TERMS AND CONDITIONS

These terms of use (the “Terms””) constitute a binding legal agreement between Scytale.AI Ltd., an Israeli limited liability company, having its main place of business at 121 Menachem Begin Rd., Tel-Aviv, Israel (“we”, “us”, “our” or the “Company”) and the entity and/or individual using the Services (as such term defined below) (“you”, “your” or the “Client”) (Each of Company and Client, a “Party” and together, the “Parties”). 

These Terms are hereby annexed by reference to and incorporated into the Services Agreement executed between Company and Client (the “Services Agreement”) as a schedule thereto and shall constitute an integral and inseparable part of the Services Agreement for all intents and purposes.  For removal of doubt, it is clarified that the use by Client of the Company System shall be subject to all terms and conditions of the Services Agreement including but not limited to these Terms.

These Terms are effective as of the date you accepted it, either by checking the “I agree” box or by using the Company System (the “Effective Date”).

IN ORDER TO USE THE COMPANY SYSTEM, YOU MUST AGREE TO ABIDE BY THESE TERMS. PLEASE READ THESE TERMS CAREFULLY. BY CHECKING THE “I AGREE” BOX AND/OR BY USING THE COMPANY SYSTEM, YOU ACCEPT AND AGREE TO BE BOUND BY ALL OF THE PROVISIONS OF THESE TERMS, INCLUDING THOSE INCORPORATED BY EXPRESS REFERENCE IN THESE TERMS. DO NOT CHECK THE “I AGREE” BOX AND DO NOT USE THE COMPANY SYSTEM IF YOU DO NOT AGREE WITH THESE TERMS OR ANY PROVISION THEREOF.

YOU HEREBY CERTIFY TO US THAT YOU ARE AN AUTHORIZED REPRESENTATIVE OF THE CLIENT SPECIFIED IN THE APPLICABLE REGISTRATION FORM AND AUTHORIZED TO ENTER INTO THIS TYPE OF AGREEMENT WITH US. YOU WILL BE ASSUMING FULL AND SOLE RESPONSIBILITY FOR ALL USE OF THE COMPANY SYSTEM OCCURRING UNDER YOUR ACCOUNT. YOUR CONTINUED USE OF THE COMPANY SYSTEM CONSTITUTES FULL ACCEPTANCE OF THE TERMS AND CONDITIONS OF THESE TERMS.

1. Definitions
   1. “Company’s Technology” shall mean the Company System, the Services, the Documentation including without limitation any and all related or underlying technology, software, content, data, material, Company’s Confidential Information, know-how, API, design, text, media, methodology, artwork, and including any modifications, improvements, development or derivatives of the foregoing.
   2. “Client Content” shall mean any content, material, data and Client’s Confidential Information that is created, processed, uploaded, submitted, provided and stored by Client or any of its Designated Users via the Company System and any of the foregoing automatically collected by the Company System from the Client’s SaaS systems through integrations and manual uploads, including any Personal Data (as such term is defined in the Company’s Privacy Policy available on the website or as attached to the Services Agreement as schedule 3, as applicable.
   3. “Designated User” shall mean any individual to which you will assign the means in order to use the Company System, up to such total amount of individuals referred to in the Registration Form you filled.
   4. “Documentation” shall mean any technical documents and other written material pertaining to the Company System provided to the Client, as may be modified by the Company from time to time.
   5. “Registration Form” shall mean the registration form you filled during the registration process to the System Services where you stipulated the scope of Services you desire, and further required details and which is an integral part of this Agreement.
   6. “Services” shall mean the services provided by us to you via the Company System, as set forth in the applicable Registration Form referencing these Terms.
   8. “Subscription Term” shall mean the set subscription period during which you and your Designated Users are allowed to use the Company System.
   9. “Company System” shall mean the Company’s proprietary innovative online platform, commonly referred to as “Scytale AI Platform”, which will collect data from the Client’s SaaS systems automatically through integrations and manual uploads..
   10. Terms not expressly defined herein shall have the meaning assigned to them in the Services Agreement to the extent so assigned therein.
2. Use of the Company System
   1. Grant of Limited Right of Use. Subject to your full compliance at all times with the terms and conditions set forth in the Services Agreement including but not limited to these Terms, Company hereby grants you, and your Designated Users, a paid-up, worldwide, limited in time for the applicable Subscription Term, non-exclusive, non-transferable and non-sublicensable limited right to access and use the Company System in accordance with the Documentation and these Terms and solely for the purposes and in the framework of the provision of the Services under the Services Agreement.. For removal of doubt, it is hereby clarified that, other than the above expressly stipulated limited right of use, Client and/or Client’s Designated Users shall not acquire or be granted any other rights, title and interest whatsoever in and to and in relation to the Company System and Company’s Technology and anything pertaining thereto and all such rights, title and interest shall at all times be owned exclusively by the Company.. 
   2. Your Account. In order to access the Company System, you must open an account (the “Account”) by providing your full legal name, a valid email address, and any other information required in the Registration Form and/or as part of the Services.
3. Your Responsibilities, Obligations and Restrictions 
   You warrant and represent that: 
   1. Account Responsibility. You are solely responsible for all activities occurring under your Account and for your Designated Users use of the Company System. You agree to immediately notify us of any unauthorized access or use of the Company System which you become aware of or of any other known or suspected breach of security and use reasonable efforts to stop promptly any copying or distribution of content that is known or suspected by you.
   2. Necessary infrastructure. You are solely responsible for obtaining or providing, at your sole expense, all internet service and/or leased or dedicated access lines, internet, and computer equipment, including connection equipment and modems and any other hardware or software necessary to enable the operation of the Company System. You understand and acknowledge that we will not be liable for network-related problems attributable to the operation of the Company System and that internet and network configuration changes may affect the Company System’s performance and accessibility.
   3. Compliance with the Law. You shall use the Company System only for lawful purposes as explicitly set forth herein. Your responsibility includes compliance with all applicable local, state, national and foreign laws, treaties and regulations relating to your use of the Company System, including those related to the protection of intellectual property, data privacy, international communications and the transmission of technical or personal data. You agree to hold us harmless from all consequences of any breach of the foregoing responsibility howsoever arising.
   4. Restricted Use. You may not and may not permit others to: (i) access or use Company’s Technology for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; (ii) license, sublicense, sell, resell, transfer, assign, distribute, display, disclose or commercially exploit Company’s Technology or make the Services available to any third party other than to your Designated Users; (iii) copy, modify, adapt, translate or make derivative works based upon any part of the Company’s Technology; (iv) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code (or the underlying ideas, algorithms, structure or organization) of any part of the System; (v) create Internet “links” to the Company’s Technology or “frame” or “mirror” any content thereof on any other server, wireless or Internet-based device; (vi) send spam via the Company System or otherwise duplicative or unsolicited messages in violation of applicable laws; (vii) send via or store on any part of the Company System infringing, obscene (including pornography, violence, terror, etc.), threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (viii) introduce, send via or store on the Company’s Technology material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs; (ix) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (x) attempt to gain, or assist third parties in obtaining unauthorized access to Company’s Technology or its related systems or networks; (xi) remove, deface, obscure, or alter Company’s or any of its licensors identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Company’s Technology or any copies thereof; or (xii) use the Services other than for your reasonable internal business purposes.
   5. Client Content. You own all Client Content or have all the required licenses, rights, consents, approvals and permissions required in order to grant the Company the right and license mentioned in Section ‎4.6 below. You are solely responsible for any and all obligations with respect to the accuracy, quality and legality of your Client Content. Any Client Content that you submit via the Services do not and shall not violate any applicable laws, including those related to data privacy or data transfer and export or any policies and terms governing such Client Content. You shall not submit via the Services any sensitive data that is protected under a special legislation and requires unique treatment. 
4. Intellectual Property Rights
   1. Ownership. The Company alone (and/or its suppliers and/or licensors, when applicable) owns and shall own any and all right, title and interest, including all related Intellectual Property Rights in and to the Company’s Technology, in whole or in part. 
   2. Client’s Rights. These Terms do not convey to you any interest in or to the Company’s Technology, except for a limited right of use as expressly set forth herein, terminable in accordance with these Terms and the Services Agreement. The Services Agreement and these Terms provide the terms and conditions under which you are permitted to use the Company’s Technology in the framework of the Services only. The Services Agreement and these Terms are notan agreement for the sale of the Company’s Technology to you, and no title to the Company’s Technology passes to You.
   3. Company’s Marks. You acknowledge that any and all trademarks, trade names, logos, service marks, or symbols used by the Company to identify the Company System and the Services (the “Company’s Marks”) belong to the Company (and/or its suppliers and/or licensors, when applicable), and that any use of any of these Company’s Marks without the prior written permission of their owners is strictly prohibited.
   4. Feedback. During the provision of the Services, you may provide Company with suggestions, ideas, comments, or other feedback to any of the Services and/or Company’s Technology, or parts of the Company’s Technology (the “Feedback”). It is hereby clarified that any Feedback shall become the sole property of the Company without restrictions or limitations on use of any kind. You represent and warrant that all Feedback provided to the Company does not and will not infringe any third-party rights and shall irrevocably assign to Company any right, title and interest you may have in such Feedback.
   5. Infringements. Without limiting the generality of the above, you shall promptly notify the Company of all suspected infringements, actual or potential, of Company’s Intellectual Property Rights which come to your attention. It is hereby clarified that the sole right to prosecute and settle such infringements shall be vested with the Company. You shall not, during or after the Term, challenge or assist others in challenging Intellectual Property Rights licensed or controlled by the Company and/or associated with the Company’s Technology.
   6. License to Client’s Content. You own and shall own any and all right, title and interest, including all related Intellectual Property Rights in and to your Client Content. You hereby grant the Company an irrevocable, worldwide, perpetual, royalty-free, fully paid, non-exclusive, sub-licensable right and license to access, use, process, copy, download, store, distribute, publicly perform, display and create derivative works of your Client Content, solely for the purpose of providing and improving our Services.
5. Client Disclaimers, Integrations, Indemnification
   1. Disclaimers. THE SERVICES ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS-AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM THE COMPANY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY THE COMPANY, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, CONTRACTORS OR THE LIKE (EACH, “ANYONE ON ITS BEHALF”) SHALL CREATE OR CONSTITUTE ANY FORM OF WARRANTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK, THAT NEITHER THE COMPANY NOR ANYONE ON ITS BEHALF DO AND CAN WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SERVICES NOR THAT THE OPERATION OF THE SERVICES WILL BE ERROR FREE OR MEET ANY REQUIREMENTS AND THAT THE PROTECTED OUTPUT WILL BE ACCURATE. THE COMPANY GRANTS NO WARRANTY REGARDING YOUR USE OF THE SYSTEM AND THE SERVICES. 
      
      Third Party Integrations. As part of the Services, the System may contain links to third-party services or may enable you to integrate, access, engage and procure certain services provided by third parties (each, a “Third-Party Service”). You acknowledge and agree that regardless of the manner in which any Third-Party Services may be presented or offered to you, the Company does not endorse any such Third-Party Services, or shall be in any way responsible or liable with respect to any such Third-Party Services. Client is solely responsible for any integration with a Third-Party Service and instruct the Company to share its Client Content (including Personal Data, as required) with the providers of any Third-Party Service in order to enable the integration of such Third-Party Service with the Services.
6. Client Miscellaneous 
   1. Privacy Policy. These Terms are subject to the Privacy Policy of the Company which is set forth on the website. and constitutes an integral part of this Agreement.
   2. Contradictions. The rights and obligations of the Parties under these Terms are accumulative to those under the main body and/or other Schedules of the Services Agreement.  In the event of any contradictions or discrepancies between the terms and conditions of these Terms and those contained elsewhere in the Services Agreement, which cannot be reconciled by interpreting them as accumulative provisions or in the aggregate, it is agreed that such contradictions and discrepancies shall be interpreted in a way that will be most favorable to the Company. 
   3. Modifications. We may change these Terms, from time to time, by posting a modified copy of these Terms on the website, or by otherwise notifying you. These changes will be effective and binding as of posting of the notice; unless a different effective date is specified. YOUR CONTINUED USE OF THE SERVICES FOLLOWING DELIVERY AND/OR POSTING OF A NOTICE OF MODIFICATION SHALL BE CONCLUSIVELY DEEMED AN ACCEPTANCE OF SUCH MODIFICATION. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU MUST TERMINATE THIS AGREEMENT IMMEDIATELY, AND NOTIFY US IMMEDIATELY SO THAT A TERMINATION OF YOUR ACCOUNT MAY BE PROCESSED, AND SUCH TERMINATION IS YOUR ONLY RECOURSE.

Last updated: July 2021.