1. Acceptance of Terms
- Howazit reserves the right, in its sole discretion, to revise or modify these Terms for the following reasons: (i) addressing or related to new functions for Services or (ii) legal reasons, and such revisions or modifications will be effective immediately. We will send notice of modified additional terms to you using the personal contact information you used to create an Account (as defined below). Changes to these Terms will not apply retroactively, and will become effective no sooner than fourteen (14) days after notice is sent to you. Your continued use of the Platform and/or Services after a change or modification of these Terms has been made will constitute your acceptance of the revised Terms. If you do not agree to the Terms, your only remedy is to discontinue your use of the Services and to cancel any Account(s) (as defined below) you have created for use of the Platform and/or the Services. Except for the reasons mentioned above, these Terms may only be amended in writing signed by both parties.
- Not applicable.
- You agree that Howazit may change any part of the Platform and/or Services, including its content, at any time or discontinue the Platform and/or Services or any part thereof, for any reason, without notice to you and without liability.
- You declare that by acceptance of these Terms and/or by using the Platform and/or Services you are of legal age to form a binding contract with Howazit and in any case, at least 18 years of age. You may not use the Platform and/or Services and may not accept these Terms if you are a person barred from receiving the Services under the laws of the country in which you are resident or from which you use the Platform and/or Services.
- Unless otherwise defined in these Terms, capitalized terms used in these Terms shall have the following meanings:
- “End User” means your customer being contacted and/or distributed content by you through the Howazit Platform.
- “User Data” means all personal information, records, files, reports and other data relating to you and/or End Users that are received, used or stored in connection with the Howazit Platform and/or the Services provided hereunder (other than non-identified and/or aggregated information).
- “Intellectual Property” means all property, whether in the form of designs, formulas, procedures, methods, apparatuses, ideas, inventions, creations, improvements, works of authorship and other similar material, whether subject to protection under patent, copyright or trade secret law and/or any other statutory provision or common law doctrine.
- “Proprietary Information” as defined in Section 11
- “Platform” or “Howazit Platform” means the Howazit platform owned and managed by Howazit, which enables distribution of digital content to End Users.
- “Updates” means any bug fixes, patches, error corrections, maintenance releases, minor releases, upgrades, new versions and/or other enhancements and/or modifications developed, issued or released by Howazit with respect to the Platform. Any Update made available hereunder shall constitute and be deemed to be part of the Howazit Platform.
3. Platform License
- Grant of License. Subject to the due payment of the amounts specified in the Payment Plan elected by you separately from time to time (the “Payment Plan“) and to all other terms herein, Howazit hereby grants you a non-transferable, non-exclusive license, for the term hereof, to (i) use the Howazit Platform in accordance with these Terms; and (ii) provide non-exclusive access to the Howazit Platform, to any End User, subject to the limitations set-forth below, solely in connection and as a complimentary service to the services provided by you to such End Users as part of your ordinary course of business.
- License Limitations. Unless expressly agreed herein, you shall not (i) modify or create any derivative works of all or any portion of the Howazit Platform, including translation or localization; (ii) redistribute, encumber, sell, rent, lease, sublicense, use the Howazit Platform in a timesharing or service bureau arrangement, or otherwise transfer rights to all or any portion of the Howazit Platform; (iii) copy all or any portion of the Howazit Platform; or (iv) remove any trademark, logo, copyright, or other proprietary notices, legends, symbols, or labels in the Howazit Platform, unless Howazit written consent has been obtained in advance.
- Use of Howazit Platform. You agree to use the Howazit Platform in accordance with all applicable laws and shall not use it for any purpose other than that which is intended, all pursuant to these Terms.
4. Account Information
- In order to register to our Services, you will be asked to sign-in using your relevant information. During the process of creating an account in order to access the Services (the “Account“), you may be required to select a password (the “Login Information“). The following rules govern the security of your Account and Login Information. For the purposes of these Terms, references to the Account and the 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 Services, that are used to access the Services:
- You shall not share your Account or Login Information, nor let anyone else access your Account or do anything else that might jeopardize the security of your Account.
- In the event you become aware of, or reasonably suspect, any breach of security, including, without limitation, any loss, theft, or unauthorized disclosure of your Login Information or unauthorized access to your Account, you must immediately notify Howazit and modify your Login Information;
- You are solely responsible for maintaining the confidentiality of the Login Information, and you will be responsible for all uses of your Login Information, including purchases, whether or not authorized by you;
- You are responsible for anything that happens through your Account, whether or not such actions were taken by you, including, for the avoidance of doubt, actions taken by third parties. You therefore acknowledge that your Account may be terminated if someone else uses it to engage in any activity that violates these Terms or is otherwise improper or illegal;
- You undertake to monitor your Account and restrict use by any individual or entity barred from accepting these Terms and/or receiving the Services, under the provisions listed herein and/or any applicable law. You accept full responsibility for any unauthorized use of the Services by any of the above entities mentioned;
- Howazit 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.
- You agree that you will supply accurate and complete information to us, and that you will update that information promptly after it changes. You represent and warrant that you have full right and authority to provide Howazit with the foregoing information, including, without limitation, any third party’s consent (to the extent required under any applicable law).
5. Support Services
Subject to the due payment of the amounts specified in the Payment Plan and to all other terms hereof, Howazit shall render the Support Services to you in accordance with the following:
- Subject to the timely performance of your payment obligations pursuant to the Payment Plan, Howazit shall provide you with Second Line Support and Maintenance. For the purposes of this Section 5, “Second Line Support and Maintenance” means (i) technical, code development and bug fixing support in the event that the performance of the First Line Support has not solved errors in the operation of the Howazit Platform and/or in the event that the problems have not been corrected but only worked around; (ii) making available to you Updates to the Howazit Platform if and when made generally available by Howazit; and (iii) rendering you telephonic support.
- It is hereby understood and agreed that (i) Howazit shall not be obligated to be in direct contact with the End Users; (iii) errors in the Howazit Platform shall be corrected only through the release of Updates, when and if such shall be made generally available to Howazit’s customers; and (iii) the Platform updates covered by the Second Line Support and Maintenance shall not include enhancements, developments and/or additional modules designed to add capabilities and/or features to the Howazit Platform.
- All services rendered by Howazit pursuant to this Section 5 shall be performed (i) within reasonable time as applicable to the nature of the particular service required and its urgency; and (ii) during regular working hours of Howazit.
- The Platform. You hereby warrant and represent that, except as expressly provided herein, the Howazit Platform constitutes only a platform which may be used to distribute content to End Users for the purpose of collecting End Users’ feedback and monitoring End Users’ satisfaction and does not contain any content except for Your Content (as defined below).
- Your Content.
- You are solely responsible and liable for any and all information, data, text, messages, links, graphics, video, recommendations, notifications, offers, promotional materials or other materials, uploaded to the Howazit Platform by you (collectively, “Your Content“). Without derogating from the generality of the foregoing, you hereby undertake to comply with any applicable laws pertaining to distribution of Your Content to End Users and examine Your Content uploaded to the Howazit Platform in accordance with customary industry standards.
- You shall be fully responsible for supplementing, modifying and updating Your Content.
- You hereby grant to Howazit a non-exclusive, royalty-free, worldwide right and license during the term hereof to do the following to the extent necessary to the performance of Services in accordance with these Terms: (a) digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink to Your Content; and/or (b) make archival or back-up copies of Your Content.
- Except for the rights expressly granted above, Howazit is not acquiring any right, title or interest in or to Your Content, does not control Your Content, does not claim ownership on Your Content and, as such, does not guarantee the accuracy, integrity or quality of Your Content.
- Under no circumstances will Howazit be liable in any way for any of Your Content or for any loss or damage of any kind to Your Content or that is incurred as a result of the use of any of Your Content posted, emailed, transmitted or otherwise made available via the Services. Without derogating from the generality of the foregoing, it is hereby agreed that it is your responsibility to save a copy of any and all of Your Content being uploaded to the Services.
- Howazit reserves the right to edit or remove Your Content that it becomes aware of and determines to be harmful, offensive or otherwise in violation of these Terms and/or any applicable laws. Howazit may also remove any of Your Content that is inaccurate or includes unauthorized disclosure or personal information. Violation of these restrictions (collectively, the “Restrictions“) may also result in the termination and/or suspension of your access abilities to all or part of Your Content. These Restrictions apply to all content provided to or through the Services, including, without limitation, email messages, newsgroup postings, chat, and/or personal accounts.
- You shall not post or store on the Howazit Platform any of Your Content that violates or infringes any third party’s intellectual property rights or that is obscene, harm minors in any way, includes child pornography, defamatory, racist, libelous, excessively violent, harassing, and/or otherwise objectionable.
- You shall not use the Services in any way for uploading, posting, emailing transmitting or otherwise making available any unsolicited or unauthorized advertising, promotional material, junk mail, chain letters, spam or any other form of solicitation except as specifically permitted under any applicable law.
- You shall not use any of Your Content on the Howazit Platform as a pseudonymous return email address for any communications that you transmit from another location or through another service; and you may not pretend to be someone else when using the Services.
- You shall not upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
- You shall not use the Howazit Platform for any unlawful activities not otherwise covered above. Without derogating from the generality of the foregoing, you shall not use the Howazit Platform to:
- intentionally or unintentionally violate any applicable local, federal, state, national or international law, or any regulations having the force of law;
- impersonate any person or entity, including, but not limited to, an Howazit official, or falsely state or otherwise misrepresent its affiliation with a person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any of Your Content transmitted through the Howazit Platform or develop hidden pages or images;
- upload, post or otherwise transmit any Your Content regarding which you do not have a right to transmit to the public under any law or under contractual or fiduciary relationships;
- Howazit does not pre-screen Your Content. However, and without derogating from any other provisions of these Terms, Howazit and its designees have the right (but not the obligation) in their sole discretion to block or restrict access to or the availability of, or to disable, any of Your Content that is available via the Howazit Platform. Without limiting the foregoing, Howazit and its designees may disable, restrict access to or the availability of, any of Your Content that violates these Terms, any applicable law or is otherwise objectionable. You shall evaluate, and bear all risks associated with, the use of any Your Content, including any reliance on the accuracy, integrity, quality or usefulness of Your Content.
- You acknowledge, consent and agree that Howazit may (i) access, preserve and disclose Your Content, including, without limitation, (i) if required to do so under any applicable law or if it believes such discloser is necessary to enforce these Terms; and/or (ii) to respond to claims that Your Content violates the rights of any third party; and/or (iii) to protect the rights, property or safety of Howazit, its users and/or the public.
- You acknowledge that you are responsible for Your Content, and shall have full responsibility for Your Content, including its legality, reliability, appropriateness, originality and copyright standing.
- Howazit Content Services. Notwithstanding anything to the contrary in this Section 6, Howazit may recommend and/or offer and/or suggest content for you to distribute to End Usersthrough the Howazit Platform (the “Howazit Content“) in addition to, or instead of, Your Content. Howazit shall not be liable in any event for your use and/or distribution of any Howazit Content to End Usersand you are fully responsible for using and/or distributing any Howazit Content to End Usersand ensuring such use and/or distribution are in compliance with any applicable law, including, without limitation, any applicable privacy, date protection and anti-spam laws.
7. Use of Platform by End Users
Use of the Howazit Platform shall be made available to End Users only subject to your acceptance of these Terms.
8. Prices and Payment Terms
In consideration for the license to the Howazit Platform and the Services as set forth herein, you shall pay to Howazit the prices set forth in the Payment Plan elected by you from time to time and in connection with the respective Services.
9. Intellectual Property
- Howazit Intellectual Property. The Howazit Platform is licensed to you for use, not sold. The Howazit Platform is protected by copyright law, other intellectual property laws, and by international treaties. The Howazit Platform, including its structure, organization, and code constitute valuable trade secrets of Howazit and its suppliers. All rights, title and interest in and to (i) the Howazit Platform, including any and all copies documentation that may be included in, or provided in connection with, the Howazit Platform; (ii) any know-how or Intellectual Property contained in or associated with the foregoing is owned by and shall remain with Howazit and/or its suppliers. You acknowledge such ownership and Intellectual Property rights and will not take any action to jeopardize, limit or interfere in any manner with Howazit’s or its supplier’s ownership of, or rights with respect to, the Howazit Platform. You agrees that Howazit shall have any and all right, title and interest in and to any and all modifications, design changes or improvements of the Howazit Platform suggested by you or any other party, without the payment of any additional consideration therefor to you or any other party, and that you will take all actions and do all things reasonably necessary, at Howazit’s sole expense, to aid Howazit to protect such rights.
- Except as explicitly provided herein, Howazit does not grant any licenses express or implied. All rights not explicitly granted are reserved by Howazit.
10. User Data
- You hereby warrant and represent that any and all User Data being provided to Howazit by you, including, without limitation, any User Data being uploaded to the Howazit Platform, is being provided in accordance with any applicable law, including, without limitation, any applicable privacy, date protection and anti-spam laws.
- Howazit agrees that all User Data which is received, and/or used and/or stored in connection with the use of the Howazit Platform and/or the provision of the Services, is the exclusive property of you and/or the End Users and Howazit hereby waives any interest, title, lien or right to any such User Data.
- The User Data may not be (i) used by Howazit other than in connection with these Terms; (ii) disclosed, sold, assigned, leased, or otherwise provided to third parties or (iii) commercially (or otherwise) exploited by or on behalf of Howazit without your prior written approval.
- All User Data furnished, disclosed, or provided to, and/or obtained by Howazit as result of these Terms shall be returned to you at the termination of these Terms, or upon demand, including, but not limited to any and all copies stored and/or recorded on any medium utilized (whether available now, or in the future). In addition, Howazit shall permanently delete, destroy and/or erase any and all copies of the User Data saved or stored on any and all media, whether for archival, back up, or similar purposes, and render such the User Data permanently irretrievable in perpetuity.
- For the avoidance of doubt (i) Howazit shall be entitled to use without limitation any non-identified and/or aggregated information received, used or stored in connection with the Howazit Platform and/or Services.
- A party receiving Confidential Information (“Recipient”) will ensure that the Confidential Information it receives from or in respect of the other Party (“Discloser”) is:
- maintained confidential;
- not disclosed to or used by any third party;
- maintained so as to prevent disclosure or unauthorized use;
- only used for the purposes of this Agreement;
- remains the exclusive property of the Discloser (and no rights in respect of the Confidential Information are granted or conveyed to the Recipient); and
- not reproduced in any form except as required for the purposes of this Agreement.
- For the purposes of this Agreement, “Confidential Information” includes all confidential information of a Discloser without limitation:
- this Agreement and its terms and conditions;
- all material (including documents, reports, products, software, equipment, data, source code, software tools and methodologies) of the Discloser;
- all financial and business and marketing information and strategies relating to the Discloser;
- all information relating to Your franchisees;
- all User Data;
- all information relating to customers or suppliers of the Discloser;
- all technical information, business and testing procedures and processes, methods and plans relating to the Discloser;
- information provided by the Discloser to the Recipient which is designated in writing as confidential or could reasonably be inferred to be confidential;
- all other information not generally known to the public relating to the Discloser’s business except where that information is:
- made public other than by the receiving party breaching this Agreement;
- required to be disclosed by law.
- The Recipient will ensure that, in respect of the Confidential Information it receives from or in respect of the Discloser:
- Access to the Confidential Information is only given to, Your Affiliates and those officers, employees, contractors or advisers of the Recipient that require access for the purposes of this Agreement.
- Your Affiliates and those officers, employees, Contractors and advisers are informed of the confidential nature of the Confidential Information and required to keep that information confidential and, in the absence of a professional obligation to maintain confidentiality, enter into a confidentiality agreement on similar and not less favorable terms and conditions as this Agreement.
- It establishes and maintains effective security measures to safeguard all Confidential Information from unauthorized access, use, copying, disclosure, damage or destruction and takes reasonable steps to enforce the confidentiality obligations under this Agreement.
- The Recipient’s obligation to keep confidential the Confidential Information of the Discloser is an essential condition of this Agreement and survives the expiration or termination of this Agreement.
- For the purposes of this clause, “Your Affiliates” means:
- Domino’s Pizza Netherlands B.V;
- Domino’s Pizza Belgium BVPA;
- Domino’s Pizza France S.A.S;
- Domino’s Pizza Deutschland GmbH; or
- Domino’s Pizza Japan, Inc,
- and any other entity notified by You in the future.
- Each party acknowledges that the unauthorized use or disclosure of the Discloser’s Confidential Information or the existence of a relationship between the parties could cause the Discloser irreparable harm, the degree of which may be difficult to ascertain. Accordingly, each party agrees that the Discloser shall have the right to seek prompt equitable relief to enjoin any unauthorized use or disclosure of its Confidential Information, in addition to any other rights and remedies it may have at law or otherwise.
- Termination upon Written Notice. These Terms shall remain in full force and effect for the period specified in the ‘Proposal for Customer Feedback Pilot’ dated [*].It is hereby clarified that all funds paid for services that Howazit shall opt not to provide pursuant to this Section 1 shall be returned to you if the Agreement is terminated pursuant to this Section.
- Termination for Cause. Without prejudice to any other rights or remedies, You or Howazit (as applicable) may, notwithstanding Section 1 of these Terms, terminate these Terms immediately upon the occurrence of one or more of the following events: (i) all or a substantial part of a party’s assets are sold or otherwise transferred to any person; (ii) a party is merged or consolidated with any other entity; (iii) a receiver, trustee, or liquidator is appointed for any of a party’s property or assets; (iv) a party admits in writing its inability to pay its debts as they mature; (v) a party makes a general assignment for the benefit of creditors; (vi) a party is adjudicated as bankrupt or insolvent; (vii) a petition for a party’s re-organization or for an arrangement with that party’s creditors, or for a readjustment of that party’s debts, or that party’s dissolution or liquidation is filed under any law or statute; (viii) a party ceases its business activities, or commences dissolution or liquidation proceedings; (ix) a party becomes subject to the control of any competitive firm or company; (x) You market, sell or distribute software and/or provide services that compete with the Howazit Platform or the Services without receiving the prior written consent of Howazit; or (xi) a party breaches these Terms and/or fail to perform any of its obligations hereunder, including, but not limited to, its payment obligations, and such breach has not been corrected within a grace period of fifteen (15) business days from receipt of a notice of breach or re-occurs after being corrected.
- If Howazit terminates the Agreement pursuant to clause 12.2, it shall not be liable to You for compensation, reimbursement or damages arising out of or connected with the loss of prospective profits on anticipated sales or commissions or an account of expenditures leases or commitments in connection with your business or goodwill.
- If You terminate the Agreement pursuant to clause 12.2, then Howazit agrees to refund to You a pro-rata portion of any subscription or license fee for the then-current term based on the number of months remaining in such term.
- Effects of Termination.
- Upon termination of these Terms for any reason you shall: (i) not use the Howazit Platform for any purpose whatsoever; (ii) disable the utilization of the Howazit Platform by any End User; and (ii) immediately destroy or return to Howazit all material belonging to Howazit or your licensors, including without limitation all copies of the Howazit Platform then in Your possession or control.
- Upon termination of these Terms for any reason, the license granted by Howazit and any right granted by you including to any End User or End Users shall terminate immediately, and you shall have no further right to use the Howazit Platform (including without limitation any other Intellectual Property contained therein or associated therewith) for any purpose whatsoever.
- Termination of these Terms shall not affect Howazit’s rights that have accrued prior to such termination, including, without limitation, any right to receive payment.
- The remedies set forth in this Section 4 shall be cumulative and in addition to any other remedies available to Howazit.
- Sections 11 and 15 through 22 shall survive any termination of these Terms.
13. Limitation of Liability
- EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED “AS IS” AND HOWAZIT DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. HOWAZIT DOES NOT WARRANT THAT THE PLATFORM WILL BE FREE FROM DEFECTS, IDENTIFY SECURITY VULNERABILITIES, OR THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. HOWAZIT IS NOT RESPONSIBLE, AND HAS NO LIABILITY FOR ANY HARDWARE, PLATFORM, OR OTHER ITEM OR SERVICE PROVIDED BY ANY PERSON OR ENTITY OTHER THAN HOWAZIT. EXCEPT FOR ANY WARRANTIES EXPRESSLY STATED IN THESE TERMS, THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE PLATFORM OR AS TO THE SATISFACTORY QUALITY, PERFORMANCE, AND ACCURACY OF THE PLATFORM REMAINS WITH YOU. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE THAT HOWAZIT DOES NOT WARRANT OR GUARANTY THE SECURITY OF THE HOWAZIT PLATFORM OR OF COMMUNICATIONS MADE USING THE HOWAZIT PLATFORM, AND YOU ASSUME ALL RISKS ASSOCIATED WITH SUCH SECURITY AND COMMUNICATIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HOWAZIT OR ANY OF ITS SUPPLIERS BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY) FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, CORRUPTION OR LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY) ARISING OUT OF THE SUBJECT MATTER OF THESE TERMS OR ANY RELATED AGREEMENT FOR SERVICES ENTERED INTO BY THE PARTIES OR ANY TRANSACTION BETWEEN YOU AND ANY END USER, EVEN IF HOWAZIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, HOWAZIT’S SOLE LIABILITY FOR DAMAGES ARISING UNDER THESE TERMS OR ANY RELATED AGREEMENT FOR SERVICES ENTERED INTO BY THE PARTIES OR ANY TRANSACTION BETWEEN YOU AND ANY END USER SHALL BE LIMITED TO THE AMOUNT ACTUALLY RECEIVED BY HOWAZIT FROM YOU SOLELY IN CONNECTION WITH THE RESPECTIVE CUSTOMER AND DURING THE TWELVE (12) MONTHS’ PERIOD IMMEDIATELY PRIOR TO THE OCCURRENCE GIVING RISE TO SUCH LIABILITY.
- Notwithstanding Section 13.1, each party (“Indemnifying Party”) will indemnify the other party (“Indemnified Party”), its directors, officers, employees and agents against any claim, damage, expense, loss or liability suffered or incurred by the Indemnified Party, its directors, officers, employees and agents to the extent that it is caused by a party’s breach of any privacy, confidentiality or data protection obligation under this Agreement.
14. Compliance with Laws
- You shall, at all times, strictly comply with any applicable law, regulations and/or orders, including, without limitation, any laws related to the protection of the privacy and security of personal information.
- You shall, at your own expense, make, obtain, and maintain in force at all times during the term of these Terms, all filings, registrations, notices, reports, licenses, permits and authorizations required under any applicable law, regulation or order in order for it to perform your obligations under these Terms.
15. Parties' Relationships
These Terms does not create any agency, joint venture or partnership relationship between Howazit and you. You shall have no authority to act or to bind Howazit in any way, to alter any of the Terms and/or any terms and conditions of Howazit’s standard forms, to warrant or to execute agreements on behalf of Howazit, or to represent that Howazit is in any way responsible for your acts or omissions. You shall indemnify, defend and hold harmless Howazit, its affiliates and all officers, directors, shareholders and agents thereof, from and against all damages, losses, deficiencies, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by, asserted against or suffered by Howazit or any of the foregoing as a result of, or which arise from or in connection with actions, suits, demands or claims of any nature whatsoever (including, without limitation, counterclaims or defenses) to the extent that it is caused or contributed by Your breach of this Agreement or any negligent, fraudulent or wrongful act or omission by You or Your directors, officers employees or agents.
If any portion of these Terms is construed to be illegal, invalid or unenforceable, such portion shall be deemed stricken and deleted from these Terms to the same extent and effect as if it were never incorporated herein, but all other portions shall continue in full force and effect; provided, however, that such resulting construction of the Agreement does and shall not frustrate the main purpose of the Agreement.
17. Governing Law
Governing Law; 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; however, Howazit shall retain the right to institute proceedings, including interlocutory and/or injunctive relief, in any other territory.
18. No Assignment Without Consent
None of your obligations, rights or interests, or any part thereof, arising under these Terms, may be sold, assigned or transferred in any way, to any third party, by operation of law or otherwise, without the prior written consent of Howazit.
A failure by Howazit to enforce at any time any term, provision or condition of these Terms, or to exercise any of its rights or options herein, shall in no way operate as a waiver thereof, nor shall any single or partial exercise preclude any other right or option herein; in no way whatsoever shall a waiver of any term, provision or condition of these Terms be valid unless in writing, signed by Howazit, and only to the extent set forth in such writing.
Howazit acknowledges and agrees that it is not permitted to make any statement, press release or other announcement relating to You or this Agreement, or include Your name on its website or any other marketing or promotional material, without Your prior written consent.
Howazit agrees to provide You with accurate operational reports and/or analyses, relating to Your and Your End Users’ use of the Howazit Platform, as reasonably requested by You from time to time. Notwithstanding any other provision in this Agreement, Howazit acknowledges and agrees that any such reports or analyses provided to You are Your property and are able to be used for internal business purposes.
22. Entire Agreement
These Terms, together with any Payment Plan and/or forms and/or service orders filled-in separately by you either online or otherwise from time to time and in connection with any customer managed by you (collectively, the “Plans“), constitute the entire agreement between the parties with respect to the subject matter hereof. These Terms supersede, and the terms hereof govern, any other prior or collateral agreements with respect to the subject matter hereof. Any amendments to these Terms must be in writing and executed by an authorized officer of Howazit. In the event of any discrepancy between the terms and conditions of these Terms and the terms and conditions any of the Plans, the terms and conditions of these Terms shall prevail and supersede.
For any questions about these Terms or any other issue regarding Howazit or the Platform or the Services please contact Howazit at: firstname.lastname@example.org.
Last update: April 27, 2017.
All rights reserved, Howazit Ltd. (2017)