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TERMS AND CONDITIONS

 

PLEASE READ THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE (THE “TERMS” AND TOGETHER WITH ALL SERVICE ORDERS AND OTHER POLICIES THE “AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES (AS DEFINED BELOW).
 

THIS AGREEMENT ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU (HEREINAFTER, “CUSTOMER” OR “YOU“) AND UVTAL HEALTH LTD. (“UVTAL“).
 

BY PERFORMING ANY OF THE FOLLOWING: ACCESSING, RUNNING OR USING THE SERVICES, OR BY EXECUTING THESE TERMS THROUGH A SERVICE ORDER (AS DEFINED BELOW) YOU AGREE: (I) THAT THIS AGREEMENT IS A LEGALLY BINDING AND VALID AGREEMENT, (II) TO ABIDE BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND (II) TO TAKE ALL NECESSARY STEPS TO ENSURE THAT THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE ADHERED TO BY ANY PERSON OR ENTITY UNDER YOUR CONTROL OR IN YOUR SERVICE.
 

IF YOU ARE USING THE SERVICES 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” “YOUR” AND “CUSTOMER” ALSO REFERS TO THAT ORGANIZATION.
 

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES IN ANY WAY.
 

  1. DEFINITIONS. Capitalized terms shall have the meanings set forth in this section, or in the section where they are first used.

    • “App” means Uvtal’s health benefit program accessible for the End Users through Uvtal’s mobile-based application.

    • “Authorized User” means any individual who is an employee of Customer, or an affiliate, partner, service provider or such other person or entity as may be authorized by Customer to access the Services pursuant to Customer’s rights under this Agreement.

    • “Customer Data” means any data, information, programs, and other content provided or transmitted by Customer or its Authorized Users to the Services, including, without limitation Authorized Users and End Users’ (as defined below) personal data.

    • “Documentation” means written information (whether contained in user or technical manuals, training materials, specifications or otherwise, whether in paper, electronic or other written form) regarding the Services that are made available by Uvtal to Customer online or in any other manner, including such documentation available at [email protected]

    • “End User” means any individual who is an employee of Customer as may be authorized by Customer to access and/or use the Services pursuant to Customer’s rights under this Agreement and End Users’ Terms and Conditions.

    • “Intellectual Property Rights” means any and all intellectual property, industrial property, and other proprietary rights throughout the world, including all rights in, to, or arising out of patents, patent applications, inventions (whether patentable or not), invention disclosures, trade secrets, know-how, proprietary information, works of authorship, copyrights, mask works, moral rights, trademarks, service marks, software, data, technology, layout designs and design rights, and all registrations, applications, renewals, extensions, or reissues of any of the foregoing.

    • “Services” means the Uvtal ‘s proprietary software-as-a-service platform and all associated technology which is made generally available and subscribed by Customer in a Service Order.

    • “Service Order” means the online order purchase pages available at Uvtal website through which Customer orders the Services, the terms set forth in the online purchase pages shall constitute a Service Order, which terms shall be emailed to Customer at the end of the purchase process.
       

  2. PROVISION OF SERVICES

    • Subject to the terms and conditions of this Agreement, Uvtal grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Term (as defined below). Customer may permit its Authorized Users to use the Services provided that Customer shall be responsible for each Authorized User’s compliance with and breach of this Agreement.

    • Restrictions. Customer will not, and will not permit any Authorized User or other party to: (a) access or use the Services in any manner beyond the scope of rights expressly granted in this Agreement; (b) modify, adapt, alter, translate, or create derivative works of the Services; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer the Services or Documentation to any third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services, except to the extent expressly permitted by applicable law (and then only upon advance written notice to Uvtal); (e) bypass, delete, or disable any copy protection or security mechanisms of the Services; (f) use or demonstrate the Services in any other way that is in competition with Uvtal; (g) remove any notice of proprietary rights from the Services; (h) attempt to gain unauthorized access to, or disrupt the integrity, performance or security of the Services or the data contained therein; (i) use or copy the Services or Documentation, except as expressly allowed herein; (j) access or use the Services or Documentation in any manner or for any purpose that violates any third party rights (including Intellectual Property Rights), or that violates any applicable law; (k) access the Services not through the designated platform offered by Uvtal or the official Uvtal APIs; or (l) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by Uvtal for use expressly for such purposes. Uvtal shall have the right, but not the obligation, to review and monitor all use of the Services to ensure compliance with the terms and conditions of this Agreement.

    • Service Orders. Each Service Order, once executed, is hereby incorporated into these Terms by reference and is subject to the terms and conditions of these Terms; provided, however, that in the event of a conflict with the terms contained in any Service Order, the Terms shall control unless express reference to the superseded term in these Terms is set forth in the Service Order.
       

  3. USE OF THE SERVICES

    • Setup Responsibilities. Customer shall be responsible for setting up and configuring the Services with Uvtal’s reasonable assistance and advice if necessary, including without limitation any provisioning of access to the Services to its Authorized Users. Customer shall be responsible for obtaining and maintaining, at Customer’s expense, all of the necessary telecommunications, computer hardware, software, services and Internet connectivity required by Customer or any Authorized User to access the Services from the Internet. In the event that Uvtal assists or advises Customer with any Services setup, configuration or support, in no event shall such assistance or advice be construed as legal advice.

    • Customer Account. Customer is solely responsible for protecting and safeguarding Customer’s account and passwords and/or keys or other access protocols that have been provided to Customer or that are generated in connection with Customer’s use of the Services. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of its account and the Services. Customer is solely and fully responsible for all activities, including accrued charges, that occur in connection with its account and its use of the Services. In the event Customer believes Customer’s account or the Services have been compromised, including any unauthorized use or access of the Services or any other known or suspected breach of security, Customer shall immediately notify Uvtal by email to [email protected], but in no event more than twenty-four (24) hours following discovery of such breach.

    • Suspension, Limitation and Termination of Access. Uvtal shall be entitled, to immediately suspend, terminate or limit Customer’s access to the Services at any time in the event that Uvtal determines, in its reasonable discretion, that (i) the Services are being used by Customer, its Authorized Users or the End Users in violation of any applicable laws or regulations or this Agreement; (ii) the Services are being used by Customer in an unauthorized, inappropriate, or fraudulent manner; (iii) the use of the Services by Customer adversely affects Uvtal’s equipment or service to others; (iv) Uvtal is prohibited by an order of a court or other governmental agency from providing the Services; (v) there is a denial of service attack or any other event which Uvtal determines, in its sole discretion, may create a risk to the Services or to any other customers if the Services were not suspended; (vi) there is a security incident or other disaster that impacts the Services or the security of the Services, Customer’s account or Customer Data; or (vii) any amount due under this Agreement is not received by Uvtal within fifteen (15) days after it was due. Without limiting the generality of this Section, Uvtal shall have no liability for any damages, liabilities or losses as a result of any suspension, limitation or termination of Customer‘s right to use the Services pursuant to this Section 3.3. It is hereby clarified that in case of suspension, termination, or limitation of Customer’s access to the Services under this section, the End Users’ access and right to use the App shall also be suspended, terminated, or limited accordingly.

    • The App.

      • The App. Subject to the terms and conditions of this Agreement and the Terms and Conditions of the App, Uvtal shall grant the End Users the right to use the App during the Term (as defined below). By using the App, the End Users will have the opportunity to earn points that can be converted into benefits based on actions that they may take that can be redeemed and used by them in the App Market all as shall be described in the App and subject to the Terms and Conditions of the App (“Points” and “Benefits“, respectively). Customer confirms and acknowledges that it shall be solely responsible for each End User’s compliance with and breach of the Terms and Conditions of the App.

      • Project Manager and Operation of the App Responsibilities. Customer shall appoint one of its Authorized User as the project manager who will be in charge and responsible, with Uvtal’s reasonable assistance and advice if necessary, for the operation of the App including the managing the access to the App to its End Users, the Benefits’ inventory, communication with the End Users through the App and any other activities and features which will be available for use through the App (“Project Manager“). For that purpose, the Project Manager will receive access to the Customer’s Web Plan through which the App can be managed.

      • App User Interface. The Customer will be able, with Uvtal’s reasonable assistance and advice if necessary, to customize and design the App user interface, including adding Customer’s logo, colors and other design elements that will suit the Customer organization. Such customization and design shall be subject to the prior approval of Uvtal.

      • Users. The Customer confirms and acknowledges that the number of End Users that can actually use the App will be the number as specified in the Service Order. In addition, the Customer confirms and acknowledges that each End User is personal and non-transferable. The Customer undertakes that End Users will not share or transfer their username or password to any third party and to clarify it to its End Users. Any deviation from this undertaking by the Customer or its End Users will impose an additional fee on the Customer.

      • Terms and Conditions. The Customer confirms and acknowledges that any use by its End Users of the App, shall be subject to the express consent of each End User to (i) the Terms and Conditions of the App; and (ii) the Privacy Policy of the App, both available at: https://yuvital.com/privacy-policy/

      • Benefits. Uvtal warrants solely to the Customer that the Benefits can be redeemed with the businesses included in the App Market (“Business(es)“). Benefits may be redeemed for various Businesses that Uvtal makes available for Customer, and that may change, from time to time. Benefits may be subject to additional terms, conditions and restrictions that are set by Uvtal or a Business. Such terms, conditions and restrictions may be updated, modified, suspended, or cancelled at any time without notice to the Customers or the End Users. All Benefits are offered subject to availability and restrictions imposed by the Businesses. End Users will be responsible for paying any applicable shipping and handling charges. Benefits are per user are non-accrual or transferable and may not be combined with other promotions or other discounts. At the end of each month, all unredeemed Benefits in such particular month will be automatically expired. Once a Benefit has been requested or redeemed by an End User, no changes, refunds or return of Points are permitted for any reason.

      • No Liability. CUSTOMER ACKNOWLEDGES AND CONFIRMS THAT: (I) UVTAL DOES NOT RELATED OR CONTROL THE BUSINESSES AND UVTAL SHOULD NOT BE SEEN AS THE SELLER, AGENT, DISTRIBUTOR, IMPORTER OR MANUFACTURER OF THE PRODUCTS OR SERVICES DISPLAYED AND OFFERED TO THE END USERS VIA THE APP MARKET (“PRODUCT(S) OR SERVICE(S)“), AND THEREFORE DOES NOT DIRECTLY OR INDIRECTLY BEAR ANY RESPONSIBILITY FOR THE PRODUCTS OR SERVICES; (II) UVTAL MAKES NO RECOMMENDATION, DOES NOT GUARANTEE AND SHALL HAVE NO LIABILITY AND/OR RESPONSIBILITY WITH RESPECT TO THE QUALITY, SATISFACTION, SUITABILITY FOR THE END USERS’ NEEDS OR TO THE TECHNICAL SPECIFICATIONS, DELIVERY TIMES, CUSTOMER SERVICE OR FITNESS FOR A PARTICULAR PURPOSE OF ANY PRODUCT OR SERVICE; (III) UVTAL DOES NOT WARRANT THE ACCURACY, RELIABILITY OR COMPLETENESS OF INFORMATION DISPLAYED VIA THE APP MARKET; (IV) UVTAL ASSUME NO RESPONSIBILITY FOR ANY LOSS, DAMAGE, DEFECT, INJURY, DEATH OR EXPENSE RELATING TO ANY BENEFIT AND SHALL HAVE NO RESPONSIBILITY IN CONNECTION WITH THE REDEMPTION OF THE BENEFITS BY THE END USERS; (V) UVTAL ASSUME NO RESPONSIBILITY FOR THE MANAGEMENT AND OPERTION OF THE APP BY THE CUSTOMER OR THE PROJECT MANAGER AS DESCRIBED IN SUBSECTION ‎3.4(B); (VI) THE APP IS PROVIDED “AS IS” AND UVTAL MAKES NO REPRESENTATIONS, WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS OR SERVICES INCLUDING REGARDING NON-INFRINGEMENT OF THIRD PARTY RIGHTS INCLUDING ANY INTELLECTUAL PROPRIETARY RIGHTS; (VII) UVTAL IS NOT RESPONSIBLE FOR LOST OR STOLEN POINTS OR BENEFITS; AND (VIII) THE USE OF ANY INFORMATION, ANALYSES AND OTHER DATA OR OUTPUT GENERATED BY THE APP OR RESULTING THEREFROM, IS AT THE END USER SOLE RISK AND THAT THE END USER 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. THE END USER ASSUMES SOLE AND EXCLUSIVE RESPONSIBILITY FOR ASSESSING THE RISKS, ADVANTAGES AND CONSEQUENCES OF USING THE APP, AND FOR ALL CONSEQUENCES RESULTING FROM SUCH USE AND FROM THE USE OF ANY DATA, INFORMATION, ANALYSES AND OTHER OUTPUT GENERATED BY THE APP OR RESULTING THEREFROM (ANY OF THE FOREGOING UNDER CLAUSES (I) THROUGH (VIII) WILL BE COLLECTIVELY REFERRED TO AS A “APP AND BENEFITS CLAIMS“).
         

  1. INTELLECTUAL PROPERTY

    • Customer acknowledges and agrees that the Services or any part thereof (including the Documentation and App user interface) are protected by copyright and other laws relating to Intellectual Property Rights, and that the Services embody valuable confidential information of Uvtal and its suppliers, the development of which required the expenditure of considerable time and financial resources. All right, title, and interest in and to the Services or any part thereof (including the Documentation and App user interface), and all worldwide Intellectual Property Rights therein and associated therewith, are the exclusive property of Uvtal and its suppliers. All rights in and to the Services not expressly granted to Customer in this Agreement are reserved by Uvtal and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Services, or any part thereof, including any right to obtain possession of any software, source code, data or other technical material related to the Services. Customer may not refer to Uvtal and its suppliers by name, logo or trademark in any way and for any reason whatsoever.

    • Continuous Development. Customer acknowledges that Uvtal may continually develop, deliver and provide to Customer on-going innovation to the Services in the form of new features, functionality, and efficiencies. Accordingly, Uvtal reserves the right to modify the Services from time to time. Some modifications will be provided to Customer at no additional charge. In the event Uvtal adds additional functionality to a particular Service, Uvtal may condition the implementation of such modifications on Customer’s payment of additional fees provided Customer and Uvtal have agreed in writing to the additional fees and Customer may continue to use the version of the Services that Uvtal makes generally available (without such features) without paying additional fees.

    • In the event that Customer or its Authorized Users provide any comments or suggestions in connection with the Services, whether written or oral (collectively, the “Feedback”), Uvtal, in its sole discretion, shall be entitled to use the Feedback without restriction, and such Feedback will not be treated as confidential to Customer. Customer hereby grants Uvtal, on behalf of itself and its Authorized Users, a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback into Uvtal products and services.

    • Aggregated Data. Uvtal may collect and derive from Customer Data aggregated data that does not identify Customer, any third-party entity or any natural persons, and use and disclose such aggregated data for Uvtal’s legitimate business purposes, which may include but is not limited to Services improvement, service and product development, research and marketing.
       

  2. FEES AND EXPENSES; PAYMENTS

    • In consideration for the Services, Customer will pay to Uvtal the fees set forth in the Service Order (“Fees”). All monthly subscription plans, fees and other terms related to the Fees are described on the pricing page [Please insert a link] (“Pricing Page“). By purchasing a monthly subscription plan, You will receive every month an amount of Benefits that can be redeemed by the End Users as part of the App (“Monthly Benefits”). Monthly Benefits are per user and are non-accrual or transferable. At the end of each month, all unredeemed Monthly Benefits in such particular month will be automatically expired. In case all Monthly Benefits have been redeemed for a particular month, Customer will be able to purchase an additional amount of ad-hoc benefits at an additional cost as described on the Pricing Page (“Ad-Hoc Benefits”). Any Ad-Hoc Benefits not redeemed in a specific subscription month shall expire automatically. Any change in the monthly subscription plan by You shall be permitted at the end of each month. Uvtal shall be entitled to withhold performance and suspend or discontinue the Services until all amounts due are paid in full.

    • Billing, Invoicing, and Payment Terms. Uvtal will charge Customer the Fees for the Services in advance for each billing period on or after the first day of such billing period. All Fees for Services are due and payable in EUR or US Dollars]. Fees may be paid online via various payment methods as set forth, from time to time, on the Pricing Page [add link] or as set forth in any Service Order. Services can be purchased online via various payment methods as set forth, from time to time, on the Pricing Page. If Customer is paying by credit card or eCheck, (a) Customer hereby irrevocably authorizes Uvtal to charge the credit card or other payment method provided for any such amounts when due, (b) amounts due will be automatically charged, (c) if Customer’s credit card is declined, Uvtal will attempt to reach out to Customer for a new payment method, and (d) if Customer’s credit card expires, Customer hereby gives Uvtal permission to submit the credit card charge with a later expiration date. Except as otherwise set forth in this Agreement, all Fees paid by Customer for the Services are nonrefundable. All billing disputes must be emailed to [email protected] within fourteen (14) days of delivery of the billing statement or invoice, and disputes not made within that time are waived by Customer. Late payments, including those resulting from credit card declines, will accrue interest at a rate of one and one-half percent (1.5%) per month, or the highest rate allowed by applicable law, whichever is lower. If Uvtal must initiate a collections process to recover Fees due and payable hereunder, then Uvtal shall be entitled to recover from Customer all costs associated with such collection’s efforts, including but not limited to reasonable attorneys’ fees. In the event Uvtal delivers to Customer an invoice for any Fees or interest payments owed hereunder, such invoiced amounts shall be due within seven (7) days of the date of such invoice.

    • The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for the payment of all such taxes (other than taxes based on Uvtal’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the Fees and the delivery of the Services. To the extent that Uvtal charges any of the aforementioned taxes, they are calculated using the tax rates that apply based on the billing address provided by Customer. Such amounts are in addition to the Fees and will be billed to Customer’s authorized payment method. If Customer is exempt from payment of any such taxes, Customer must provide Uvtal with evidence of exemption. If Customer is not charged any of the aforementioned taxes by Uvtal, Customer is responsible for determining if taxes are payable, and if so, self-remitting such taxes to the appropriate tax authorities in Customer’s jurisdiction. Customer will make all payments of Fees to Uvtal free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Uvtal will be Customer’s sole responsibility, and Customer will provide Uvtal with official receipts issued by the appropriate taxing authority, or such other evidence as Uvtal may reasonably request, to establish that such taxes have been paid. Customer shall indemnify, defend, and hold Uvtal harmless in connection with any proceedings brought by any taxing authorities in connection with this Agreement.
       

  3. CUSTOMER DATA AND RESPONSIBILITIES

    • Customer Data; Compliance with Applicable Laws. Customer Data, and all worldwide Intellectual Property Rights therein, is, as between Uvtal and Customer, the exclusive property of Customer. Customer grants Uvtal 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 Services and as otherwise permitted in this Agreement. Customer warrants that Customer is 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 Services and to grant the rights granted to Uvtal under this Agreement. In addition, Customer warrants that it has complied, and will continue to comply, with all applicable laws and regulations applicable to Customer’s use of the Services including any applicable laws that govern data privacy and that Customer has all legal bases for processing sufficient to allow Uvtal to use any personal data provided by Customer and/or its Authorized Users or End Users for the purpose of providing the Services and the App and as set forth under the Privacy Policy and the Privacy Policy of the App, including the processing of such personal data in any jurisdiction in which Uvtal and any of its subcontractors operate.

    • Customer Responsibilities for Data and Security. Customer and its Authorized Users shall have access to the Customer Data and shall be responsible for all changes to and/or deletions of Customer Data and the security of all passwords and other account information required in order to access and use the Services. Customer shall have the ability to retrieve or export Customer Data out of the Services using the self-service tools Uvtal makes available to the Customer. Customer is encouraged to make its own back-ups of the Customer Data and is responsible for backing up such data. Customer shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data and the means by which Customer acquired Customer Data, and for the adequate security, protection and backup of Customer’s Data. Customer understands that the Services may store and backup files that are no longer usable due to corruption from viruses, software malfunctions and other causes, which might result in Customer restoring files that are no longer usable.
       

  4. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

    • Mutual Representations and Warranties. Uvtal and Customer each represents and warrants that: (i) it has full corporate right, power, and authority to enter into this Agreement; (ii) the execution of this Agreement by and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a party or is otherwise bound; and (iii) to comply with all applicable privacy and data protection laws, regulations and guidelines with respect to its performance of this Agreement.

    • Customer Representations and Warranties. Customer represents and warrants that: (i) Customer has a legally sufficient privacy policy that is made available to Authorized Users and the End Users prior to their provision of any personal data of Authorized Users and the End Users to Customer or Uvtal; (ii) the Customer Data and use of the Customer Data (a) will not infringe, misappropriate, or otherwise violate the Intellectual Property Rights or other rights of any third party, (b) will not constitute defamation, invasion of privacy or publicity, or otherwise violate any similar rights of any third party, and (c) will not be used in any illegal activity or promote illegal activities, including, without limitation, in a manner that might be illegal or harmful to any person or entity; (iii) it will not distribute, share, or facilitate the distribution of unauthorized data, malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code.

    • Limited Warranty. Uvtal warrants solely to Customer that the Services, when used in accordance with the terms of this Agreement, will function substantially in accordance with the Documentation during the term of this Agreement. The foregoing warranty shall not apply to performance issues of the Services resulting from (i) content provided by or passed through Customer or third parties in connection with the Services including Customer Data; (ii) the operation of the Services and/or the App by the Customer; (iii) Customer’s data structures, operating environment, equipment or other technology; (iv) the use or combination of the Services with any other software or hardware not supported by Uvtal; (v) causes external to the Services, such as problems with the hardware, network or other infrastructure with which the Services are used; (vi) unauthorized or improper use of the or Services; (vii) any modification of the Services by Customer or its Authorized Users; or (viii) third party components incorporated into the Services, including open source software. Provided that Customer notifies Uvtal in writing of any breach of the foregoing warranty during the term of this Agreement, Uvtal shall, as Customer’s sole and exclusive remedy, use commercially reasonable efforts to correct such non-conformance. Additionally, Uvtal warrants that during the Term, Uvtal will perform the Services will be provided using commercially reasonable care and skill as described herein and in the Documentation.

    • THE LIMITED WARRANTY SET FORTH IN SECTION 7.3 IS MADE FOR THE BENEFIT OF CUSTOMER ONLY. EXCEPT AS EXPRESSLY PROVIDED IN SECTION ‎7.3 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES (INCLUDING THE DOCUMENTATION) ARE PROVIDED “AS IS,” AND UVTAL MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE SERVICES OR DOCUMENTATION (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO CUSTOMER BY UVTAL, AND ANY OFFERS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UVTAL DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR OPERATE WITHOUT INTERRUPTION OR DOWNTIME OR BE ERROR FREE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER.
       

  5. LIMITATION OF LIABILITY

    • Types of Damages. TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO, DAMAGES OR COSTS DUE TO LOSS OF PROFITS, DATA, REVENUE, GOODWILL, PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE, MISUSE, OR INABILITY TO USE THE SERVICES OR OTHER PRODUCTS OR SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF A PARTY HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES.

    • Amount of Damages. TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF UVTAL ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO UVTAL DURING THE SIX (6) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.

    • NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR ITS INDEMNIFICATION OBLIGATIONS ARISING UNDER SECTION ‎10, FOR ITS BREACH OF SECTION 2.1, 2.2, 3.3, 7.2 OR ‎9, FRAUD, WILLFUL MISCONDUCT, OR FOR DEATH OR PERSONAL INJURY.

    • Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section 8 shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the Fees have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
       

  6. CONFIDENTIALITY

    • Confidential Information. During the term of this Agreement, each party (the “Disclosing Party”) may provide the other party (the “Receiving Party”) with certain information regarding the Disclosing Party’s business, technology, products, or services, or other confidential or proprietary information (collectively, “Confidential Information”) in whatever form (written, oral or visual) that is furnished or made available to the Receiving Party by or on behalf of the Disclosing Party that (a) if in tangible form, the Disclosing Party has labeled in writing as proprietary or confidential, (b) if in oral or visual form, the Disclosing Party has identified as proprietary or confidential at the time of disclosure, or (c) is of a character that is commonly and reasonably regarded as confidential and/or proprietary. For the avoidance of doubt, the Services, Documentation, and all enhancements and improvements thereto, will be considered Confidential Information of Uvtal.

    • Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except for exercising its rights and performing its obligations under this Agreement. The Receiving Party will limit access to the Confidential Information to its employees and contractors who have a need to know, who are subject to confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information. In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party shall, upon request, provide to the Disclosing Party written notice certifying compliance with this sentence, unless prohibited by applicable law.

    • The confidentiality obligations set forth in this section will not apply to any information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) the Receiving Party can prove, by clear and convincing evidence, was already known to the Receiving Party without restriction at the time of disclosure; or (d) the Receiving Party can prove, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party promptly (to the extent legally permitted) notifies the Disclosing Party in writing of such required disclosure and reasonably cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.

    • Any breach or threatened or attempted breach of this Section 9 may result in immediate, irreparable harm for which monetary damages would be an inadequate remedy. If a court of competent jurisdiction finds that the Receiving Party has breached (or attempted or threatened to breach) any of the obligations set forth in this Section 9, the Receiving Party agrees that, without any additional findings of irreparable injury or other conditions to injunctive relief, it will not oppose the entry of an appropriate order compelling its performance and restraining it from any further breaches (or attempted or threatened breaches).
       

  7. INDEMNIFICATION

    • By Uvtal. Uvtal will defend at its expense any suit brought against Customer, and will pay any settlement Uvtal makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Services infringe or misappropriate any Intellectual Property Rights in the U.S., Canada, Australia, European Union member countries or the United Kingdom. If any portion of the Services becomes, or in Uvtal’s opinion is likely to become, the subject of a claim of infringement, Uvtal may, at Uvtal ’s option: (a) procure for Customer the right to continue using the Service; (b) replace or modify the Services to be non-infringing without materially impairing the functionality of the Services; or (c) terminate this Agreement and refund to Customer the pro-rated portion of any prepaid fees attributable to any unused Services, and upon such termination, Customer will immediately cease all use of the Services. Notwithstanding the foregoing, Uvtal shall have no obligation under this Section or otherwise with respect to any infringement claim based upon (v) the Customer Data (w) any use of the Services not in accordance with this Agreement or as specified in the Documentation or any applicable law, rule or regulation; (x) any use of the Services in combination with other products, equipment, software or data not supplied by Uvtal; (y) any modification of the Services by any person other than Uvtal; (z) modification of the Services based upon specifications furnished by Customer (any of the foregoing circumstances under clauses (v) through (z) will be collectively referred to as a “Customer Indemnity Responsibility”). This Section ‎10.1 states the sole and exclusive remedy of Customer and the entire liability of Uvtal , or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for third party claims and actions described in this Section ‎10.1.

    • By Customer. Customer will defend at its expense any suit brought against Uvtal, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party arising out of or relating to: (a) a Customer Indemnity Responsibility; (b) Customer’s breach or alleged breach of Sections ‎‎6.1 and/or ‎7.2 or any other representation, warranty or obligation under the Agreement; (c) End User’s breach or alleged breach of the Terms and Conditions of the App; or (d) End User’s claim regarding the App and Benefits Claims.

    • The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party shall promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party shall have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party shall cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.
       

  8. TERM AND TERMINATION

    • The Term of this Agreement begins upon the execution of Customer’s initial Service Order for using the Services (the “Effective Date“) and will continue until the expiration or termination of all Service Orders (the “Term“). For the avoidance of doubt, the Fees payable for any Service Order or the Services shall be non-refundable for any Term.

    • Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.

    • Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all rights and obligations of both parties, including all licenses granted hereunder, shall immediately terminate (except that all payment obligations accrued prior to termination or expiration shall survive); and (b) each party shall comply with the obligations to return or destroy all Confidential Information of the other party, as set forth in Section ‎9.2. Additionally, Uvtal shall have no obligation retain any Customer Data after any termination or expiration of this Agreement and may delete all Customer Data, unless required by applicable law . All liabilities accrued under this Agreement prior to the effective date of termination and the following Sections will survive expiration or termination of this Agreement for any reason: 1 (Definitions), 3.3 (Suspension, Limitation and Termination of Access), 4 (Intellectual Property), 5 (Fees and Expenses; Payments), 6 (Customer Data and Responsibilities), 7.4 (Disclaimer), 8 (Limitation of Liability), 9 (Confidentiality), 10 (Indemnification), 11.3 (Effect of Termination), and 12 (Miscellaneous).
       

  9. MISCELLANEOUS

    • Uvtal may not refer to Customer by name, logo or trademark in Uvtal’s marketing materials and website without Customer’s prior written consent.

    • Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of Israel, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue Tel-Aviv-Yafo, Israel courts for any lawsuit arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

    • Customer agrees not to export, re-export, or transfer, directly or indirectly, any software, technology or information forming a part of the Services or the Documentation in violation of any export control or other laws and regulations of any relevant jurisdiction.

    • If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

    • Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

    • Assignment. Customer shall not assign or transfer this Agreement, by operation of law or otherwise, without Uvtal’s prior written consent. Any attempt to assign or transfer this Agreement without such consent will be void. Uvtal may assign at any time any of its rights and/or obligations hereunder to any third party without Customer’s consent. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns.

    • Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, pandemic (including but not limited to SARS-CoV-2 (COVID-19) or any mutation thereof), or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

    • Independent Contractors. Each party’s relationship to the other party is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will have, and will not represent to any third party that it has, any authority to act on behalf of the other.

    • Entire Agreement. This Agreement, the Service Orders, Uvtal’s Privacy Policy, and Cookie Policy, constitute the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. Uvtal reserves the right, in its sole discretion, to modify and update these Terms including any other policies incorporated thereto, at any time, with or without notice. If so, Uvtal will post its updated Terms on the Uvtal website and You shall be responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services will be subject to the then-current Terms. If any modification is unacceptable to You, You may cease using the Services.

    • If You have any questions or queries about this Agreement or our Services, please do not hesitate to contact us via e-mail at: [email protected]

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