General Terms and Conditions

 

General Terms and Conditions

 

EMET Computing Ltd. (the “Company”) provides Computer services and computer infrastructure services, including hosting and storage in the Company’s cloud environment, as specifically defined in the Company’s proposal provided to you (the “Services” and the “Proposal”, respectively). These General Terms and Conditions (these “Terms”) shall govern the provision of the Services to you by the Company. “You” means the corporation which have signed the Proposal and/or otherwise uses the Services. Please read these Terms carefully. They govern your use of the Services. Amendments may be made to these Terms from time to time at Company’s discretion, by giving you a prior notice. Your continued use of the Services will be deemed your acceptance to such amendments.

 

  1. Code of Conduct (Proper Practice)

You shall use the Services in a professional, proper and lawful manner and in accordance with all applicable laws, and otherwise comply with these Terms. Without derogating from the above, you and your employees shall not and further shall not authorize, assist or encourage any third party to: (a) Use and/or provide or upload content that are libelous, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or which are, in Company’s sole discretion, otherwise unsuitable; (b) Use and/or provide or upload content that: (i) infringe our and/or any third party’s intellectual property rights; (ii) copy or resemble our and/or any third party’s property in whole or in part; or (iii) disparages us and/or any third party or otherwise damages our and/or any third party’s goodwill or reputation in any way; and (c) Use and/or provide or upload any computer code, program or other that includes computer viruses, or any activity that can harm Company’s Services or equipment and/or harm or deny others from using the Services.

The Company shall, upon its sole discretion terminate, limit, suspend your use of the Services if it has reason to believe you are in a breach of this section or making illegal use of the Services. In addition, the Company shall be entitled to prevent the transmission, publication or any other action of content or information that deemed, according to the Company’s sole discretion unsuitable or unlawful.

 

  1. Email Services

In the event that as part of the Services you will use Company’s Email services, you undertake that you will at all times comply will all applicable Advertisements and Marketing laws. In addition, you agree that you will not send, transmit, re-transmit, deliver and/or otherwise distribute, any “Spam” or “Junk” emails, or any other email that were not requested by the recipient of those Emails. The Company shall not be liable for any damages attributed to the content of any emails sent/or received by your use of the Email services.

 

  1. Privacy

When you use the Services, the Company may collect statistical and analytics information about your use, and the use of your employees and/or contactors, of the Services, along with information you have provided the Company. The Company will use this information, and analytical information statistics for quality assurance and business development purposes of the Services, improvement of the Services and for the purposes of contacting you and providing statistical information to third-parties including advertisers. The Company undertakes that the information stated in this section shall be anonymous and will not identify you, personally.

 

You hereby authorize the Company to include your information, including information of your employees and/or contractors, such as email address, residential or commercial physical address and phone number, in the Company’s mailing list, for the purpose of providing you with ongoing communications and maintenance information, invoices, or any other information the Company may find suitable, including commercial information proposals and advertisement. You can revoke your decision and consent to this authorization to the Company at any stage.

 

  1. Non-Solicitation

Each of the Parties agrees not to hire or otherwise employ any of the other Party’s employees or their respective subcontractors’ employees, who are assigned full or part-time to activities which are part of the performance of the Services, except by written consent of the other Party, within one year of such employee or subcontractor’s employee ceasing to be involved in the performance of the Services.  Solely for purposes of this section, independent contractors of a party are considered employees of such party. The provisions of this section shall survive the expiration or termination of these Terms for any reason and shall remain in full force and effect for a period of one year thereafter.

  1. Commercial Terms
    • In case prices in the Proposal are quoted in USD ($), the applicable exchange rate would be the official exchange rate published by the Bank of Israel on the date of the Company’s invoice.
    • The yearly, quarterly or monthly charges, as applicable, shall be paid by you in advance, within thirty (30) days from the date of the Company’s invoice.
    • All payments shall be made by credit card or via recurring bank wire transfers.
    • The first payment instalment for the Services, excluding for the implementation services component, shall become due and payable immediately upon first initiation and/or use of the Services. Payments for the implementation services component (as described in the Proposal) shall become due and payable immediately upon completion of such implementation services.
    • Your Operating systems, IT infrastructure and applications You will install, shall be managed and maintained by you, unless the Services scope, as defined in the Proposal, specifically includes such additional services.
  2. Technical Support
    • The Company shall provide technical support services that will be available from 09:00-18:00, 5 days a week excluding holidays.
    • For down-time or emergencies only, the Company shall provide technical support 7 days a week, 24 hours a day for 364 days a year (excluding Yom-Kippur).
    • During the relevant hours, technical support will be provided over phone calls, and the Company will make an effort to promptly addresses such calls within 1 (one) hour.
    • The Technical support is provided to address accessibility problems, or in case the services are not operating properly.
    • Technical support will be given only to issues arising from the Services directly, and that are under the Company’s full control.
    • For the avoidance of doubt – technical support is not provided on your premises. In case a technician presence is needed to fix any issue, you shall be charged according to the Company’s latest technical support price list.
    • Moreover, it is hereby clarified that unless specifically agreed in writing between the Parties, the Company shall not be responsible or liable for any issue or fault resulting in your own communication infrastructure, internet network, applications, end products or any end infrastructure equipment.
  3. Products and Services of Third-Party Vendors
    • Parts of the Services may include use of third-party products and/or services, such as Microsoft Azure and VMware cloud hosting services (collectively, “Third-Party Products”). Any usage of Third-Party Products as part of the Services, is subject to changes, including without limitation, price changes, configuration changes, availability, all in accordance with the Third-Party Products vendors’ policies. By using the Services and/or Third-Party Products, you shall be deemed to have agreed to use these products and/or services in compliance with the relevant vendors’ terms and conditions.

                The Company shall not be liable for any failure, loss and/or or damage attributed to the Third-Party Products.

  • The Company shall be entitled to adjust the charges payable to the Company in accordance with the Proposal, during its term, according to price adjustments imposed by the vendors of the relevant Third-Party Products.

 

  1. Warranties

The Company shall provide the Services in a professional and workmanlike manner, and in accordance with industry standards. However, the Company does not represent or warrant that the Services will operate continuously or will be uninterrupted or error-free, is suitable for your intended purposes, or will protect you from unauthorized access to your or the Company’s computer systems, will be bug-free or without faults and technical issues, including software, hardware or infrastructures malfunction whether occurred by the Company or its third-party vendors. The Company expressly disclaims any warranty with respect to the data created as a result of, or in connection with, the use of the Services. You agree that any work done with and/or based on the Services or the data created as a result of, or in connection with, the use of the Services, is done entirely at your own risk. 

In no event will the company be liable for any special, indirect, incidental, consequential or punitive damages, including, third-party claims, damages resulting from inaccurate or lost data, loss of use, or loss of revenues or profits, arising out of or relating to these Terms and/or the Services, even if informed of such damages; The Company’s maximum liability under these Terms and/or in connection with the Services, will be limited in the aggregate to the applicable charges actually paid by you to the Company under the relevant Proposal, during the twelve (12) months period preceding the event giving rise to such liability.

 

  1. End of Services Term
    • The Company shall cease to provide you with Services upon the expiry of the term defined in the Proposal.
    • In the event of your failure to pay the Company any charges due, and subject to a 14 (Fourteen) days’ prior notice of such failure, the Company may immediately cease to the provision of the Services.

 

  1. Miscellaneous

These Terms together with the Proposal constitute the entire agreement between the parties and supersedes any prior or contemporaneous oral or written representation with regard to the subject matter hereof. Additional or conflicting terms and conditions contained in any of your purchase orders, standardized form or correspondence shall have no force or effect.

This Agreement and any rights and obligations thereunder may be assigned or transferred by the Company to Third-party, subject to the assignor consent to continue to be fully liable for any obligations under this Agreement. In this case, you shall give you consent to the Company of such assignment. Your consent shall not to be unreasonably withheld or delayed.

You agree that any dispute in connection with this Agreement shall be resolved in accordance with the laws of the State of Israel. All disputes arising out of or in connection with this Agreement shall be brought to the competent courts of Tel Aviv Jaffa.  

 

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