THIS AGREEMENT (THE "AGREEMENT") GOVERNS YOUR USE OF OUR PRODUCTS AND/OR SERVICES. BY ACCEPTING THIS AGREEMENT AND/OR BY USING OUR PRODUCTS AND/OR SERVICES YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OUR SERVICES OR PRODUCTS.
You may not access the Service if You are Our competitor, except with Our prior written consent. In addition, You may not access the Service for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. Any use of the Service is permitted only in accordance with the terms and conditions herein and for your personal business use only.
“Documentation” means Our online user guides, documentation, and help and training materials, as may be provided or updated from time to time by Us, and/or any information provided to you by Us hereunder, through our website or otherwise from time to time.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Order Form” means an ordering document specifying the Service to be provided hereunder that is entered into between You and Us, including any addenda and supplements thereto.
“Service” means any product and/or service made available by Us, including any deliverables provided by Us in the framework of the Service and/or product of the Service and/or any intermediate outcome created by Us.
“User” means an individual who is authorized by You to use the Service, for whom You have ordered the Service, and to whom You (or We at Your request) have supplied a user identification and password. It is clarified that You are responsible for any acts or omission of the Users as if they were Your acts and omissions hereunder.
"We," "Us" or "Our" means Castor Technologies Ltd.
"You" or "Your" means the company or other legal entity for which you are accepting this Agreement. “Your Data” means electronic data and information, in tangible form, submitted by or for You to the Service or collected and processed by or for You using the Service.
2. USE OF SERVICES
2.1 Subscriptions. Our Services are intended to be retained only by other businesses (B2B). Furthermore, the Service are purchased as subscriptions for specific quantities of model quotes, and feature sets.
2.2 Usage Limits. Service may be subject to usage limits, including, for example, the quantities specified in Order Forms. Unless otherwise specified in the Order Form, (a) a quantity specified in an Order Form refers to specific Quantities of model quotes, and, if so specified in the Order Form, the Service may not be accessed by more than that number of Users specified thereunder, (b) a User’s password may not be shared with any other individual, and (c) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Service. If You exceed a contractual usage limit, then, without derogating from any right or remedy available to Us under any law, equity or contract, we may block your access to the Service. Compliance with contractual usage limits (such as the threshold of number of parts uploaded to the Services) shall be measured based on Our records.
2.3 Your Responsibilities. You will (a) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Service, and notify Us promptly of any such unauthorized access or use, (d) use Service only in accordance with the Documentation and applicable laws and government regulations.
2.4 Usage Restrictions. You will not (a) make any Service available to, or use any Service for the benefit of, anyone other than You, (b) sell, resell, license, sublicense, distribute, rent or lease any Service, or include any Service in a service bureau or outsourcing offering (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (c) use a Service to store or transmit Malicious Code, (d) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (e) attempt to gain unauthorized access to any Service or its related systems or networks, (f) permit direct or indirect access to or use of any Service in a way that circumvents a contractual usage limit, (g) copy a Service or any part, feature, function or user interface thereof, (h) frame or mirror any part of any Service, (i) access any Service in order to build a competitive product or service, (j) reverse engineer any Service (to the extent such restriction is permitted by law), (k) use any robot, spider, scraper or other automated means or other similar non-human programs in connection with the Service or hack or otherwise interfere or attempt to interfere with the proper working of the Service or any software and/or asset used in connection thereto, (l) provide Us with any private or sensitive information pertaining to an individual, including such information which is protected under any privacy laws or regulations.
3. FEES AND PAYMENT FOR SERVICES
3.1 Fees. You will pay all fees specified in the Order Forms (if any). It is clarified that if the Service is to be provided free of charge, We may at our sole discretion suspend or terminate Your access to the Service pending purchase of a subscription. Except as otherwise specified herein or in an Order Form, (i) fees are based on Service purchased and not on actual usage, (ii) payment obligations are non-cancelable and fees paid are nonrefundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
3.2 Invoicing and Payment. Unless otherwise provided in the Order Form, You will provide Us with valid and updated corporate credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You hereby represent that this card is your corporate credit card and authorize Us to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) (if any) as set forth in Section 9.2 (Term of Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
3.3 Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 5.2 (Invoicing and Payment).
3.4 Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full.
3.5 Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 3.5, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority.
4. PROPRIETARY RIGHTS AND LICENSES
4.1. Reservation of Rights. Subject to the limited right to use the Service expressly granted to You hereunder during the term of this Agreement or during the applicable time set forth in any Order Form, whichever is earlier, and the right to use of the deliverables purchased by You and delivered by Us to You in the framework of the Service (subject to due and timely payments for the entire Service), solely by You and for your own and internal business needs, and all subject to the terms set forth hereunder, We, as between Us and You, reserve all rights, title and interests in and to the Service, including all related intellectual property rights (including any insights (including if created through the use of electronic methods), knowledge, know-how, averaged data, aggregated data, benchmarks and/or analytics generated throughout the use of Your Data in the framework of providing the Service (excluding, for avoidance of doubt, Your Data itself). No rights are granted to You hereunder other than as expressly set forth herein.
4.2. License by You to use Your Data. You grant Us a worldwide, perpetual, irrevocable, unconditional, royalty-free and fully paid up license to host, copy, transmit, display and otherwise use (including as part of a machine learning dataset) and have hosted, copied, transmitted, displayed and otherwise used (including as part of a machine learning dataset) Your Data and any program code created by or for You using the Service or any other Confidential Information provided by You and to transfer the same to third parties engaged by Us, as required in order to provide You with the Service. We may also use Your Data for Our internal purposes, such as for archive purposes and/or for furthering our technology. Without derogation from the generality of the aforesaid, as part of the Service, We may convert CAD files provided to Us by You into a different format. We may use such converted files as part of the Service, including by providing service bureaus with such converted files; however We will not be liable for the quality of the converted files and for any use of the same, including for the prints made based on such converted files. Subject to the limited licenses granted herein, We acquire no right, title or interest from You under this Agreement in or to Your Data. You acknowledges that the Service is not intended to be used as storage, backup or archiving services. It is your responsibility to back up your content (including Your Data) and you are responsible for any lost or unrecoverable Content.
4.3. License by You to Use Feedback. You grant to Us a worldwide, perpetual, irrevocable, unconditional, royalty-free and fully paid up license to use and have used and incorporate and have incorporated into the Service or any our current or future products or services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users.
4.4 We may use Your name and logo for promotional purposes, including for marketing and furthering the Service and/or Our business, at Our website, brochures, presentations and any other marketing material, including but not limited at tradeshows or road shows.
5.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential or proprietary information given the nature of the information and the circumstances of disclosure, including information pertaining to the business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by the Disclosing Party. Your Confidential Information includes also Your Data. Our Confidential Information includes also the Service, including any information in connection to our intellectual property or other proprietary materials hereunder and the terms and conditions of this Agreement and all Order Forms (including pricing therein). However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party, without breach of any obligation owed to the Disclosing Party, and/or (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by Us without the use of or reference to your Confidential Information.
5.2. Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need that access for purposes consistent with this Agreement and who are subject to written confidentiality and non-use undertakings, or duty of confidentiality under applicable law, that are containing protections no less stringent than those herein.
5.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided that the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
6. REPRESENTATIONS AND DISCLAIMERS
6.1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power and all rights, permits and authorities to do so.
6.2. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD PARTIES, INCLUDING WITHOUT LIMITATION ANY THIRD-PARTY HOSTING PROVIDERS OR ANY ADDITIVE MANUFACTURING SERVICE BUREAUS.
6.3. WE CANNOT GUARANTY THE SERVICES WILL BE UNINTERRUPTED, WITHOUT ERROR, SECURED, OR FREE OF DEFECTS.
6.4 YOUR USE OF THE SERVICE IS AT YOUR SOLE DISCRETION AND RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND. WITHOUT DEROGATING FROM THE GENERALITY OF THE AFORESAID, YOU HEREBY ACKNOWLEDGES THAT OUR SERVICES INCLUDES SUGGESTIONS ONLY PERTAINING TO 3D PRINTING OF CERTAIN PARTS UPLOADED TO OUR SERVICE AND/OR POTENTIAL SERVICE BUREAUS YOU MAY CONSIDER TO ENGAGE WITH. ANY SUGGESTION (INCLUDING OUR REPORT THAT MAY BE PROVIDED UNDER THE SERVICE) IS ADVISORY ONLY. WE MAKE NO PROMISES THAT SUCH SUGGESTIONS WILL BE SUITABLE FOR YOUR NEEDS OR FOR THE ACTUAL PRINTING RESULTS (IF ANY). ANY PRINTING YOU CONSUMMATE BASED ON SUGGESTIONS PROVIDED TO YOU ARE AT YOUR OWN RISK. WE WILL NOT BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES SUFFERED BY YOU RESULTING FROM YOUR USE OF, OR RELIANCE ON, THE SERVICE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE SAME. THE FINAL DECISION SHOULD ALWAYS BE MADE BY A PROFESSIONAL TO ENSURE THE MANUFACTURING METHOD, SETUP AND OTHER VARIABLES WILL PRODUCE THE INTENDED RESULTS, INCLUDING IN TERMS OF COST, FUNCTIONALITY AND SAFETY.
6.5 YOU FURTHER ACKNOWLEDGE THAT THE SERVICE IS STILL IN DEVELOPMENTAL STAGES. THERE IS NO ASSURANCE THAT THE USE OF THE SERVICE WILL YIELD THE DESIRED BENEFITS; IN FACT, THE USE OF THE SERVICE MAY ENTAIL UNDESIRED RESULTS.
6.6 Without derogating from the generality of the above, We shall not be liable for any mistakes or errors found in the Documentation, quotes or other materials produced through the use of the Service (including in connection with converted files). No advice or information, whether oral or written, obtained by you from Us, shall create any warranty.
You will defend Us, Our affiliates, employees, contractors and agents (the "Indemnified Parties"), against any claim, demand, suit or proceeding made or brought against the Indemnified Parties by a third party alleging that Your Data, or Your use of the Service are in breach of this Agreement, infringes or misappropriates any third party’s intellectual property rights or violates applicable law (a “Claim”), and will indemnify the Indemnified Parties from any damages, attorney fees and costs finally awarded against them as a result of, or for any amounts paid by the Indemnified Parties under a court-approved settlement of, a Claim, provided that the applicable Indemnified Parties (a) promptly give You written notice of the Claim, (b) give You sole control of the defense and settlement of the Claim (except that You may not settle any Claim unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.
8. LIMITATION OF LIABILITY
8.1. EXECPT IN RESPECT TO YOUR PAYMENT OBLIGATIONS, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL,CONSEQUENTIAL,COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL APPLY TO THE MAXIMUM EXTENT ALLOWED BY LAW.
8.2 IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY BODILY INJURIES. THIS INCLUDES INJURIES CAUSED BY THE MANUFACTURED PART, WITH OR WITHOUT RELYING ON THE SERVICES (INCLUDING ANY SERVICE SUGGESTIONS).
8.3 IN ADDITION, WE SHALL NOT BE LIABLE FOR EITHER DIRECT OR INDIRECT DAMAGES.
8.4. WITHOUT DEROGATE FROM THE AFORESIAD, NEITHER PARTY'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT. THE ABOVE LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATION WILL NOT LIMIT YOUR PAYMENT OR INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT OR THE ORDER FORM.
9. TERMINATION OF SERVICES
9.1 Term of Agreement. This Agreement commences on the date You first accept it (including by a way of your first use or attempt to use the Service) and continues until all subscriptions hereunder have expired or have been terminated.
9.2 Term of Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The pricing during any automatic renewal term will be the same as that during the immediately prior term (except for any discount provided thereunder which shall not continue to apply during the renewal term, unless the Order Form provides otherwise), unless We have given You written notice of a pricing increase at least 60 days before the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter.
9.3 Termination. You may stop using the Service at any time. We may suspend or terminate your access to the Services or this Agreement at any time at our discretion and without notice if You do not comply with this Agreement.
9.4 Upon the effective date of termination of this Agreement: (i) We will immediately cease providing the Service and Your access to the Service will be immediately suspended; (ii) any and all if your payment obligations hereunder until such the date of termination will immediately become due and payable at such time; (iii) either party will delete or destroy all copies of the Confidential Information of the other party in its possession or control, provided that either party may retain one copy of such information for archival purposes to the extent that such information shall subject to the confidentiality and non-use obligation hereunder for as long as it so retained.
9.5 Surviving Provisions. Sections 1, 3, 4, 5, 6, 7, 8, 9.5 and 10.
10. GENERAL PROVISIONS
10.1 Entire Agreement and Order of Precedence. This Agreement (including any Order Form) are the entire agreement between You and Us regarding the Service and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral agreements, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.
10.2. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
10.3. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties or their related parties. We may use third parties in provision of the Service.
10.4. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
10.5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
10.6. Notices. Any notices that We may be required to provide to you, whether under law or according to this Agreement, may be provided by Us to any contact information you have provided in your account information, including through email. You expressly agree to the receipt of such communications and notices in such manner.
10.7. Governing Law and Jurisdiction. This Agreement shall be governed by the laws of Israel, exclusive of its choice of law rules. Any dispute arising under this Agreement or concerning the Service shall be finally and exclusively settled by the competent courts of Tel Aviv, Israel.
10.8 We may change this Usage Agreement from time to time, and such change will become effective upon the date on which it is posted on Our website. You are responsible for checking the website regularly for such changes. By continuing to access or use the Service you agree to be bound by the revised Usage Agreement.