Terms of Service
All orders received by Immue (“Immue Cyber Technologies LTD”) for access and use of its products, are subject to this Agreement, the terms and conditions on any purchase order form, and any special terms and conditions specified in the Order Form. No purchase order and/or special terms and conditions take precedence over this Agreement. Our failure to insist upon strict performance of any term or condition shall not constitute a waiver of any subsequent breach by you. Your downloading, installing, accessing or using of the Immue products constitutes you consent to this Agreement and undertaking to operate in compliance therewith.
1. License Grant. Subject to the terms and conditions in, and only during the term of, this Agreement, Immue grants You the limited, nonexclusive, revocable, non-sublicensable and non-transferable license to access and use the Immue program and product for internal purposes only, and not for resale or distribution, and within the limited scope set out in any purchase order.
2. Restrictions on Use. You will not, and will not permit any person, directly or indirectly, to (i) reverse engineer, disassemble, reconstruct, decompile, translate, modify, copy, download the data provided by the products, other than as explicitly permitted hereunder; or (ii) create derivative works of the products or the service, or any aspect or portion thereof, including without limitation, source code and algorithms. You shall not distribute or otherwise disseminate the products or services by any means or in any form, except as an integral part of Your Service
3. Intellectual Property. As between you and Immue, Immue retains all right, title and interest, including without limitation all intellectual property rights, in and to, (i) the products, the service, the content and any and all elements and components thereof, including content, technology, software, code, user interfaces and any derivative works and/or compilations thereof which are made available to you and which you may access or use as part of this Agreement; and (ii) any feedback (including suggestions comments, improvements, ideas, etc.), about the service, the content, or the products
4. Confidential Information. The term “Confidential Information” means any information of or relating to Immue that becomes known to you through disclosure, observation or otherwise, and that either is designated as confidential by Immue or that is reasonably understood to be confidential, including, without limitation, information regarding the Immue's products, services, programs, features, data, techniques, technology, code, ideas, inventions, research, testing, methods, procedures, know-how, trade secrets, business and financial information and other activities. All Immue Confidential Information remains the property of Immue, and no license or other right in any Immue Confidential Information is granted hereby. You will not disclose any Immue Confidential Information to any third party, and will take all reasonable precautions to prevent its unauthorized dissemination. If you are an organization, you will limit your internal disclosure of Immue Confidential Information to your employees or consultants who have a need to know, and will take steps to ensure that dissemination is so limited. You shall be responsible for any act or omission of any of your employees or consultants with respect to the Immue Confidential Information. Upon Immue' written request, you will destroy or return to Immue all Immue Confidential Information in your custody or control.
5. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(a) YOUR USE OF THE PRODUCTS, CONTENT, AND SERVICE IS AT YOUR SOLE RISK. THE PRODUCTS AND SERVICE ARE EACH PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IMMUE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(b) IMMUE DOES NOT WARRANT THAT (i) THE PRODUCTS OR SERVICE WILL MEET ALL OF YOUR REQUIREMENTS; (ii) THE OPERATION OF THE PRODUCTS, CONTENT OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT KNOWN OR DISCOVERED ERRORS WILL BE CORRECTED; OR (iii) WILL PROVIDE RESULTS THAT ARE ACCURATE OR RELIABLE OR (iv) WILL MEET YOUR EXPECTATIONS.
6. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT IMMUE, ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS AS WELL AS ITS SUBSIDIARIES, AFFILIATES AND LICENSORS, AND THEIR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COVER OR OTHER INTANGIBLE LOSSES (EVEN IF IMMUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (I) THE USE OF OR THE INABILITY TO USE THE PRODUCTS; (II) THE USE AND/OR THE RELIANCE UPON THE PRODUCTS; (III) UNAUTHORIZED ACCESS TO, OR THE LOSS, CORRUPTION OR ALTERATION OF, YOUR SERVICE, TRANSMISSIONS, CONTENT OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY USING YOUR SERVICE; (V) IMMUE'S ACTIONS OR OMISSIONS IN RELIANCE UPON YOUR INFORMATION AND ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM; (VI) YOUR FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS OR ACCESS RIGHTS TO YOUR ACCOUNT INFORMATION WHICH ALLOWS ACCESS TO THE SERVICES OR THE ACCOUNT INFORMATION OF ANY USER OF YOUR SERVICE; (VII) THE ACTS OR OMISSIONS OF ANY THIRD PARTY USING THE SERVICE; (VIII) THE TERMINATION OF AVAILABILITY OF THE PRODUCTS OR THE SERVICE; OR (IX) ANY OTHER MATTER RELATING TO THE PRODUCTS, CONTENT, OR SERVICE. IN THE EVENT THE FORGOING IS NOT APPLICABLE IN ANY JURISDICTION, IN NO EVENT SHALL IMMUE MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE EXCEED THE TOTAL AMOUNT OF US $1000.
7. Term and Termination
1. Term. You agree that this Agreement shall be deemed to be in effect upon the date on of the last signature on the Order Form.
1. Per the termination conditions listed on the PO; and/or
2. This Agreement shall terminate automatically and without notice immediately upon any breach of the terms of this Agreement. Immue may change or suspend the Service or your use of the Service, at any time and without advance notice.
3. Upon the termination of this Agreement for any reason the rights granted to you herein, including all licenses and data and you will destroy or return to Immue all Immue Confidential Information in your custody or control. Notwithstanding any termination of this Agreement, Sections 3, 4, 5, 6, 7 and 8 shall continue to apply and survive termination.
1. Except expressly provided for herein, you may not use Immue’ logos, names or trademarks to issue publicity or general marketing communications concerning its involvement with Immue, unless Immue has provided written notice stating otherwise.
2. This Agreement and the relationship between you and Immue shall be governed by the laws of the State of Israel without regard to its conflict of law provisions. You and Immue agree to submit to the personal and exclusive jurisdiction of the courts located within Israel.
3. The failure or delay by Immue to exercise or enforce any right or provision of this Agreement or rights under applicable law shall not constitute a waiver of any such provisions or rights. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.
4. You may not assign or transfer your rights or obligations under this Agreement. Immue may assign its rights and obligations to any third party.