from receiving access and use of the Platform under the laws of the country in which it is a resident or from which it uses the Platform.
- The Platform
- Subject to Customer's compliance with the terms and conditions of the Agreement and payment of all applicable fees, Tagado shall provide Customer with the right to access and use the Platform, during the term of this Agreement, for the purpose of organizing customers' feedback data and generating actionable insights from different public sources and the Customer's internal sources (for example, CRM systems).
- Customer shall be responsible to ensure that its computer, operating systems, computer networks and network connections, telecommunications facilities or mobile device meet all the necessary technical specifications to enable it to access and use the Platform. Tagado does not provide Customer with the equipment to access and/or use the Platform. Customer is responsible for all fees charged by third parties related to its access and use of the Platform (e.g., charges by Internet service providers or air time charges).
- Account Information
- During the process of creating an account in order to access the Platform ("Account"), Customer may be required to provide certain information including the selection of a password (the "Login Information"). The following rules govern the security of Customers Account and Login Information. For the purposes of this Agreement, references to Account and Login Information shall include any account and account information, including user names, passwords or security questions, whether or not created for the purpose of using the Platform, that are used to access the Platform:
- Customer shall not share its Account or Login Information, nor let anyone else access its Account or do anything else that might jeopardize the security of the Account;
- In the event Customer becomes aware of or reasonably suspects any breach of security, including, without limitation any loss, theft, or unauthorized disclosure of its Login Information or unauthorized access to its Account, Customer must immediately notify Tagado and modify its Login Information;
- Customer is solely responsible for maintaining the confidentiality of the Login Information, and will be responsible for all uses of its Login Information, whether or not authorized by it;
- Customer is responsible for anything that happens through its Account, whether or not such actions were taken by it, including, for the avoidance of doubt, actions taken by third parties. Customer therefore acknowledges that its Account may be terminated if someone else uses it to engage in any activity that violates this Agreement or is otherwise improper or illegal;
- Customer undertakes to monitor its Account and restrict use by any individual barred from accepting this Agreement and/or using the Platform, under the provisions listed herein or any applicable law. Customer shall accept full responsibility for any unauthorized use of the Platform by any of the above mentioned;
- Tagado reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates such third party's rights.
- Rules of Conduct and Usage
Customer represents and warrants that it has full right and authority to use the Platform and to be bound by this Agreement. Customer agrees that it will comply fully with this Agreement and all applicable domestic and international laws, regulations, statutes, ordinances that govern its use of the Platform. Without limiting the foregoing and in recognition of the global nature of the Internet, Customer agrees to comply with all local and international rules regarding online conduct. Customer also agrees to comply with all applicable laws affecting the transmission of content or the privacy of persons including but not limited to all laws governing deceptive trade practices and/or online marketing and/or advertising and refraining from using the Platform for the sending of unsolicited email in violation of applicable law or for the transmission of illegal or prohibited content.
- Platform Availability
- Tagado shall make commercially reasonable efforts to ensure that the Platform will be accessible and functional on a continuous basis, twenty-four (24) hours per day, seven (7) days per week, with the exception of scheduled maintenance periods. The foregoing notwithstanding, Customer acknowledges and agrees that the Platform 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 Tagado's reasonable control or not reasonably foreseeable by Tagado, including without limitation interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.
If the Platform becomes inaccessible or is not functional, other than due to scheduled maintenance, Tagado shall have qualified personnel respond and endeavor to remedy such unavailability or failure of functionality as soon as reasonably possible.
- Security Measures. Tagado uses a variety of security technologies and procedures in accordance with industry standards to help protect unauthorized access to or use of the Platform; however, we cannot guarantee that we will be successful at doing so. Accordingly, without limitation to any other provisions of this Agreement, Customer acknowledges that it bears sole responsibility for adequate security, protection and backup of its data, content, software programs or services it uses in connection with access to or use of the Platform. Tagado strongly encourage Customer, where available and appropriate, to take measures to protect its data, content, software applications or services, including without limitation using encryption technology to protect from unauthorized access, and to routinely archive as appropriate. In using the Platform, Customer agrees to promptly notify Tagado if it learns of a security breach related to the Platform.
- Tagado may make changes or updates to the Platform (such as infrastructure, security, technical configurations, features, etc.) during the term of the Agreement, including to reflect changes in technology, industry practices and patterns of system use. The terms of the Agreement will apply to any such changes and/or updates that Tagado may make available to Customer. If, in Tagado's reasonable judgment, any such modification to the Platform materially reduces its functionality, Tagado will endeavor to inform Customer via the e-mail address associated with Customer's Account no less than fourteen (14) days prior to such change. Customer's continued access and/or use of the Platform following such changes or modifications shall be deemed to be Customers acceptance of the revised Platform.
- In consideration for the right to access and use the Platform under this Agreement, Customer shall pay Tagado the subscription fees upon such terms and dates stated in the Order.
- Customer may add additional accounts to monitor and/or additional number of sources to Customer's account by requesting such increase from Tagado and paying the applicable additional subscription fees.
- Payment; Payment Currency. All payments to Tagado will be made in U.S. dollars. Such amounts shall be paid by check or wire transfer to Tagado's account in accordance with written instructions provided by Tagado and detailed in an Order.
- All fees payable under the Agreement are non-refundable, net amounts and are payable in full, without any deduction of any kind including for taxes and/or duties. In addition, no amounts shall be set off by Customer for any reason whatsoever. Customer will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with the Agreement or its use of the Platform, except for taxes based on Tagado's net income.
- Late Payments. Any payments by Customer that are not paid on or before the date such payments are due under the Agreement shall bear interest of one percent (1%) per month. Interest shall accrue beginning on the first day following the due date for payment and shall be compounded quarterly. Tagado may use a third party to collect past due amounts. Customer shall be required to pay for all reasonable costs Tagado incurs in order to collect any past due amounts. These costs may include reasonable attorneys' fees and other legal fees and costs.
- Term and Termination
- The Agreement shall commence as of the date set forth in the Order and, unless earlier terminated as set forth below, shall remain in effect through the end of the term stated in the Order ("Initial Term"). Except as otherwise specified in an Order, after the Initial Term, the Agreement shall be automatically renewed for additional terms equal to the Initial Term (each a "Renewal Term"), unless one party notifies the other party in writing of its intent not to renew the Agreement, at least forty-five (45) days prior to the expiration of the Initial Term or any Renewal Term.
- Either party may terminate this Agreement if the other party breaches any material term or condition of the Agreement and such breach is not remedied within thirty (30) days after receiving written notice thereof. Notwithstanding the foregoing, Tagado may immediately, by written notice to Customer, suspend or terminate the Agreement if Customer fails to make any timely payment of fees owed or in case of breach and/or failure to comply with any of the provisions of Sections 1 ("The Platform"), 7 ("Intellectual Property Ownership"), or 8 ("Confidentiality").
- Either party shall have the right to immediately terminate the Agreement, upon written notice, in the event the other party files a petition in bankruptcy or is adjudicated as bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or discontinues its business or has a receiver appointed for its business and such receiver is not discharged within ninety (90) days.
- Effects of Termination. Upon termination of the Agreement, (i) Customer shall cease to use the Platform, and (ii) Customer shall cease to use and shall either destroy or return to the discloser any Confidential Information of Tagado in its possession.
- Survival. Termination of the Agreement shall not affect any provision of the Agreement which is expressly or by implication intended to come into force or continue in force on or after the termination.
- Intellectual Property Ownership
- The Platform, including but not limited to all materials, any computer software (in object code and source code form), data or information employed by Tagado pursuant to the Agreement, and any know-how, methodologies, equipment, or processes used by Tagado to provide the Platform, including without limitation all patent, copyright, trade secret and any other proprietary rights therein and any other deliverables provided by it hereunder, are and shall remain the sole and exclusive property of Tagado.
- Nothing in this Agreement gives Customer a right to use any of Tagado's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
- Customer agrees to provide Tagado with feedback concerning the functionality and performance of the Platform, from time to time, as reasonably requested by Tagado, including, without limitation identifying potential errors, enhancements and improvements. Any feedback, suggestions, ideas or other inputs that Customer provides Tagado in connection with the Platform may be freely used by Tagado to improve or enhance Tagado's products and services 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 Tagado.
- Customer's use of the Platform is limited to that specifically and explicitly permitted in this Agreement. Customer shall not and shall not permit any third party to: (a) engage in, cause, or permit the reverse engineering, disassembly, decompilation or any similar manipulation or attempt to discover the source code or underlying ideas or algorithms of the Platform or any part thereof; (b) bypass, alter, or tamper with any security or lockout features of the Platform; (c) create any derivative work or translation of the Platform; or (d) provide, lease, rent, lend, license, assign, delegate, or otherwise transfer or use or allow others to transfer or use the Platform for the benefit of any third party.
- Customer acknowledges and agrees that the Platform was developed at considerable time and expense by Tagado and contains valuable trade secrets and confidential information of Tagado. Accordingly, Customer agrees to maintain the confidentiality of any proprietary information received by Customer during, or prior to entering into, this Agreement, including, without limitation, the Platform and any know-how disclosed by Tagado, trade secrets and other proprietary information, that Customer should know is confidential or proprietary based on the circumstances surrounding the disclosure, including, without limitation, non-public technical and business information and all other information obtained during the use of the Platform as permitted hereunder ("Confidential Information"). The restriction herein shall not apply to the extent that such information is in the public domain or hereafter falls into the public domain through no fault of Customer. Customer agrees not to use said Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. Customer shall protect the secrecy of and avoid disclosure and unauthorized use of Tagado's Confidential Information to the same degree that it takes to protect its own confidential information and in no event less than reasonable care.
- Customer agrees not to share with others, license, resell, distribute or otherwise disclose any or all of the information provided to it as part of the use of the Platform, to any third party for any purpose.
- Warranty Disclaimers
to the maximum extent permitted by applicable law, the platform and any information provided under the agreement are provided "as is" and Tagado hereby disclaims all warranties and conditions, either express, implied or statutory, including without limitation, any (if any) implied warranties or conditions of merchantability, fitness for a particular purpose, or that the platform will perform error-free or uninterrupted or with respect to the functionality and performance of the platform or use of results obtained thereof.
Tagado makes no representations about the quantity, sufficiency or quality of data that it provides. Tagado does not guarantee that the information provided by the platform is accurate or complete, or the results to be achieved from such information, including any specific conversion rates.
- Limitations of Liability
in no event shall Tagado or anyone on its behalf be liable for any indirect, consequential, incidental, special or punitive damages of any kind, including without limitation damages for loss of business or profits, business interruption, loss of business information or loss or damages to goodwill, in connection with this agreement regardless of the cause and whether arising in contract (including fundamental breach), tort (including negligence), or otherwise, even if Tagado has been advised of the possibility of such damages or loss. notwithstanding anything to the contrary herein, under no circumstances will Tagado's total and aggregate liability to customer from all causes of action of any kind, including without limitation contract, tort, negligence, strict liability, breach of warranty, or otherwise, arising out of or related to the agreement, exceed the fees actually paid by customer to Tagado for the right to use the platform in the six (6) months preceding such claim.
- Governing Law and Jurisdiction. This Agreement is governed by the laws of Israel, without application of its principles of conflicts of law. The parties irrevocably consent to the exclusive jurisdiction of the competent courts in Tel Aviv, Israel, to adjudicate all disputes arising from or related to this Agreement to the exclusion of the jurisdiction of any other court.
- Publicity. Tagado may identify Customer on Tagado's website and other marketing materials as a user of the Platform.
- Assignment. Neither party shall transfer, assign or pledge in any manner whatsoever any of its rights or obligations under this Agreement without the prior written consent of the other party, provided however, that a party may assign this Agreement in connection with a merger, acquisition, sale of all or substantially all of its assets or other such corporate reorganization.
- Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against regulatory or public policy, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall in no way be affected, impaired or invalidated.
- Entire Agreement. The terms and provisions herein contained and in an Order constitute the entire Agreement between the parties with respect to the subject matters hereof and shall supersede all previous communications, oral or written, between the parties hereto with respect to the subject matters hereof. No modification, amendment or correction to this Agreement shall be binding upon either of the parties hereto unless in writing and signed by the duly authorized representatives of both parties. The exchange of an executed Order by the Customer by electronic signature shall be sufficient to bind it to the Agreement and such Order.
- Waiver. No waiver of any rights by any party hereto shall be construed as a waiver of the same or any other right at any prior or subsequent time. Furthermore, no waiver or delay on the part of a party in exercising any power or right hereunder, and no forbearance or indulgence of a party granted to the other party, shall in any way restrict or diminish the full rights and powers of that party under this Agreement, or operate as a waiver of any breach by a party of any of the terms or conditions of this Agreement.
- Independent Contractor. No agency, partnership, joint venture or employment relationship is or shall be created by virtue of the Platform and/or the Agreement.
- Notices. Any notice provided pursuant to the Agreement shall be in writing and shall be sent by registered mail, or e-mail with notice of receipt requested, or by hand delivery to the addresses of the parties as specified herein. Notices sent to Tagado shall be addressed to Tagado Ltd., 5 Hanitsan St., Ramla 7253105 Israel and to Customer's address set forth in the Order, or to the address otherwise designated from time to time in writing by the parties. All notices will be deemed to have been delivered five (5) business days after being mailed (return receipt requested) if delivered by registered mail, or one (1) business day after delivered by hand or by e-mail (with confirmation of receipt).