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Terms and Conditions

Last date updated: Nov 7th 2020

The below are the general terms and conditions which are incorporated into and made part of the License Agreement which has been signed by You (the licensee) and by Interai Inc. Along with the license agreement document signed between the parties, these terms and conditions for the entire “Agreement”.

1. License

Subject to the terms and conditions of this Agreement, Interai grants Customer, and
Customer accepts a non-exclusive, non-transferable, non-sublicensable, limited right and
license, during the Term, to have the Software or beta versions of it, installed on its servers
in object code only, and to use the Software and related developed WorkApps for its
internal business purposes only, in the scope detailed in this Agreement.

2. Limitations on Use.

Customer shall not (i) sell, lease, transfer, or pledge the Software, or
use the Software in a time-sharing, outsourcing, or service bureau environment; (ii)
reverse engineer, decompile, disassemble or attempt to access the source code of the
Software or modify the Software; (iii) ship, transfer, or export the Software or use the
Software in any manner that is prohibited by law, including without limitation, to sell,
distribute, download or export the Software: (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. Customer agrees to the foregoing and warrants that it is not located
in, under the control of, or a national or resident of any such prohibited country or on any
such prohibited party list; (iv) contest intellectual property rights to the Interai IPR; (v)
remove or add any labels, notices or logos to the Software; (vi) perform any act or be
responsible to any omission that is illegal; or (vii) cause or permit any third party to do
any of the foregoing. Customer is solely responsible for acquiring and maintaining all of
the hardware, software and services necessary to use and evaluate the Software. Customer
is solely responsible for acquiring and maintaining all of the hardware, software and
services necessary to use and evaluate the Software.

3. Ownership

3.1. Notwithstanding any other provision to the contrary, the Software, any
customizations or deliverables pursuant to the Services, Interai Confidential-2-Information and all improvements, enhancements and derivatives of any of the foregoing and all Intellectual Property Rights thereto ("Interai IPR") are exclusively owned by Interai and/or its licensors. All Feedback (as such terms is defined below),
and suggestions provided to Interai regarding the Software or its operation shall be
deemed as Interai IPR. This Agreement does not convey to Customer any right, title
or interest in the Interai IPR, other than the revocable and limited right to use the
Software as set forth in Section 2 above.

3.2. During the use of the Software and the WorkApps the Customer shall be encouraged
to share and provide comments, suggestion and feedback (“Feedback”) to Interai
regarding the use of the Software and WorkApps, possible improvements or
enhancements. Interai shall not be obligated to use any of the Feedback, however all
Feedback which pertains to the Software and WorkApps shall be considered Interai
IPR.

4. Confidential Information

4.1. During the Term each party may have access to or receive certain non-public or
proprietary information or materials of the other party (the "Recipient" and the
"Discloser", respectively), whether in tangible or intangible form, including without
limitation technical, financial and business related information. All information
disclosed or made available by the Discloser to the Recipient during the Term is and
shall be considered "Confidential Information" of the Discloser. The Software and its
specification and documentation as well as all Feedback in Confidential Information
of Interai.

4.2. Confidential Information will not include information or material which the Recipient
can demonstrate: (a) was in the public domain at the time of disclosure by Discloser
to the Recipient; and/or (b) became part of the public domain after disclosure by
Discloser to the Recipient, through no fault of the Recipient; (c) was in the
Recipient's possession at the time of disclosure by the Discloser, and was not subject
to prior continuing obligations of confidentiality by the Recipient; (d) was rightfully
disclosed to the Recipient by a third party having the lawful right to do so; and/or (e)
was independently and rightfully developed by the Recipient without (direct or
indirect) use of, or reliance upon, Discloser's Confidential Information. In the event
that Recipient is required to disclose Confidential Information of Recipient pursuant
to any law or governmental or judicial order, Recipient will promptly notify Discloser
in writing of such law or order and reasonably cooperate with Discloser in opposing
such disclosure or obtaining such other protective measures. In any event, such
disclosure made pursuant to this paragraph will be made solely to the extent required
by such law or order (as the case may be).

4.3. Recipient will use Discloser’s Confidential Information solely for the purpose of
performing its obligations and/or exercising its rights under this Agreement and will
not disclose Confidential Information to any third party, except to its employees that
have a need to know such information and that are bound by obligations at least as
protective as provided herein. Recipient will take measures at a level at least as
protective as those taken to protect its own confidential information of like nature, but
in no event less than a reasonable level, to protect Discloser’s Confidential
Information. Recipient will promptly notify Disclosure in writing in the event of any
actual or suspected unauthorized use or disclosure of any Disclosure Confidential
Information.

5. Personal information.

Should during Software installation, support or maintenance,
Interai be exposed to Customer users’ data, such information will be treated as Personal
Information and will be subject to applicable privacy regulations. Interai undertakes to
notify Customer, in writing, immediately after it becomes aware that personal information
was revealed and/or used and/or disclosed to Interai, its employees or Software, including
type and nature of such personal information. Interai’s will not use such materials for any
purpose other than providing support services to the Customer, and will conduct data
retention on a regular basis every 15 days. Customer acknowledges that all personally
identifiable information generated, collected, stored, accessed, uploaded or otherwise
processed through Interai will be processed and monitored by Interai solely for the
purpose of providing the service to Customer and in accordance with the Company’s
Privacy Policy available at: [https://www.inter.ai/privacy-policy]. Customer shall, as and to the
extent required by law, ensure that all data subjects consent to the provision to and
processing by Interai of their data as set forth herein

6. Disclaimer.

OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS AND CONDITIONS THE INTERAI
make NO ADDITIONAL REPRESENTAIOTN OR PROVIDES OTHER WARRANTIES WITH RESPECT TO THE
SOFTWARE AND SERVICES. IN PARTICULAR, TO THE MAXIMUM EXTENT PERMITTED BY LAW,
INTERAI DISCLAIMS ANY WARRANTIES NOT MADE UNDER THIS AGREEMENT, EITHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE OR USE. INTERAI DOES NOT WARRANT THAT THE OPERATION
OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT ANY ERRORS ARE
REPRODUCIBLE OR THAT ERRORS ARE REPAIRABLE; THE WORKAPPS WILL BE FULLY
INTEROPERABLE WITH ALL SYSTEMS OR THAT THEIR OPERATION OR USE WILL NOT CAUSE ANY
DATA LOSS OR CORRUPTION; DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING
THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR ANY RELATED SERVICES.

7. Indemnification.

Interai shall defend, indemnify and hold Customer harmless from
any direct damage or claim brought by a third party alleging that the Software, WorkApss
or any of the services infringe such third party’s intellectual property rights. Interai's-4-indemnification obligation shall be conditioned on: provision of a written notice of the claim by Customer to Interai promptly after becoming aware thereof; Interai having sole control over the defense and settlement of the claim; and Customer providing reasonable cooperation in the defense at Interai's expense. Notwithstanding anything to the contrary, Interai’s indemnification obligations hereunder shall not apply if: Customer made any
changes to the Software or combined it with any third party software or if Interai created
any deliverables or modifications pursuant to Customer’s instructions, materials or
specifications.

8. Limitation of Liability.

EXCEPT FOR CLAIMS ARISING FROM BREACH OF CONFIDENTIALITY
OR MISAPPROPRIATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL
EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY, under
ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS
OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR LOSS OF DATA.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, INTERAI'S AND/OR ITS AFFILIATE'S AGGREGATE
LIABILITY SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO INTERAI HEREIN
DURING THE TWELVE (12) MONTHS PERIOD PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM

9. General.

(i) This Agreement is the entire agreement between Customer and Interai in
respect of the subject matter herein and this Agreement shall not be modified except as
provided herein; (ii) This Agreement is governed by the laws of the State of Israel without
regard to conflict of laws provisions thereof. The courts of Tel Aviv-Jaffa, Israel shall
have exclusive jurisdiction and venue to adjudicate any dispute arising out of this
Agreement and both parties hereby irrevocably submit to the exclusive jurisdiction of
those courts; (iii) Neither party may assign or otherwise transfer this Agreement or any of
its rights and obligations under this Agreement to any third party without the prior written
consent of the other party. Any unauthorized assignment will be void and of no force or
effect. Notwithstanding the foregoing, Interai may assign and transfer all of its rights and
obligations herein in connection with a merger, consolidation, reorganization or sale of all
or substantially all of its assets; (iv) unless otherwise expressly provided, no provisions of
this Agreement are intended or shall be construed to confer upon or give to any person or
entity other than Customer and Interai, any rights, remedies or other benefits under or by
reason of the Agreement; (v) no failure or delay by either party in exercising any right,
power or remedy shall operate as a waiver thereof. Waivers must be explicit and in
writing.

If you have any further questions or require further clarification, please contact us by sending an e-mail to: office@interai.co