VANTI TERMS OF SERVICE
Please read the following Terms and Conditions (the “Agreement”) carefully before purchasing, ordering and/or using the Service (as defined below) so that you are aware of your legal rights and obligations.
By purchasing, ordering and/or using the Service you acknowledge that you, on your own behalf as an individual, and on behalf of your employer, third party or another legal entity (collectively “you”,“Company”, or “Customer”), are entering a legal agreement with Vanti Analytics Ltd. or Vanti Analytics Inc. (as defined in the Order Form) (“Vanti”, “Service Provider”) and have understood and agree to comply with, and be legally bound by this Agreement. Vanti and the Company shall be regarded each as a “Party”, and collectively as the “Parties”.
The Services are only intended for individuals aged eighteen (18) years or older. If you are under eighteen (18) years please do not use or order the Services. If you are entering into this Agreement on behalf of your employer or other legal entity, you represent and warrant that you have full authority to act on behalf of the employer or other legal entity and bind such employer or other legal entity to this Agreement. If you do not agree to comply with and be bound by this Agreement or do not have authority to bind your employer or other legal entity, please do not accept this Agreement and immediately refrain from purchasing, ordering, accessing and/or using the Service. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.
For clarity, this Agreement shall not derogate from
By signing the Order Form, Customer acknowledges these terms and represents that it has fully read and understood, and agrees to be bound by this Agreement (the date of such occurrence being the “Effective Date”). “Order Form” means as the case may be: (a) the offline sales order form (in) to which this Agreement is attached or incorporated, and which is executed by both Parties; or (b) the Vanti’s online sales web form accepted by you. References herein to the “Agreement” shall be deemed to include the Order Form.
1. SERVICES AND TERM
1.1 Services. The services and deliverables, to be provided by the Service Provider as a direct result of the performance of such services shall be as set forth in the Order Form and incorporated herein by reference, (the “Services”, or “Deliverables”), and will be provided by the Service Provider through the Personnel (as defined below), in a scope as detailed in the Order Form.
1.2 Company Equipment and Information. The Company shall supply and provide to the Service Provider with full access, materials and equipment, as it deems reasonable, at the Company’s sole cost, to be used by the Service Provider for the performance of the Services under this Agreement. The Company shall disclose and provide the Service Provider will all required access to all relevant process data to facilitate the Services to be provided by the Service Provider and shall provide information and support on an ongoing basis as necessary. The Company shall, at all times, be solely responsible for all costs, obligations, and liabilities in connection with the shipment and delivery by the Service Provider to the Company of any materials or reports, arising from the performance of the Service Provider’s obligations hereunder
1.3 Personnel. Service Provider to is sole discretion may designate to engage in the provisions of the Services any of its employees or consultants (the “Personnel”)
1.4 Term. This Agreement shall commence as of the Effective Date, and shall be in effect for the duration specified in the Order Form (the “Term”).
2.1 The Company shall pay the Service Provider the amount as described in the Order Form (the “Compensation”).
2.2 Unless otherwise specified in the Order Form, all payments due under this Agreement from the Company to the Service Provider shall be made in US Dollars and against an invoice issued in accordance with applicable law setting forth in detail the calculation of the costs in connection with the performance of the Services.
2.3 Unless otherwise specified in the Order Form, the Company shall pay the amount properly due and payable under each of the Service Provider’s invoices within thirty (30) days after the Company’s receipt of the applicable invoice. Any other services not specified in the Order Form shall be charged separately and shall be subject to terms and conditions as agreed upon in writing by the Parties.
2.4 The Service Provider shall be entitled to prompt reimbursement for all out of pocket,
travel and other related expenses incurred in the performance of the Services.Unless otherwise
specified in the Order Form.
2.5 All sums payable under this Agreement are exclusive of VAT, withholding tax and all other taxes, duties, levies, imports and like matters imposed by any governmental authority (collectively, “Taxes”) which, if applicable, shall be paid by the Company at the rate and in the manner prescribed by law. The Company shall hold the Service Provider harmless for all Taxes which are levied or imposed by reason of the performance of Services under this Agreement. If applicable law requires the Company to withhold any taxes levied on payments to be made pursuant to this Agreement (the “Withholding Tax”), the prices set out in this Agreement shall be adjusted to compensate for such Withholding Tax. To the extent that any claims against the Service Provider by any tax authority (other than with respect to the Service Provider’s income taxes) arise out of the Services provided herein, the Company shall defend, indemnify and hold harmless the Service Provider, its officers, directors, employees and agents, for any amounts due to taxing authorities. Upon request, the Company shall provide to the Service Provider a certificate evidencing payment of any such taxes as indicated above.
2.6 Any amount not paid when required to be paid hereunder shall accrue interest on a daily basis until paid in full at the lesser of: (i) the rate of one and a half percent (1.5%) per month; or (ii) the highest amount permitted by applicable law. All amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies and duties.
3.1 Each Party may terminate this Agreement upon prior written notice of 90 (ninety) days (the “Notice Period”), provided however, that this Agreement shall continue to apply to any valid Order Form that has not been separately terminated upon termination of this Agreement.
3.2 Notwithstanding the generality of the foregoing, each Party may terminate this Agreement and/or any Order Form immediately, in any of the circumstances set forth herein: (i) the other Party has breached any material provision hereof and/or in the respective Order Form and has failed to remedy such breach within 30 days of the date of receipt of a written notice; or (ii) a receiver is appointed or applied for with respect to the other Party or its property or a petition in bankruptcy is filed by or against the other Party, or it makes an assignment for the benefit of creditors which has not been dismissed within 60 days.
3.3 If specified in a specific Order Form, Company and/or Service Provider may terminate such Order Form for convenience, in accordance with and as provided under the applicable provisions of such Order Form.
3.4 In the event of termination for any reason, whether initiated by the Company or the Service Provider, the Company shall pay the Service Provider any and all sums owing to the Service Provider, together with any costs and expenses to which the Service Provider is committed, as of the date of such termination.
3.5 Survival. The provisions of Sections 2, 4, 5 and 6 of this Agreement shall survive the expiration of the Term or the termination of this Agreement (however so terminated).
4. CONFIDENTIALITY; PROPRIETARY RIGHTS. For the purposes of this Section 4, unless the context otherwise requires, the term “Receiving Party” shall mean the party receiving information and the “Disclosing Party” shall mean the Party disclosing information to the Receiving Party.
(a) Nondisclosure. At all times during the Receiving Party’s engagement and thereafter, the Receiving Party will hold in confidence and will not disclose, use, lecture upon, or publish any of the Disclosing Party’s Confidential Information (as defined below), except, in case of Company’s Confidential Information, as such use is required in connection with its engagement hereunder, or unless the Disclosing Party expressly authorizes in writing such disclosure or publication. The Receiving Party will obtain the Disclosing Party’s written approval before publishing or submitting for publication any material (written, oral, or otherwise) that relates to its engagement with the Disclosing Party and/or incorporates any Confidential Information. Each Party will use at least the same degree of care in keeping the Confidential Information of the other Party, confidential, as it uses for its own confidential information of a similar nature, but in any event shall use reasonable care given the valuable nature of the Confidential Information. Each Party shall appropriately notify each employee to whom any such disclosure is made, that the Deliverables and other Confidential Information must be kept in confidence by such employee pursuant to this Agreement.
(b) Confidential Information. The term “Confidential Information” means any and all confidential knowledge, data or information related to the either Party’s business as conducted and/or as proposed to be conducted or its actual or demonstrably anticipated research or development, including without limitation: (a) trade secrets, inventions, ideas, processes, computer source and object code, data, formulae, programs, other works of authorship, graphics, creative works, data, methods, drawings, models, text, photos, audio works, translation works, broadcasting works, animation works, algorithms, icons, symphonies, tunes, melodies, sound effects, know-how, improvements, discoveries, developments, designs, and techniques; (b) information regarding products, plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; (c) information regarding the skills and compensation of the either Party’s consultants, contractors, and any other service providers of the either Party; and (d) the existence of any business discussions, negotiations, or agreements between the Company and any third Party. Confidential Information shall not include information or matter that the either Party can document that (a) was already known to the Receiving Party prior to disclosure as can be demonstrated by Receiving Party’s dated written records; (b) is independently developed by the Receiving Party without reference to or use of the Confidential Information as can be demonstrated by Receiving Party’s dated written records; or (c) which at the time of disclosure by the Disclosing Party is generally available to the public or thereafter becomes generally available to the public other than through a breach of any obligation under this Agreement caused by an act or omission on the part of the Receiving Party.
(c) Nothing in this Agreement is intended to grant any rights in or to the Confidential Information of the other Party under any patent, mask work right, copyright, trademark, trade name, trade secret or any other intellectual property right of the other Party, nor shall this Agreement grant any Party any rights in or to the Confidential Information and materials of the other Party.
(d) Each party understands and agrees that the confidentiality obligations pertaining to the Confidential Information shall survive any termination or expiration of this Agreement for a period of five (5) years after the termination or expiration of this Agreement provided that trade secrets under applicable law shall survive any termination of this Agreement as long as they are deemed as trade secrets.
(e) Notwithstanding any other provision of this Agreement, Service Provider and its Personnel may use and disclose Residuals for any purpose without paying royalties and without any other obligations or restrictions. “Residuals” means ideas, concepts, know-how, and techniques in non-tangible form retained in the unaided memory of persons who have had access to Confidential Information. A person’s memory is unaided if the person has not intentionally memorized the Confidential Information for the purpose of retaining and subsequently using or disclosing it other than for the Purpose. Service Provider has no obligation to limit or restrict the assignment of such persons.
(f) The Company represents, covenants, and warrants that at all times the Company owns, will own or has the right to share the information that the Company shares with the Service Provider. The Company hereby agrees to indemnify and hold harmless the Service Provider against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Company’s disclosure of such information to Service Provider.
4.2 Proprietary Rights. Service Provider will be the sole and exclusive owner of all right, title, and interest in, to all deliverables that were created by Service Provider during the course of, and in connection with, the Services (the “Foreground IP”). Service Provider shall retain and remain the sole owner of all Service Provider Background IP and any improvements thereof. In this Agreement, the term “Service Provider Background IP” means and includes all rights and interest and related Intellectual Property Rights in (i) the know-how and professional knowledge including without limitation, to the processes, reports, images, designs, procedures and methods that were used by Service Provider for the provision of the Services; and/or (ii) any and all intellectual property that has been owned, held by, or licensed to, Service Provider prior to the commencement of this Agreement or prior to the relevant Services and/or statement of work; and/or (iii) any and all intellectual property developed or to be developed by Service Provider relating to the business of Service Provider or to the actual or anticipated business, research or development of Service Provider. In this Agreement, the term “Intellectual Property Rights” means all trade secrets, copyrights, trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any jurisdiction or country.
Company hereby irrevocably and unconditionally assigns and transfers to Service Provider all right, title and interest that Company may now or hereafter have in the Foreground IP and Service Provider Background IP. Company agrees that Company will cooperate, at Service Provider’s sole expense, in performing any and all acts necessary to secure the Service Provider’s Company’s or its nominee patent, trademark, copyright or other intellectual property protection for any such Service Provider Background IP and Foreground IP.
Subject to full payment of the Consideration, Service Provider hereby grants to Company a limited, non-exclusive, non-assignable, non-sublicensable, non-transferable right and license to internally use the Deliverables created specifically for Customer as a direct result of the Services in order to determine if to enter into commercial agreement with Vanti.
5. No Warranty; Limitation of Liability
5.1 THE DELIVERABLES AND THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT EXPRESS, IMPLIED OR STATUTORY WARRANTY. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE FOR WARRANTY OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY OR NON-INFRINGEMENT. SERVICE PROVIDER DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, REPORTS, INFORMATION, OR RESULTS THAT THE COMPANYS OBTAINS THROUGH USE OF THE DELIVERABLES OR THROUGH THE SERVICES.
5.2 IN NO EVENT SHALL SERVICE PROVIDER, ITS LICENSORS, AFFILIATES, DISTRIBUTORS AND RESELLERS, BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR ANY CLAIM BY ANY OTHER PARTY, HOWEVER CAUSED, BASED ON ANY THEORY OF LIABILITY AND WHETHER OR NOT SERVICE PROVIDER OR ANY RELATED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING IN ANY WAY OUT OF THIS AGREEMENT, THE DELIVERABLES, OR THE COMPANY’S OR THE COMPANY’S EMPLOYEES’ USE OF THE DELIVERABLES OR THE SERVICES. IN ANY EVENT, SERVICE PROVIDER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY THE COMPANY TO SERVICE PROVIDER UNDER THIS AGREEMENT FOR THE SERVICES.
5.3 The Company acknowledges that the use of the Deliverables and any research or development that it performs with regards to such is done entirely at the Company’s own risk. The Company shall have the sole responsibility for adequate protection of its data and other property used in connection with the Services and the Deliverables, and shall not make any claim against the Service Provider resulting from its use of the Deliverables or the Services.[A1]
6. [A2] MISCELLANEOUS. This Agreement represents the complete agreement concerning the Service between you and Service Provider and supersede all prior agreements and representations related to the subject matter hereof. Section headings are provided for convenience only and have no substantive effect on construction. Except for your obligation to pay the Fees, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Service Provider shall not be liable for any failure to perform due to circumstances or causes beyond its reasonable control including, but not limited to on account of strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, riot, acts of terrorism, earthquakes, explosions, power outages, pandemic or epidemic (or similar regional health crisis), or any other cause that is beyond the reasonable control of Service Provider. Service Provider may use your trademarks, service marks, trade names, service names, logos or other brand designations associated with you in any promotional material or other public announcement or disclosure to state that you are a customer of Service Provider. If any provision of this Agreement is held to be unenforceable, the Agreement shall be construed without such provision. The Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Service Provider without restriction. Any prohibited assignment shall be null and void. Subject to the foregoing, this Agreement will be fully binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors, assigns and legal representatives. Service Providers reserve the right, at our discretion, to change this Agreement at any time. Such change will be effective ten (10) days following our sending a notice thereof to you or posting the revised terms on Vanti’s website at https://www.vanti.ai/, and your continued use of the Service thereafter means that you accept those changes. Service Provider and Personnel shall at all times act as independent contractors, and shall not be, and/or claim to be, employees of the Company. This Agreement is only an agreement for the provision of consulting services on a strictly contractual basis, and does not create employer-employee relations between the Service Provider (including its Personnel), and the Company and does not confer upon the Service Provider any rights, except for those set forth herein. This Agreement shall be construed and interpreted under and in accordance with the laws of the State of Israel, without reference to principles and laws relating to the conflict of laws. The competent courts of the city of Tel Aviv shall have exclusive jurisdiction over any matter in connection with this Agreement and each party hereby irrevocably consents to the jurisdiction of such courts. Notwithstanding the foregoing, Service Provider reserves the right to seek injunctive relief in any court of competent jurisdiction. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SOLUTION MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED