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Terms & Conditions

TERMS & CONDITIONS

Updated: 30/7/2019

General

  • These terms & Conditions (“T&Cs”) apply with respect to any agreement between Flow Technologies Ltd. (“Company”) and its clients and are integral part thereto.
  • Notwithstanding any provision to the contrary in any Agreement and/or in any applicable law, in any case of any inconsistency between any provision of these T&Cs and any Agreement, the provisions in the T&Cs shall prevail, unless otherwise agreed in writing by the Parties
  • Any terms not expressly defined herein shall have the meaning ascribed thereto in the relevant Agreement.
  • “Customer” shall mean any party which was granted with a license and/or services throughout the Term pursuant to an Agreement executed vis-à-vis the Company. Each of the Company or the Customer shall be referred to as “Party” and collectively “Parties”.
  • “Agreement” shall mean the agreement entered into by the Company and the Customer which terms govern the relationship between the Parties. These T&Cs shall be integral part of any Agreement and any reference to the Agreement refers to the Agreement with the incorporated T&Cs.

 

Representations & Warranties

  • Each party hereby represents and warrants that (a) it has the full right, power and authority to enter into the Agreement and to perform its undertakings hereunder and thereunder, and it is not limited or restricted by any law, contract or otherwise from entering into the Agreement; (b) it shall comply with all applicable laws and regulations when performing its undertakings and covenants pursuant to the Agreement.
  • The Customer represents and undertakes that the marketing materials it shall provide the Company will not compromise any third party’s rights and/or applicable law within the territory of the state of Israel and to the extent applicable, worldwide.
  • The Customer shall fully cooperate with the Company to enable the Company to grant the Customer the License and the Additional Services in accordance with the terms of the Agreement.
 

Late Payment

  • Delays in payment in accordance with the payment terms specified in the Agreement shall be deemed a breach of the Agreement entitling the Company to revoke the License and cease performing any Additional Services. Additionally, the Customer shall bear a 1.5% monthly interest for any delayed payment (or portion) and fully reimburse and indemnify the Company for any out of pocket expenses (including legal fees) the Company is required to pay in connection with the collection process. The Company may terminate any account of a Customer whose delay in payments is longer than 30 days and the Company will not be required to store the Customers data and materials.
 

Advertising Platform

  • The Company reserves the right, in its sole and absolute discretion and without the need to seek any approval, to choose, modify, or make parallel use of any advertising platform, it may find suitable for the advertisement campaign.
 

Reports

  • Reports issued by the Company shall constitute a final, non-appealable evidence for the purpose of calculating the compensation.
 

Termination

  • Without derogating from the generality of the terms of the Agreement, the Company shall be entitled to terminate the Agreement immediately if any of the following shall occur: (a) the Customer materially breaches the Agreement or any of its provisions, (b) the Customer breaches the Agreement or any of its provisions and does not cure said breach within 7 days of notice of such breach, (c) the Customer or the Company receives a complaint, request, demand or claim by a third party regarding violation of third party rights, publication of offensive or illegal content or content that conflicts with the provisions of the “Customer’s Restrictions” clause herein, (d) the Customer decides to voluntary liquidate or appoint a receiver with respect to any or all of its assets or properties, (e) the Customer was prosecuted, suspected or convicted of a criminal offense (excluding traffic offenses).
  • The Company shall not be obligated to retain the information and content of the Customer in the event of termination pursuant to any of the foregoing event.
 

Effect of Termination

  • Upon termination of this Agreement for any reason, the License shall automatically expire and each Party shall, and shall cause its employees and representatives to, promptly return to the other Party all Confidential Information it received from the other party, including all copies thereof, in its possession or control, or destroy any such Confidential Information (to the extent practicable) and deliver to such other party a written certificate signed by an officer of such party that such destruction has been completed.

 

Confidentiality

  • Each party shall keep all Confidential Information (as defined below) secret and confidential and, without limiting for foregoing, shall not disclose the Confidential Information to any third party and/or use the Confidential Information, directly or indirectly whether for consideration or not, except as otherwise expressly permitted by the terms of the Agreement and in order to comply with the obligations thereto.
  • “Confidential Information” means any and all information (through any type of media) which was provided by a party to the agreement (“Providing Party”) to the other party to the Agreement (“Receiving Party”), including, without limitation, information relating to: data, data bases, data formats, technology, source code, know-how, design, process, technics, methods, performance characteristics, testing strategies, formulas, models, algorithms, plans, computer software, documents, technical specs, business and operational information, information regarding research and development and/or trading, commercial secrets, information relating to current planed or offered products, registration and/or marketing activities, policies, procedures, financial information including but not limited to revenues, pricing, marketing and business plans, business strategies, forecasts and analyses, information relating to clients and third parties confidential information, in each case, of the Providing Party. The Providing Party will have full discretion with respect to the information and the extant disclosed to the Receiving Party.
  • Without derogating from the foregoing, Confidential Information shall not include information which: (a) at the time used, was public information or is generally available to the public unless such information was made known to any third party in breach by the Receiving Party of the confidentiality obligations pursuant to the Agreement; (b) is received by the Receiving Party from third parties who are in lawful possession of such information and have the legal right to make such disclosure; (c) is independently discovered or developed by the Receiving Party without the use of any other Confidential Information of the other party, as can be demonstrated by written records, and (d) is disclosed in the course of a legal proceeding, provided that the disclosing party shall have notified the Providing Party of its intention to disclose the information prior to such disclosure, in order to allow the Providing Party to object to such requirement, and in no event shall the Receiving Party disclose more than the information required by law to be disclosed.
  • The Receiving Party of the Confidential information does not and shall not acquire any rights in the Confidential Information. the Agreement do not grant a license with respect to Confidential Information.
 

Security Check Deposit

  • This clause shall apply only in any case where the Customer is required to deposit a security check pursuant to the Agreement.
  • In any event where the Customer fails to meet its obligations under the Agreement, the Company will be entitled, at any time it deems fit, if any, and without derogating from any remedy the Company may be entitled to under the Agreement and/or under applicable law, at its sole and absolute discretion, to cash the security check and seize the funds to be used as indemnification (full or partial, as the case may be) by the customer for the expense and/or damage caused to the Company by the Customer as a result of the Customer’s act or omission, provided that the Company notified the Customer in writing at least 7 days in advance of the occurrence of breach and the Customer did not remedy such breach within 7 days.
  • If the Customer fulfills all of its obligations under the agreement, the Company will return the security check to the Customer no later than 30 days from the expiration or termination of the Agreement.
  • The deposit of the security check does not derogate from the Customer’s obligation to meet its obligations under the Agreement, nor does it derogate from Customer’s obligation to indemnify the company for any expense and/or damage caused to the company due to an act or omission of the Customer.
 

Intellectual property

  • Each Party will retain all rights in and to its Intellectual Property created, developed or conceived prior to the Effective Date, whether such rights are registered or not, including but not limited to source code, content written, invented and/or developed by either party and information contained therein, graphics, copyrights, trademarks and/or any other information relating to said content which was created and/or licensed and/or provided by said party, including changes, adjustments and future development thereof, and the other party shall have no rights in such Intellectual Property, other than the limited right to use such Intellectual Property, as explicitly granted herein, which right shall expire immediately upon termination of the Agreement.
  • Without derogating from the generality of the foregoing, it is clarified that the rights in the content developed by the Company or by third parties on its behalf (including but not limited to Articles, campaigns, landing pages and marketing pages) shall remain under the sole ownership of the Company and the Customer shall not be permitted to make any use of such content without the prior written consent of the Company.
 

Customer’s Restriction

  • Customer hereby undertakes that the Product does not and is not intended for unlawful or prohibited use, including, but not limited to: (1) for offending, harassing, threatening, impersonating or intimidating the end users or any other third party; (2) any purpose which includes violation of rights, defamation, slander, indecent assault, pornography, offensive or which violates any law or third party rights; (3) any unlawful or unauthorized propose (including in accordance with local state or federal laws and regulations) regarding the manner of conduct and acceptable content; (4) any purpose which violates any law and regulations in the Company’s jurisdiction, including but not limited to copyrights, the Israel Communications Law-2008, the Israel Consumer Protection Law-1981, and the regulations promulgated thereunder; (5) for interfering with the proper course of work or use of electronic devices of the end user.
  • The Company retains the right to reject, at any time, any material provided by the Customer, and/or to cancel any advertisement, work order, URL link, reservation of advertising space or positioning obligation, at its sole discretion. It is hereby clarified that by approving any material, the Company does not approve the legality of such material, and the Customer shall remain exclusively liable for the compliance with any such material with applicable law.
  • The Customer undertakes to comply with applicable laws and regulations in running the campaign, including the Protection of Privacy Law 1981 and the regulations promulgated thereunder, in collecting, holding and using information of persons using the Platform.
  • The Customer shall indemnify the Company, immediately upon first demand, for any damage (direct or indirect) or loss incurred by the Company, including any financial loss and loss of reputation (including reasonable legal fees) caused by any claim and/or demand submitted by any third party in connection with a breach of the above undertakings by the Customer.
 

Articles & Marketing Materials

  • Each article that the Company prepared or will prepare and publishes via the Platform (“Article”), shall be approved in advances by the Customer.
  • Each Article will be prepared based solely on data and information furnished to the Company by the Customer, interviewees and others on behalf of the Customer and the Company will not perform any verification regarding the correctness and completeness of such data and information, and even if the Company had conducted such verification – it assumes no liability regarding the content included in the Articles and their publication. The above mentioned shall apply on additional marketing materials, including but not limited to ads, graphs, charts, video and audio clips etc.
  • The Customer warrants and represents that all interviewees and others on its behalf had approved the publication of the Articles and/or other marketing materials they participated in, including required changes and edits.
  • The Customer shall be solely liable for the Article (including interviews) and any other marketing material, and their publication under the Agreement, and shall be deemed to have created such Article and other marketing materials itself and hereby releases and shall in the future take any necessary action to release the Company from any claim and/or demand by any third party, including interviewees and any other persons acting on its behalf, in connection with the foregoing.
  • The Customer shall indemnify the Company, immediately upon first demand, for any damage (direct or indirect) or loss incurred by the Company, including any financial loss and loss of reputation (including reasonable legal fees) caused by any claim and/or demand submitted by any third party in connection with a breach of the above undertakings by the Customer.
 

Limitation of liability

  • The Company shall not be liable to the Customer for any special, consequential, incidental, punitive, or indirect damages arising from or relating to the Agreement, the License, the use of work products of the Additional Services including but not limited to damages caused due to loss of data or information, financial loss, work setbacks, loss of savings, loss of business opportunity, business interruptions, loss of business data or computer failure and any other third party claim or demand;
  • The Company shall be liable only to direct damages and in any case the Company’s liability shall not exceed the lower of (a) the amount actually paid to the Company in the three (3) months preceding such demand or (b) 50,000 NIS, in each case, subject to a final, non-appealable ruling which establishes a willful misconduct or gross negligence by the Company.
  • The Company shall not be liable for any loss and/or deletion (partial or full) of data and/or information uploaded to the Platform under the License and/or lead details and/or readers collected pursuant to the Agreement.
  • The Customer shall be solely responsible for backing-up any such data and/or information, and the Customer hereby waives any demand and/or claim against the Company or any person acting on its behalf in connection with any damage and/or loss incurred by the Customer in connection with the foregoing. It is emphasized that the Company does not have to retain any lead details and/or readers collected pursuant to the Agreement and/or any work product of the Additional Services pursuant to the Agreement.
  • The Customer shall be fully liable for any damages causes by acts and/or omissions of the Customer, including for any delay in provision of information by the Customer.
 

No Employment

  • Nothing in the Agreement shall be construed to create an employment or agency relationship, partnership or joint venture between the parties. The Company is an independent, separate entity from the Customer, and it grants the Customer the License and Additional Services as an external, independent, separate entity that is not integrated in the Customer’s organizational structure. Neither party shall be entitled to bind the other party with any undertaking, including transactions with third parties, unless expressly permitted in advance and in writing by the other party.

 

Force Major

  • The Company shall not be liable for any failure or delay in performing its obligations hereunder for reasons beyond its reasonable control, including, electric blackout, Internet or storage malfunction (whether server storage of cloud), cyber-attacks or any other attempt to sabotage the Company’s actions.
 

Miscellaneous

  • No waiver, extension or omission by any party shall be deemed a waiver of rights under the Agreement or under applicable law, and shall not be used as a bar to any claim.
  • Neither party may transfer, assign or pledge its rights under the Agreement to or for the benefit of any third party.
  • Nothing in the Agreement shall limit or restrict either party from entering into any agreement with other suppliers or customers.
  • The provisions of “Confidentiality”, “Intellectual Property” and “Customer’s Restriction” shall survive, and remain in force following, the termination of the Agreement.
  • If any provision or any portion of a provision of the Agreement shall be held void or unenforceable, such provisions or portions thereof shall be amended to the extant closest to the original meaning and the remaining provisions of the Agreement shall continue in full force and effect.
  • The Agreement shall be governed and construed under the laws of the State of Israel and the competent court of Tel Aviv shall have the sole and exclusive jurisdiction over any conflict or dispute between the parties hereto.
  • The Agreement represents the entire agreement between the parties relating to the subject matter hereof and it revokes and replaces any previous courses of dealing, understanding, agreements, representations or warranties, written or oral, except as set forth herein. The Agreement may not be amended or modified, except by a written agreement signed by all parties hereto.