Sedric’s Platform Subscription – Terms and Conditions 

1. SERVICES 

  1. Sedric will provide Customer the Services as described in the Subscription Form.
  2. For the duration of the Term (as defined below), Sedric hereby grants Customer a limited, non-transferable, non-exclusive right to access and use the Platform in accordance with the terms and conditions set out herein. 
  3. Sedric will provide Customer with support services in accordance with the contact information as set forth in the “Get in Touch” section on Sedric’s website, which can be accessed at: Sedric.ai.
  4. Sedric shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Sedric or by third-party providers, or because of other causes beyond Sedric’s reasonable control.

 2. RESTRICTIONS AND RESPONSIBILITIES

  1. Customer will be solely responsible for maintaining the security and confidentiality of Customer account, passwords (including but not limited to administrative and user license passwords) and files, and for all activities that occur under its account with or without Customer’s knowledge or consent.
  2. Customer confirms that it will use the Platform only in compliance with all applicable laws and regulations, including, without limitation, applicable data protection and privacy laws. Sedric may prohibit any use of the Platform it believes may be (or alleged to be) in violation of the foregoing.
  3. Customer will not modify, create derivative works based on, reverse engineer or remove any proprietary notices or labels from the Platform or any software, documentation or data related to the Platform (collectively, “Underlying IP”).

3. REFERENCE

Customer agrees that Sedric may identify the Customer as a user of the Platform and/or Services, and use the Customer’s trademark and/or logo: (i) in sales presentations, promotional/marketing materials, and press releases, and (ii) in order to develop a brief customer profile for use by Sedric on Sedric’s website for promotional purposes.

4. CONFIDENTIALITY; PROPRIETARY RIGHTS

  1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) may disclose business or technical information relating to the Disclosing Party’s business and technology (hereinafter referred to as “Confidential Information” of the Disclosing Party). The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Services) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that (a) is or becomes generally available to the public, (b) was in its possession or known by the Receiving Party prior to receipt from the Disclosing Party, (c) was rightfully disclosed to the Receiving Party by a third party without violation of any obligation of confidentiality, or (d) is required to be disclosed by law or by a governmental authority, provided that, prior to disclosing such information pursuant to this clause, Receiving Party will, if possible and lawful, give prior notice thereof to Disclosing Party and provide Disclosing Party with the opportunity to contest such disclosure (such disclosure by law or to a governmental authority will not derogate from the general confidential nature of such information). 
  2. Customer will own all right, title and interest in and to (a) any non-public data provided by Customer to Sedric to enable the provision of the Services (“Customer Data”). Sedric will own and retain all right, title and interest (including all intellectual property rights) in and to (a) the Underlying IP, all revisions, amendments, improvements, enhancements or modifications thereto, and all intellectual property rights related to any of the foregoing. 

5. PRIVACY

  1. Customer hereby grants Sedric a nonexclusive, worldwide, royalty-free right to reproduce, display, adapt, modify, transmit, distribute and otherwise use the Customer Data to: (a) maintain, provide, and improve the Services under this Agreement; (b) prevent or address technical or security issues and resolve support requests; and (c) as otherwise required by applicable law. No rights to the Customer Data are granted to Sedric hereunder other than as expressly set forth in this Agreement.  
  2. Customer is solely responsible for the accuracy, quality, legality, reliability, and appropriateness of all Customer Data. Customer will ensure that it has all necessary authority and appropriate consents and notices in place to enable lawful transfer of Customer Data to Sedric so that Sedric and its service providers may lawfully use, process and transfer the Customer Data in accordance with this Agreement on Customer's behalf. Sedric will maintain administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of the Customer Data.
  3. To the extent that Customer Data processed by Sedric on Customer’s behalf, includes personal data relating to individuals who are in the European Union, then Sedric will execute supplemental privacy and security terms, including but not limited to those required under Article 28 of Regulation (EU) 2016/679 (“GDPR”), with Customer. 
  4. Upon termination or expiration of the Customer’s subscription to the Platform, Sedric shall delete all Customer Data within 30 days, in accordance with Sedric’s data retention policy. 
  5. Sedric will have the right to collect and analyze data and other information (including, without limitation, information concerning Customer Data) uploaded to the Platform, for as long as it is in an aggregate, anonymized or other de-identified form and does not constitute personal data under any applicable law, in order to develop, improve, train, enhance and promote the Services and the Underlying IP     

6. WARRANTY AND DISCLAIMER

Sedric will use commercially reasonable efforts in performing the Services and use commercially reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services or the Platform may be temporarily unavailable or limited for scheduled maintenance or for unscheduled emergency maintenance, either by Sedric or by third-party providers, or because of other causes beyond Sedric’s reasonable control, but Sedric will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, SEDRIC DOES NOT WARRANT THAT THE SERVICES AND THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND THE PLATFORM ARE PROVIDED “AS IS” AND SEDRIC DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, GOOD TITLE, NON-INFRINGEMENT OR ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR (I) PERSONAL INJURY OR DEATH; (II) FRAUDULENT MISREPRESENTATION; (III) ANY CLAIM THAT EITHER PARTY INFRINGES OR MISAPPROPRIATES THE INTELLECTUAL PROPERTY RIGHTS OF THE OTHER PARTY OR A THIRD PARTY; AND (IV) ANY OTHER LIABILITY WHICH MAY NOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, SEDRIC AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORYFOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING ANY LOSS OF BUSINESS, REPUTATION, INCOME OR PROFIT). 

TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL SEDRIC’S LIABILITY UNDER THE AGREEMENT EXCEED, IN THE AGGREGATE, THE FEES PAID BY CUSTOMER TO SEDRIC FOR THE SERVICES UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY. 

MISCELLANEOUS

If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. The Agreement is not assignable, transferable or sublicensable by Customer except with Sedric’s prior written consent.  Sedric may transfer and assign any of its rights and obligations under the Agreement without consent as part of an M&A transaction or corporate reorganization. The Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Agreement. All waivers and modifications must be in writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, franchise or employment is created between the parties as a result of the Agreement and neither party has any authority of any kind to bind the other in any respect whatsoever or to represent itself as the other’s agent. All notices under the Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when delivery is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. The Agreement will be governed by the laws of the State of Israel without regard to its conflict of laws provisions. The Parties submit any disputes arising hereunder to the exclusive jurisdiction of the competent courts of Tel Aviv, Israel. Sections ‎‎2 , ‎‎3, ‎‎5 and ‎‎6  will survive termination of the Agreement. 

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