IMPORTANT – please read the following carefully before using the platform and/or services. By signing this gytpol master subscription agreement, including any of its exhibits, annexes, appendixes or other document to which this agreement incorporates by reference (“agreement”), or clicking “i agree”, “accept” (or other similar button) or by otherwise accessing and/or using any part of the platform, you expressly acknowledge and agree that you, on behalf of yourself or your organization, (“customer”) are entering into a legal agreement with gytpol ltd., (or, if applicable, the respective gytpol entity specified in the order form) (“gytpol”) (you and gytpol each, a “party” and collectively, the “parties”), and have understood and agree to comply with, and be legally bound by, the terms and conditions of this agreement (the date of such occurrence being the “effective date”). If you are entering into this agreement on behalf of an entity (“organization”), you represent that you have the right, authority, and capacity to bind the organization to this agreement and in such case all references to “you”, “your” and/or “customer” hereinafter shall mean the organization. If you do not agree with any of the terms and conditions of this agreement, please do not use the platform. By accepting this agreement, you represent that you are at least 18 years of age. If you do not accept the terms of this agreement, you must not click "i agree/i accept/ (or the similar button or checkbox), and you are not authorized to access or use any part of the platform. 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 the terms of this agreement and immediately refrain from accessing and/or using the platform. 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.
If Customer has purchased a subscription granted hereunder from a partner, reseller or distributor authorized by GYTPOL (“Partner”) to the extent there is any conflict between this Agreement and the agreement entered between Customer and the respective Partner, including any purchase order (“Partner Order Form”), then, as between Customer and GYTPOL, this Agreement shall prevail. Any rights granted to Customer in such Partner Order Form, which are not contained in this Agreement, apply only in connection with such Partner. In that case, Customer must seek redress or realization or enforcement of such rights solely with such Partner and not GYTPOL.
Definitions. The following definitions shall have the following meanings throughout the Agreement:
“Intellectual Property Rights” means all intangible legal rights in the Platform, and any part thereof, including any and all derivatives, changes and improvements thereof, and including without limitation: all inventions, patents, patent applications, trademarks, service marks, trade dress, logos, trade names, and corporate names, domain names, any work of authorship, copyrights, trade secrets, Confidential Information, and all other proprietary rights in whatever form or medium, in each case on a worldwide basis; together with all revisions, extensions, reexaminations translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith.
"Order" shall mean either an applicable Order Form or Partner order Form, as the case may be.
“Order Form” means as applicable, a written or electronic order form, price proposal or quote (i) to which this Agreement is attached or incorporated by reference and which is executed by the Parties; or (ii) issued by Customer pursuant to a Proposal made by GYTPOL to Customer, each for the provision by GYTPOL to Customer of the Subscription and any related Services, provided that such order form incorporates by reference all terms and conditions specified in the Proposal and that any terms and conditions printed, or linked to, within such order which are in addition to and/or inconsistent with the terms and conditions of this Agreement and/or of the Proposal, shall be of no effect. “Proposal” means any written or electronic price proposal, made by GYTPOL to Customer, setting forth the scope and price of the subscription to and/or the provision of the services, as applicable. The term "Order Form" shall include the applicable usage and volume parameters, as well as the commercial terms, agreed between the Parties.
“Order Form” means as applicable, a written or electronic order form, price proposal or quote (i) to which this Agreement is attached or incorporated by reference and which is executed by the Parties; or (ii) issued by Customer pursuant to a Proposal made by GYTPOL to Customer, each for the provision by GYTPOL to Customer of the Subscription and any related Services, provided that such order form incorporates by reference all terms and conditions specified in the Proposal and that any terms and conditions printed, or linked to, within such order which are in addition to and/or inconsistent with the terms and conditions of this Agreement and/or of the Proposal, shall be of no effect. “Proposal” means any written or electronic price proposal, made by GYTPOL to Customer, setting forth the scope and price of the subscription to and/or the provision of the services, as applicable. The term "Order Form" shall include the applicable usage and volume parameters, as well as the commercial terms, agreed between the Parties.
"Platform" means GYTPOL’s device security configuration management platform which is provided by GYTPOL’s to Customer, on the basis of on-perm subscription and/or software as a service subscription, as set forth in the applicable Order.
“Services” means services which shall be provided by GYTPOL to Customer under this Agreement under terms which shall be mutually agreed by the parties.
“Documentation” means GYTPOL’s product documentation detailing the operation and use of the Platform, as generally made available to GYTPOL’s customers, and as updated from time to time by GYTPOL.
“Support Services” means the provision of Updates and technical support by GYTPOL pursuant to its SLA as further detailed in Section 6.
“User” means an employee of Customer authorized to access and use the Platform.
Subscription
Usage Rights. Subject to the terms and conditions of this Agreement, including payment of the fees, during the respective Subscription Term GYTPOL shall grant Customer a non-exclusive, limited, non-transferable, non-sublicensable, revocable right , to, subject to the respective subscription model specified in the respective Order, either install, download access and/or use (as the case may be) the Platform solely for Customer's internal purposes (collectively, the “Subscription”). Customer may use the Platform subject to the use limitations specified in this Agreement, the respective Order and applicable laws and regulations. Customer shall be solely responsible for providing all equipment, systems, assets, access, and ancillary goods and services needed to access and use the Service, for ensuring their compatibility with the Platform.
Account. In order to access the Platform, Customer is required to submit in the applicable Platform interface the login details provided by GYTPOL (“Account”). Customer shall be responsible and liable for all activities that occur under or in the Account. Customer will require that all Users keep user ID and password information strictly confidential and not share such information with any unauthorized person. Customer shall be fully responsible and liable for any breach of this Agreement by a User. Any unauthorized access or use of the Service must be immediately reported to the GYTPOL.
Suspension. GYTPOL reserves the right to temporarily suspend provision of Platform: (a) if Customer is seven (7) days or more overdue on a payment; (c) if GYTPOL deems such suspension necessary as a result of Customer’s breach under Section 3 (Restrictions on Use); (c) if GYTPOL reasonably determines suspension is necessary to avoid material harm to GYTPOL or its other customers, including, when applicable, if the Platform cloud infrastructure is experiencing denial of service attacks or other attacks or disruptions outside of GYTPOL's control, or (d) as required by law or at the request of governmental entities.
Restrictions on Use. Except for any use explicitly permitted under this Agreement, Customer shall have no other rights, express or implied, in the Platform, and shall not: (i) attempt to infiltrate or hack the Platform, or any part thereof; (ii) represent that it possess any proprietary interest in the Platform; (iii) copy, "frame" or "mirror" the Platform; (iv) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available the Platform to any third party (such as offering it as part of a time-sharing, outsourcing or service bureau environment); (v) publicly perform, display or communicate the Platform; (vi) modify, alter, adapt, arrange, or translate the Platform; (vii) decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms) of, the Platform; (viii) remove, alter, or conceal any proprietary rights notices displayed on or in the Platform; (ix) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Platform; (x) make a derivative work of the Platform, or use it to develop any service or product that is the same as (or substantially similar to) it; (xi) directly or indirectly, take any action to contest GYTPOL's Intellectual Property Rights or infringe them in any way; and/or (xii) except as specifically permitted hereunder, use the name, trademarks, trade-names, and logos of GYTPOL.
Title; Intellectual Property Rights.
Platform. GYTPOL DOES NOT AND SHALL NOT BE DEEMED TO HAVE SOLD OR TRANSFERRED TITLE IN THE PLATFORM TO CUSTOMER. The Platform and the documentation shall remain the exclusive property of GYTPOL. All Intellectual Property Rights evidenced by or embodied in or related to the Platform, and, regardless of inventorship or authorship, to any customizations, enhancements, or derivatives thereof, or connected to or arising out of the Platform, are and shall be owned solely by GYTPOL. GYTPOL reserves all rights not expressly granted hereunder, and nothing in this Agreement constitutes a waiver of GYTPOL’s Intellectual Property Rights under any law.
Feedback. If GYTPOL receives any feedback (which may consist of questions, comments, suggestions or the like) regarding the Platform (collectively, “Feedback”), all rights, including intellectual property rights in such Feedback shall belong exclusively to GYTPOL and such shall be considered GYTPOL's Confidential Information. Customer hereby irrevocably and unconditionally transfers and assigns to GYTPOL all intellectual property rights it has in such Feedback and waives any and all moral rights that Customer may have in respect thereto. It is further understood that use of Feedback, if any, may be made by GYTPOL at its sole discretion, and that GYTPOL in no way shall be obliged to make use of the Feedback.
Analytics Information. Any anonymous information, which is derived from the use of the Platform (i.e., metadata, aggregated and/or analytics information and/or intelligence relating to the operation, support, and/or Customer’s use, of the Platform) which is not personally identifiable information and which does not identify Customer (“Analytics Information”), may be used for providing the Platform and its related service, for development, and/or for statistical purposes. Such Analytics Information is GYTPOL's exclusive property.
Personal Data. To the extent that Customer needs a data processing agreement ("DPA"), Customer shall request GYTPOL to provide it with it’s data processing agreement and return it signed to GYTPOL as described therein. The DPA, once signed, shall be deemed as an integral part of the Agreement.
Support and Additional Services.
Subject to Customer's compliance with the terms of this Agreement, GYTPOL shall provide Customer with Support Services in connection with the Platform, all subject to the terms of this Agreement and GYTPOL’s standard support principles specified in the respective Order, as may be updated by GYTPOL from time to time (“SLA”), provided that any such update shall not adversely and materially affect Customer’s rights.
Customer acknowledges and agrees that GYTPOL may from time to time, during the Subscription Term, develop generally-available bug fixes, patches (“Updates”) which may either (i) remotely and automatically update and maintain the Platform components (including if installed on Customer’s premises); or (ii) require manual installation by GYTPOL (via wireless connection or on premises visit), and in such case, Customer agrees to facilitate such installation in accordance with GYTPOL's instructions, and GYTPOL shall have no responsibility, obligation, or liability of any kind whatsoever in respect of versions of the Platform that are not updated in accordance with the foregoing.
GYTPOL may provide Customer, from time to time, with certain additional services as shall be mutually agreed by the parties on a case-by-case basis.
In the event Customer wishes to receive any additional services from GYTPOL which are not included in the SLA, such as installation, deployment, configuration, customization, integration, training, or other professional services (“Professional Services”) Customer shall request same from GYTPOL in writing, and, subject to GYTPOL's agreement in its sole discretion, such Professional Services shall be set out in sequential Order Form to this Agreement, as shall be negotiated and executed by. Professional Services shall be charged in accordance with the fees and payment terms specified within the applicable Order Form. Each such additional Order Form is hereby deemed incorporated into this Agreement by reference. To the extent of any conflict between the main body of this Agreement and a respective Order Form, the former shall prevail, unless and to the extent that the Order Form expressly states otherwise.
Mutual Warranties. Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and that the execution and performance of this Agreement will not conflict with other agreements to which it is bound or violate applicable law.
Third Party Components. The Platform may use or include third party open source software, files, libraries or components that may be distributed to Customer and are subject to third party open source license terms. A list of any third party open source software and related open source licenses will be available at https://gytpol.com/3rd_party/ as may be updated from time to time by GYTPOL at its sole discretion. If there is a conflict between any open source license and the terms of this Agreement, then the open source license terms shall prevail but solely in connection with the related third party open source software. GYTPOL makes no warranty or indemnity hereunder with respect to any third party open source software.
Customer’s Obligations.
Security and Compliance with Applicable Laws. Customer will use reasonable security precautions in the course of using the Platform. Customer represents and warrants that its use of the Platform will be in compliance with any and all applicable laws, rules, regulations, statutes, codes, ordinances, orders, or guidelines of any governmental entity.
Viruses and Malicious Code. Customer will neither insert nor permit the insertion or introduction of any Malicious Code (defined below) into the Platform. Customer will take all commercially reasonable actions and precautions to prevent the introduction and proliferation of Malicious Code into the Platform. GYTPOL may immediately suspend Customer's access to the Platform if GYTPOL detects Malicious Code or reasonably suspects that Malicious Code was introduced or permitted by Customer or Customer's account. "Malicious Code” means (i) any code, program, or sub-program which causes damage or maliciously interferes with the operation of a computer Platform containing the code, program or sub-program, or halts, disables, or interferes with the operation of the Platform (ii) any device, method, or token that permits any person to circumvent without authorization the normal security of the Platform.
Fees and Payment. If Customer has purchased the Subscription directly from GYTPOL, Sections 10.1 to 10.3 shall apply to such Customer.
Fees; Payment Terms. Customer shall pay the Fee as set forth in the Order Form. All payments shall be due and payable in the amounts and under the terms set forth in the Order Form. Unless stated otherwise in the Order Form, payments shall be made by wire transfer in accordance with the instructions of GYTPOL against a valid tax invoice within thirty (30) days from the invoice date. All payments under this Agreement are non-refundable.
Late Payment. Amounts that are not paid in accordance with the terms stated in this Agreement will be subject to a late charge of 1.5% per month, until paid in full, subject to a seven day grace period.
Taxes. All amounts payable to GYTPOL are exclusive of all taxes, levies or similar governmental charges, however designated, including penalties and interest imposed by any jurisdiction, except for taxes based on the net income of GYTPOL. If under applicable law taxes are required to be withheld, Customer shall pay GYTPOL an amount such that the net amount after withholding of taxes shall equal the amount that would have been otherwise payable under this Agreement.
Partner Payment. If Customer purchased the Subscription via a Partner, the Subscription is subject to the full payment of the applicable fees as set forth in the applicable Partner Order Form between Customer and the respective Partner. All payments shall be made directly to Partner, as agreed between Customer and Partner. If Customer is entitled to a refund under the terms and conditions of this Agreement, then, unless GYTPOL specifies otherwise, GYTPOL will refund any applicable fees to the Partner, and the Partner alone will be responsible for refunding the appropriate amounts to Customer.
Limited Warranty.
Warranties. GYTPOL warrants that the Platform, when used according to the terms of this Agreement, shall perform in material compliance with its technical Documentation. This limited warranty extends only to Customer. GYTPOL’s sole liability and Customer’s exclusive remedy for any breach of this warranty shall be to use reasonable commercial efforts to remedy any failure of the Platform.
Restrictions. The express warranties specified in this Section shall not apply if: (A) the applicable Platform or any portion thereof: (i) has been altered, maintained, modified or adjusted in any manner by Customer, or a third party not under GYTPOL’s responsibility and control, without GYTPOL’s prior written consent; (ii) has not been used, operated and maintained in accordance with this Agreement; or (iii) fails to function due to a malfunction of Customer's equipment, or (B) the failure of the Platform results from or is otherwise attributable to: (i) Customer's failure to implement in a timely manner any update made available to Customer, or (ii) the combination of the Platform with equipment or software not authorized or provided by GYTPOL.
Disclaimer. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH HEREIN, THE PLATFORM AND ANY SERVICE ARE PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. GYTPOL DOES NOT WARRANT THAT THE PLATFORM, OR ANY SERVICES, WILL BE DELIVERED OR PERFORM ERROR-FREE OR WITHOUT INTERRUPTION TO CUSTOMER. WITHOUT LIMITING THE FOREGOING GYTPOL SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, COMPLETENESS, AND FITNESS FOR A PARTICULAR PURPOSE AND DISCLAIMS ALL WARRANTIES AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF OTHERS. GYTPOL WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO PUBLIC NETWORKS OR CUSTOMER'S HOSTING SERVICES. GYTPOL SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER.
Indemnification.
Indemnification. GYTPOL shall defend and indemnify Customer from and against any and all costs, liabilities, losses and expenses (including, without limitation, reasonable legal fees) finally awarded against Customer pursuant to a third party claim arising out of an allegation that the Platform, when used according to the terms of this Agreement, infringes any intellectual property right ("Claim"). The foregoing indemnification shall not apply with respect to any Claims relating to or resulting from: (i) combination or use of the Platform with software or hardware not provided or authorized in writing by GYTPOL; (ii) use of the Platform not in accordance with GYTPOL's specifications and instructions or not for its intended purpose; (iii) use of other than the most current, unaltered version of the Platform that was offered to Customer; (iv) any modification of the Platform, or portions thereof made by or on behalf of Customer; (v) to the extent that such liability could have been avoided but for Customer’s failure to implement the infringement remedies that GYTPOL made available; or (vi)willful misconduct or improper acts or omissions by Customer.
Infringement Claim Remedies. If the Platform becomes, or in GYTPOL's opinion is likely to become, the subject of an intellectual property infringement claim, then GYTPOL's may, at its sole discretion: (a) procure for Customer the right to continue using the Platform; (b) replace or modify the Platform to avoid the Claim; or (c) if options (a) and (b) cannot be accomplished despite GYTPOL's reasonable efforts, then GYTPOL may terminate this the affected Order upon written notice to Customer, and Customer shall be entitled to receive either from GYTPOL or Partner (as the case may be) a pro-rated refund of any prepaid fees under such Order based on the remaining period of the corresponding Subscription Term(s).
Indemnification Procedures. As a condition to the indemnification and defense obligations hereunder Customer shall provide GYTPOL with: (i) prompt written notice of the claims; (ii) the right to control and direct the investigation, defense and settlement of such claims; and (iii) reasonable cooperation in connection with such investigation, defense and settlement.
Sole Remedy. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, THE TERMS SET FORTH IN THIS SECTION STATE GYTPOL'S ENTIRE LIABILITY AND OBLIGATION AND CUSTOMER’S EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
Indemnification by Customer. Customer shall defend any action brought against GYTPOL, its officers, directors, agents and employees, and shall pay all costs, liabilities, damages and legal fees finally awarded against GYTPOL, to the extent such action arises from or is connected with; (i) Customer's modification or use of the Platform not in strict accordance with this Agreement; (ii) any misrepresentation or any breach of covenant or agreement on the part of Customer; or (iii) any third party claim or action against GYTPOL for injuries or damages to persons or property caused or claimed to have been caused by the negligent acts or omissions of Customer's personnel while in the course of performing work under this Agreement.
Confidentiality. During the Term hereof, each party may have access to certain non-public confidential information of the other party, whether furnished before or after the Effective Date, and regardless of the manner in which it is furnished, which given the totality of the circumstances, a reasonable person or entity should have reason to believe is confidential or competitively sensitive (together, the "Confidential Information"). Confidential Information shall exclude any information that (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the disclosing party; (iii) receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of this Agreement ; (iv) the receiving party can demonstrate in its records to have independently developed, without breach of this Agreement or any use of or reference to the Confidential Information. The receiving party agrees: (a) not to disclose the disclosing party’s Confidential Information to any third parties other than to its, directors, officers, employees, advisors or consultants (collectively, the "Representatives") on a strict “need to know” basis only and provided that such Representatives are bound by written agreements to comply with the confidentiality obligations as protective as those contained herein; (b) not to use or reproduce any of the disclosing party’s Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement; (c) to keep the disclosing party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care. Notwithstanding the foregoing, if receiving party is required by legal process or any applicable law, rule or regulation, to disclose any of disclosing party’s Confidential Information, then prior to such disclosure, receiving party will give prompt written notice to disclosing party so that it may seek a protective order or other appropriate relief. The parties' obligations with respect to Confidential Information shall expire five years from the date of termination or expiration of this Agreement, unless a longer period of protection applies under applicable law, either as trade secret information or otherwise.
Limitation of Liability. EXCEPT FOR ANY DAMAGES RESULTING FROM WILLFUL MISCONDUCT, AND/OR CUSTOMER'S MISAPPROPRIATION OR OTHERWISE VIOLATION OF GYTPOL'S INTELLECTUAL PROPERTY RIGHTS IN NO EVENT WILL EITHER PARTY: (i) BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE; AND (ii) IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES ARISING AND CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, EXCEED THE AMOUNT PAID TO GYTPOL BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM. THESE LIMITATIONS SHALL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Term and Termination.
Term. The term of this Agreement shall commence on the Effective Date and, unless terminated in accordance with this Section, shall remain in effect until all applicable Orders expire or terminate (“Term”).
Subscription Term. Each Order for the purchase the Subscription shall be for the initial subscription term specified in the respective Order ("Initial Subscription Term"). In case Customer purchased the Subscription directly from GYTPOL, with respect to any respective Order Form, unless otherwise specified in such Order Form, following such Initial Subscription Term and/or any Renewal Subscription Term (as defined below), such Order Form shall automatically renew for successive 1 year terms (each at GYTPOL's then current pricing and packaging or as otherwise mutually agreed by the Parties in writing) (each, a “Renewal Subscription Term”, and together with the Initial Subscription Term, the “Subscription Term”), unless either Party notifies the other Party in writing of its intent not to renew such Order Form, not less than thirty (30) days prior to the expiration of the then-current Subscription Term.
Termination for Breach. Each Party may terminate this Agreement and/or any respective Order immediately upon written notice to the other Party if the other Party commits a material breach under this Agreement and/or such respective Order and, if curable, fails to cure that breach within thirty (30) days after receipt of written notice specifying the material breach (except that for payment defaults, such cure period will be seven (7) days).
Termination for Bankruptcy. Each Party may terminate this Agreement and/or any respective Order Form upon written notice to the other Party upon the occurrence of any of the following events in respect of such other Party: (a) a receiver is appointed for the other Party or its property, which appointment is not dismissed within sixty (60) days; (b) the other Party makes a general assignment for the benefit of its creditors; (c) the other Party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law, which proceedings are not dismissed within sixty (60) days; or (d) the other Party is liquidating, dissolving or ceasing normal business operations.
Consequences. Upon termination of this Agreement and/or of any respective Order for any reason: (i) if applicable, all outstanding fees due to GYTPOL shall be accelerated and become due and payable by the effective date of termination; (ii) each party shall return to the other party any information in tangible form obtained in connection with this Agreement; (iii) the right to use and/or access the Platform shall expire; (iv) Customer shall return to GYTPOL or erase or otherwise destroy all copies of the Platform in Customer’s possession, including such that are fixed or resident in the memory or hard disks of Customer’s computers, as well as all copies of the documentation; (v) at GYTPOL’s request, Customer shall certify in writing to GYTPOL that all copies and partial copies of the Platform have been either returned to GYTPOL or otherwise erased or destroyed and deleted from any computer, libraries or storage devices and are no longer and will not in the future be used by Customer.
General Terms .
Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Israel, without regard to the principles of conflict of laws. Any and all disputes and controversies arising out of or in connection with this Agreement shall be brought exclusively before the competent courts of Tel Aviv, Israel.
Survival. Sections 3, 11.3, 10, 11, 13, 14, 15.5 and 16 shall survive termination of this Agreement without limitation of time.
Severability. If any provision of this Agreement be held to be invalid, that provision shall be replaced with a valid provision implementing the intent of the parties at the time of accepting this Agreement.
Force Majeure. GYTPOL will not be liable for any delay or failure to provide the Platform resulting from circumstances or causes beyond the reasonable control of GYTPOL 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 GYTPOL.
Relationship of the Parties. GYTPOL and its employees shall perform the Services as an independent contractor and not as an employee, agent or representative of Customer. GYTPOL shall not be deemed to be an employee of Customer.
Publicity. GYTPOL shall be entitled to issue a press release with respect to the subject matter of this Agreement, and include the name of the Customer and its trademark in its website and marketing materials.
Entire Agreement. This Agreement and any Exhibits constitute the entire agreement between GYTPOL and Customer and supersedes any previous agreements or representations, either oral or written. Customer acknowledges that it has not relied upon any representations or warranties other than those expressly contained in this Agreement. This Agreement may be amended, terminated, or altered only by an instrument in writing signed by both parties.
Assignment. A party may not transfer, assign or novate its rights or obligations under this Agreement to any third party without the prior written approval of the other party, and any such purported assignment shall be null and void, except for an assignment and novation to an affiliated company or to a successor of all assets of a party via a merger or acquisition of substantially all assets of the applicable party.
Notices. All notices given under this Agreement shall be in writing and shall be deemed to have been duly given: when delivered, if delivered by messenger during normal business hours of the recipient; when sent, if transmitted by email during normal business hours of the recipient; or on the third business day following posting, if posted by international air mail.