These Terms of Service are between Fairgen Ltd. (“Company”, “Fairgen”, “our”, “we” or “us”) and you (“User”, “you” or “your”), and govern the access and use of the Services offered by Fairgen.
Fairgen offers to Users an analysis tool, which produces certain outputs generated via the services based on the User Data (the “Platform”), in addition to our website located at https://www.fairgen.ai/ and its subdomains (“Website”), offers visitors information about our company, technology, and information concerning our Platform, as well as demos and trials of our Platform (if and to the extent Company makes them available). The Platform together with the Website and other related services, except if otherwise designated specifically, shall be referred to herein as the “Services”.
PLEASE READ THE TERMS CAREFULLY BEFORE USING THE PLATFORM AND/OR SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ENTER, CONNECT TO, ACCESS, OR USE THE PLATFORM AND/OR ANY OTHER COMPONENT OF THE SERVICES IN ANY MANNER.
ATTENTION - FAIRGEN’S PLATFORM AND SERVICES PROVIDE TECHNOLOGICAL TOOLS AND INCLUDE CERTAIN ANALYSIS METHODS, AND YOUR USE OF ANY INFORMATION, DATA, CONTENT, OR MATERIALS MADE AVAILABLE IN CONNECTION WITH THE PLATFORM/SERVICES IS ENTIRELY AT YOUR OWN RISK. FAIRGEN DOES NOT RENDER ADVISORY SERVICES. THESE TERMS, AND YOUR ACCESS TO THE PLATFORM/SERVICES, ARE NOT INTENDED TO CONFER ON FAIRGEN OR ITS EMPLOYEES, DIRECTORS, OFFICERS, REPRESENTATIVES, AGENTS, CONTRACTORS, OR SERVICE PROVIDERS (COLLECTIVELY, “FAIRGEN PERSONNEL”) ANY FIDUCIARY, REGULATORY, OR CONTRACTUAL OBLIGATIONS TO ANY PERSON, AND FAIRGEN DOES NOT INTEND TO ASSUME OR UNDERTAKE ANY OF THE FOREGOING BY ENTERING INTO THESE TERMS.
IF YOU ARE THE FIRST PERSON IN YOUR ORGANIZATION TO USE OR ACCESS THE SERVICES YOU HEREBY REPRESENT, AGREE, AND ACKNOWLEDGE THAT YOU HAVE FULL POWER AND LEGAL AUTHORITY TO USE THE SERVICES AND TO BIND SUCH ORGANIZATION TO THESE TERMS.
1. The Service
1.1. Fairgen Platform is an online Software-as-a-Service (SaaS) platform. Subject to the terms and conditions of the Terms, Company hereby grants the User a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to access and/or use the Platform, solely for User’s internal purposes.
1.2. You acknowledge that the Services may contain defects, bugs, errors, and other complications that could cause system or other failures and loss (including, but not limited to, data loss). You acknowledge that any use or access that you perform using the Services or any product associated with the Platform is done entirely at your own risk.
1.3. Use Restrictions. You may not and you shall not permit any person, and/or any third party to (i) copy, modify, distribute, publicly display, transfer or create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile, disassemble or reproduce the Services and/or the Platform, or any parts thereof, for any purpose, (ii) remove or delete any and all copyright notices, restrictions and signs indicating proprietary rights of Company and/or its licensors, including copyright mark [©] or trademark [® or TM] contained in or accompanying the Services, (iii) create a browser or border environment around the Website, and/or Platform, link, including in-line linking, to elements on the Website or Platform, such as images, posters and videos, and/or frame or mirror any part thereof or use the Services as a services bureau or otherwise to provide services which are in essence similar to the Services to third parties; (iv) transmit, distribute, display or otherwise make available through or in connection with the Services any content, in a manner which infringes third party rights, including intellectual property rights and privacy rights, or which may contain any unlawful content; (v) transmit or otherwise make available in connection with use of the Services any malware or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (vi) interfere with or disrupt the operation of the Services, or the servers or networks that host them or make the Services available; (vii) use the Services, the Output or any part thereof for or in connection with any illegal conduct; (viii) access and/or use the services, or any component thereof or content therein in order to build a competitive product or service; (ix) publish or disclose to any third party any technical features, quality, performance or benchmark test, or comparative analyses relating to the Services; (x) bypass any measures which are used to prevent, control or restrict access to the Services and/or certain functionalities therein; (xi) infringe or violate these Terms. You hereby agree that upon Company’s request you will immediately return and purge from your systems all materials and copies of the same, collected, created, or used in breach of these Terms.
1.4. Modification of the Services. The Company may continuously update the Platform/Services with new capabilities or offerings or replace and/or discontinue some of the capabilities. You acknowledge and agree that some of the features and capabilities may be experimental and/or offered in limited versions or limited locations. In addition, the Company may at any time, in its sole discretion add or remove supported features and/or capabilities from the Platform. The User’s sole remedy in the event of such changes shall be to cease the use of the Services.
1.5. Trial and Demos. Company may, at its sole discretion, offer for a limited period the Platform or certain demos, trials, features, and/or functions thereof (“Trial”). Subject to applicable law, at any time and without notice, Company reserves the right to modify, cancel or limit the Trial or any applicable terms with respect thereof. The right to access and use Trial is not guaranteed for any period of time and Fairgen reserves the right, in its sole discretion, to: (i) limit or terminate the use of or access to Trial or any part thereof; or (ii) reduce, change or deprecate the functionality of the Trial. Without derogating from other restrictions set forth under these Terms, and unless otherwise expressly permitted by Fairgen with respect to a specific Trial(s), the access and use of the Trial is permitted solely for your internal, non-commercial, purposes and may not be used for any other purposes. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TRIALS ARE PROVIDED “AS IS” WITHOUT ANY SERVICE, SUPPORT, INDEMNITY, LIABILITY, OR REMEDY OF ANY KIND.
2. Registration and Account
2.1. Account Registration. In order to use the Platform and certain Services, you must register and open an account through the Website or as otherwise directed by Company (the “Account”). To complete your Account registration, we will require certain information which will include your name,
e-mail, your selected parameters, and password as well as your consent for the Company to receive and process your User Data (as defined below).
2.2. Account Security. You are responsible for maintaining the confidentiality of the login credentials of the Account and for all activities that occur under your Account. You agree not to disclose your login credentials to any third party, and you are responsible for any use or misuse performed through your Account (including by any third party). We reserve the right to temporarily suspend or permanently terminate your Account if we determine that you or anyone on your behalf is using your Account in a manner that violates these Terms.
2.3. Fee. In order to use the Platform and certain Services, you may be required to pay certain fees (“Fee”). If the applicable Fee payment is not successfully settled, we may suspend your access to the Services. We may change the subscription plans and the Fee from time to time, following providing prior notice to you.
3. Intellectual Property; Feedback
3.1. As between you and Fairgen, Fairgen owns all rights in and to the Services, the Platform, and Fairgen’s Confidential Information (as defined below), including data models, architecture, analysis methods, techniques and tools, modifications, enhancements, derivatives, substitutes, or emulations of the aforementioned and any intellectual property rights therein, including any item which is the outcome of customization work, design, development, and implementation done by the Company, by or on your behalf or jointly by Fairgen and you (or on your behalf), for you, all excluding User Data as defined below (“Fairgen IP”).
3.2. Feedback. In the event that Users provide the Company with any suggestions, comments, or other feedback relating to Company’s services (collectively, “Feedback”), such Feedback is provided ‘As Is’ and is and will be deemed as the sole and exclusive property of Company and you hereby irrevocably assign to Company all of your rights, title and interest in and to all Feedback, if any, and waive any moral rights you may have in such Feedback. Without derogating from the foregoing, you hereby represent and warrant that you shall not provide any Feedback which is subject to any third-party rights or any limitations.
4. Third Party Components.
The Services may use or include third parties’ products, services, software, files, and components that are subject to third-party license terms (“Third Party Components”). Your right to use such Third Party Components as part of, or in connection with, the Services is subject to any applicable acknowledgments and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and these Terms, the licensing terms of the Third Party Components shall prevail only in connection with the related Third Party Components. Fairgen disclaims all liability related to any Third Party Components utilized in the Services. You acknowledge that we are not responsible for the products and services provided by such third parties, that the Company is not the author or owner of any Third Party Components, and that Company makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components.
Either party (a “Disclosing Party”) may disclose or make available to the other party (a “Receiving Party”) certain confidential information regarding its technology, operations, and business (“Confidential Information”). Receiving Party agrees to use the best reasonable industry measures to protect the confidentiality and not disclose the Confidential Information to any third party or use any Confidential Information except as required to provide or use the Services or the Platform in the scope of the parties’ engagement hereunder. Confidential Information shall not include information that Receiving Party can show by written evidence (a) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information; (b) was received by Receiving Party from any third party without restrictions; (c) is publicly and generally available, free of confidentiality restrictions. Receiving Party shall not be prevented from disclosing Confidential Information pursuant to a binding court order or similar binding legal requirement for disclosure, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperates in order to minimize such requirement. Receiving Party shall restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein.
6.2. User Data. In the scope of using the Services, the User may provide or make available to the Company with certain data and information (“User Data”) at its discretion, and thereby allow the Company to collect, process, and analyze such User Data and information. User shall retain ownership of all User Data submitted to the Company through the use of the Services. The User acknowledges and agrees that it (and not the Company) has sole control over which data and information is provided or made available to the Company. You hereby represent and warrant that you have the full right, permissions, and consent to use and share any data and information you make available to us through the Services. You hereby grant Company a non-exclusive, non-assignable, non-transferable license to use User Data you made available to us in the scope of your use or access to the Services (including for the collection storage, processing, analysis, display, transfer and creation of derivatives, thereof) for the purpose of providing the Services to you and to the organization with which your account is associated, as contemplated hereunder. THE USER DATA IS AND SHALL REMAIN YOUR PROPERTY AND SHALL BE USED AT YOUR SOLE AND ABSOLUTE RESPONSIBILITY. FAIRGEN DOES NOT SCREEN USER DATA AND IS NOT RESPONSIBLE FOR YOUR USE OF THE USER DATA.
6.3. Data Privacy & Protection. User shall comply with all applicable laws and regulations relating to the processing of Personal Information of User or any third party in connection with the Services (“Data Protection Laws”). The Parties acknowledge that Fairgen is not a “Data Controller” (as such term is defined by the European Union’s General Data Protection Regulation (GDPR)) for the purposes of the delivery of the Services. User hereby warrants and represents to Company that: (i) User is the sole and exclusive owner of the User Data, or otherwise has the full right, authority and license to use, utilize and license the User Data or any part thereof to the Company; (ii) the User Data does not infringe upon or otherwise violate any rights of any third party, and User has not received notice, claim or suit alleging that the User Data or any part thereof infringes or violates the rights of any third party; and (iii) User has provided all sufficient notices and required disclosures and has obtained all necessary or advisable consents required from any third-party and otherwise has all right and authority to share the Personal Information included therein with the Company and its affiliates, licensors, service
providers and partners, and to permit the Company to make any and all uses as otherwise contemplated under these Terms and in accordance with applicable laws. User acknowledges and agrees: (a) that Company shall have no responsibility for the accuracy, quality, integrity, legality, reliability, or ownership of the User Data; (b) to remain at all times fully responsible for all activities that occur in connection with User’s use of any User Data; (c) that the User Data does not contain any of its confidential or trade secret information; and (d) that, in the event that User provides any third-party data and information, User has obtained all necessary and advisable consents to do so.
6.4. Anonymous Cumulative Information. Without derogating from the foregoing, you hereby grant Company a perpetual, irrevocable, non-exclusive, worldwide, royalty-free right and license to use information and data made available through the Services, that has been anonymized and that cannot be used to identify or otherwise understood to be related to you or to the organization with which your account is associated with or third party, for the purpose of internal research or otherwise improving or enhancing the Services (or any part thereof).
6.5. Deletion of User Data. Upon termination of the Services, whether by User’s request or at Company’s discretion and in accordance with these Terms, Company will delete User Data provided by the applicable User as part of the Services in accordance with and subject to the Terms. The Platform is not intended to be used as storage, backup or archiving services. It is your responsibility to back up the User Data and you are responsible for any lost or unrecoverable User Data.
The Services availability and functionality depend on various factors, such as communication networks, software, hardware, and Company’s service providers and contractors. The Company will make all reasonable efforts to have the Services materially available. Notwithstanding the foregoing, Company does not warrant or guarantee that the Services will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or will otherwise be error-free.
8. User Warranties and Representations
8.1. By using the services and agreeing to the Terms, you represent and warrant to us: (i) that you are at least eighteen (18) years of age; (ii) that you have not previously been suspended or removed from the Services; and (iii) that your use of the Services is and shall be in compliance with these Terms and any applicable laws and regulations (including, without limitations, applicable privacy laws).
8.2. The User shall be solely responsible for all conclusions, decisions, recommendations, advice, guidance, or instructions given based on the User’s use of the Services and shall be solely and fully responsible for any loss, injury, or damages incurred as a result or in connection with any decision made or action taken or not taken in reliance on such information or analytics made available through the Services. Nothing in these Terms shall be deemed to delegate or assign to Fairgen, or to cause or obligate Fairgen to assume any duty or obligation (including, without limitation, under any law or regulation) to any of your personnel, customers, or end-users. The User acknowledges and agrees that the use of any content, information, data, materials, or insights generated or made available through the Services is entirely at its own risk.
9. Disclaimer of Warranties
9.1. THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OR OPERATION OF THE SERVICES (OR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATION, ANY TRIAL). THE SERVICES, PLATFORM, AND TRIAL, INCLUDING WITHOUT LIMITATION ANY CONTENT, MATERIALS, DATA, OR INFORMATION MADE AVAILABLE THERETHROUGH OR RELATED THERETO, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. COMPANY AND ITS AFFILIATES, INCLUDING ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS, PARENT COMPANIES, SUBSIDIARIES, AND OTHER AFFILIATES (COLLECTIVELY, “COMPANY AFFILIATES”), JOINTLY AND SEVERALLY, DISCLAIM AND MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE USABILITY, ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, LEGALITY, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF THE SERVICES AND OF ANY CONTENT, DATA, RESULTS, OR INFORMATION AVAILABLE, OBTAINED OR GENERATED IN CONNECTION WITH YOUR OR ANY USER’S USE OF THE SERVICES/PLATFORM.
9.2. COMPANY DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES/PLATFORM IS OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS. YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICES IS ENTIRELY, OR OTHERWISE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AT YOUR OWN RISK.
YOU RELEASE, AND AGREE, AT YOUR OWN EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES, FROM ALL LIABILITIES, CLAIMS, ALLEGED CLAIMS, LOSS, AND DAMAGES (OF EVERY KIND, WHETHER KNOWN OR UNKNOWN AND SUSPECTED OR UNSUSPECTED), AND INCLUDING REASONABLE ATTORNEY’S FEES RELATED IN ANY WAY TO: (I) YOUR BREACH OF THE TERMS, (II) YOUR USE OF, RELIANCE ON OR ACCESS TO THE SERVICES; (III) ANY USER DATA YOU PROVIDED TO THE SERVICES NOT IN ACCORDANCE WITH THE TERMS; (IV) ANY PARTY WITH REGARD TO YOUR USE OF ANY CONTENT, INFORMATION, DATA, MATERIALS, OR INSIGHTS GENERATED OR MADE AVAILABLE THROUGH THE SERVICES. WE WILL PROVIDE YOU WITH WRITTEN NOTICE OF SUCH CLAIM, SUIT, OR ACTION AND WE WILL ALLOW YOU TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU HEREUNDER AS LONG AS YOU CONDUCT SUCH DEFENSE DILIGENTLY.
11. Limitation of Liability
11.1. EXCEPT WITH RESPECT TO DAMAGES ARISING FROM THE COMPANY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL THE COMPANY AND/OR ANY OF THE COMPANY AFFILIATES BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM OR ARISING OUT OF THE SERVICES, USE OR INABILITY TO USE THE SERVICES, FAILURE OF THE SERVICES TO PERFORM AS EXPECTED, LOSS OF GOODWILL, LOSS OF DATA OR PROFITS, THE PERFORMANCE OR FAILURE OF COMPANY TO PERFORM UNDER THESE TERMS, AND ANY OTHER ACT OR OMISSION OF COMPANY BY ANY OTHER CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM THE CONDUCT OF ANY USERS.
11.2. IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS, THE COMPANY IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES, THE COMPANY’S LIABILITY SHALL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER TO COMPANY UNDER APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE, AND IF NO FEES WERE CHARGED, THEN COMPANY’S LIABILITY SHALL NOT EXCEED $1,000 USD. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU. IN ANY CASE NO ACTION MAY BE BROUGHT BY YOU IN CONNECTION WITH THE SERVICES MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION.
11.3. THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED ON AN ACTION OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR COMPANY’S PROVISION OF THE SERVICES TO YOU, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND EVEN IF COMPANY AND/OR ANY COMPANY AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES AND/OR DAMAGES.
12. Amendments to these Terms
Company may change these Terms from time to time, at its sole discretion and without any notice. We will notify you regarding substantial changes to these Terms on the homepage of the Website, and/or we will send you notifications regarding such changes to the e-mail address you made available to the Company as part of your registration to the Services. Such substantial changes will take effect seven (7) days after such notice was provided on our Website or sent via email. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Services after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.
13.1. Relationship of the Parties. These Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto.
13.2. Governing Law and Jurisdiction. Any claim relating to the use of the Services will be governed by and interpreted in accordance with the laws of the State of Israel, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of the Services will be brought in, and you hereby consent to the exclusive jurisdiction and venue in, the competent courts of Tel-Aviv, Israel.
13.3. Assignment. You may not assign, sublicense, or otherwise transfer any or all of your rights or obligations under these Terms, without Company’s prior express written consent. We may assign our
rights and/or obligations hereunder and/or transfer ownership rights in the Platform and Services (or any part thereof) to a third party without your consent or providing any prior notice.
13.4. Severability. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision.
13.5. No Waiver. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.
13.6. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.