1. General
1.1. The term “including” is not intended to be exclusive and means “including without limitation”. 1.2. Other terms appearing in these Terms of Use will have the meaning ascribed to them in the agreement and/or order form between the Company and Customer (if and as applicable) to which these Terms of Use are enclosed (the “Agreement”). In the event of any conflict or inconsistency between these Terms of Use and the Agreement, these Terms of Use shall prevail unless the Agreement expressly states that it overrides these Terms of Use with respect to the specific provision(s) in conflict. 1.3. The Platform and Services are operated and owned by the Company. ‘We’, ‘us’, or ‘our’ means the Company, and ‘you’ shall mean, respectively: the subscriber to the Platform and Services who is (a) the entity that holds a license to the Platform and on whose behalf the User is using the Platform and Service (“Customer”); (b) an individual User that holds a license to the Platform and Services; and/or any person or entity accessing the Platform and/or using the Platform or the Services under authorization or on behalf of Customer by unique credentials assigned by the Company (“Users”). Except where these Terms of Use explicitly refer to Customer or User, the provisions of these Terms of Use should be regarded as applicable to both. 1.4. By using the Services, you (a) accept these Terms of Use and agree that you are legally bound by their terms on your behalf and on behalf of your Users as of the date you accept these terms; and (b) represent and warrant that: (i) you are of legal age to enter into a binding agreement; (ii) if you are a corporation, governmental organization, or other legal entity, you have the right, power, and authority to enter into these Terms of Use on behalf of the corporation, governmental organization, or other legal entity and bind them to these terms; (iii) you will not access the Platform or Services through automated or non-human means, whether through a bot, script, or otherwise; (iv) you will not use the Platform or Services for any illegal or unauthorized purpose; and (v) your use of the Platform and Services will not violate any applicable law or regulation. If you do not have the legal authority to bind your corporation, governmental organization, or other legal entity (or do not agree with these Terms of Use), then you are expressly prohibited from using the Platform and Services. 1.5. The information provided when using the Platform and Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject the Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Platform and Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. 1.6. The Platform and Services are intended for business use only and are not directed to individuals under the age of eighteen (18). You represent and warrant that you are at least eighteen (18) years of age and have the legal capacity to enter into these Terms of Use on your own behalf and/or on behalf of the Customer (as applicable). The Company does not knowingly collect personal information from children under 18 and may suspend or terminate access upon becoming aware of any use by a minor.2. Access Right
2.1. Company hereby grants you a limited, revocable, non-transferable, non-exclusive, non-sub-licensable right to access and use (and if you are a Customer - to enable Users to access and use) the Platform and Services, for internal purposes only, all under the condition of complying with all obligations under these Terms of Use, and the payment of all applicable Subscription Fees pursuant to the Tokens Packages (as defined below) provided on our website and/or as otherwise agreed in the Agreement (the “Access Right”). Except as explicitly mentioned herein, no other rights, implied or otherwise, are granted.3. Accounts
3.1. You hereby agree to the provision of the Services via the Platform and to provide Company with all necessary information and data required for the provision of the Platform and Services as more fully described below. 3.2. The Platform can be accessed through any computer by first completing the registration process via the Service website at the following link: https://www.duzz.ai/ and by using the username and password provided to you upon registering for the Services. 3.3. During the registration process, you will be asked to select a tokens package to access the Platform and Services (each, a “Tokens Package”), which includes: (i) the period during which you can access the Platform and make use of the Service (the “Subscription Period”); and (ii) the Subscription Fees (as described hereinafter in Section 8), in exchange for the provision of the Services to you. The Services are usage-based services, and each Tokens Package contains an amount of tokens that can be used by you as part of the Platform and Services as further described in the applicable Tokens Package. Once you have used all of your tokens and have not purchased additional tokens you will not be able to use any feature of the Platform or Services that requires tokens. All such information is incorporated into these Terms of Use by reference. 3.4. Once an Account is created, you will be able to access the Platform and use any of the Services for the duration of the Subscription Period and perform any of the actions that are supported or made available through the Platform solely for your own business purposes and benefit, all in accordance with these Terms of Use. 3.5. You hereby agree to provide accurate, current, and complete information about you as part of the registration process, and to maintain and promptly update any such information and Content (as defined in Section 4 below) you provide to the Company, and to keep it accurate, current, and complete. 3.6. You are solely responsible for maintaining the security of your Account and safeguarding your password(s) (and if you are a Customer, your Users’ Accounts). Accordingly, the login credentials of each User’s specific Account shall be kept in strict confidence. 3.7. You hereby agree to notify (and if you are a Customer, to make sure that any User on your behalf will notify) the Company immediately of any unauthorized access or use of a User’s Account or any other breach of security. The Company will not be liable for any loss or damage resulting from someone else using a User’s password or Account, either with or without your knowledge. You will be held liable for losses incurred by Company and/or any third party due to someone else using your Account or password.4. Content
4.1. You are fully responsible for all information, data, images, code, or content, or otherwise that you publish, upload, or make available to the Platform and Services (the “Content”) on your Account (even if placed there by third parties), including with respect to the accuracy, quality, and legality of the Content. The Company does not claim ownership over the Content and shall not be responsible for the Content in any manner. 4.2. By publishing or uploading Content to the Platform, you represent and warrant that: a. The Content does not and will not infringe, violate, or misappropriate the Intellectual Property Rights of any third party; b. You have obtained all rights and permissions necessary to make use of and/or publish the Content; c. The Content does not contain or incorporate any malware, viruses, Trojan horses, or other harmful or malicious code; d. Unless you have entered into a separate agreement with us relating to the processing of such data, the Content does not and will not include any personal information or data (as defined under the General Data Protection Regulation (Regulation (EU) 2016/679) or any other applicable data privacy law), and is not subject to heightened restrictions relating to the transmission or processing of data for the jurisdictions in which the Service is provided. e. The Content is not false, inaccurate, or misleading; f. The Content is not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation; g. The Content is not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by the Company); h. The Content does not ridicule, mock, disparage, intimidate, or abuse any person or entity; i. The Content is not used to harass or threaten (in the legal sense of those terms) any other person or to promote violence against a specific person or class of people; j. The Content does not violate any applicable law, regulation, or rule; k. The Content does not violate the privacy or publicity rights of any third party; l. The Content does not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors; m. The Content does not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap; n. The Content does not otherwise violate, or link to material that violates, any provision of these Terms of Use or any applicable law or regulation. 4.3. Company’s processing of personal data (if any) in connection with the Platform and Services is described in the Company’s privacy policy available at: https://duzz.ai/privacy-policy (the “Privacy Policy”), which is incorporated herein by reference. If and to the extent the Customer authorizes the submission of personal data to the Platform and Services, the parties may be required to enter into a separate data processing addendum and/or other documentation as required by applicable data protection laws. You acknowledge that the Platform and Services may be hosted and/or supported from servers located outside your jurisdiction, and that use of the Platform and Services may involve the transfer of data (including Content, to the extent it includes personal data) to Israel and/or other jurisdictions in which Company or its service providers operate. 4.4. By submitting or uploading Content to the Platform, you grant Company a worldwide, royalty-free, non-exclusive license (i) to use, reproduce, modify, adapt, and publish that Content for the purpose of providing you with the Services via the Platform; (ii) to create aggregations and summaries of the Content or portions thereof for the Company’s business purposes, including to compile statistical and performance information related to the provision and operation of the Platform and/or Services and for the development of new products or services (“Analytical Data”), and (iii) to distribute such Analytical Data publicly to any third party in support of Company’s business (both during the Subscription Period and thereafter), provided that such publication or disclosure of Analytical Data is made in an anonymous manner that cannot identify you or your Content. As between you and Company, all right, title, and interest in the Analytical Data and all Intellectual Property Rights therein or developed therefrom, belong to and are retained solely by Company. 4.5. Notwithstanding anything else in these Terms of Use, the Agreement, or otherwise, Company may monitor your use of the Platform and Services and collect and use Analytical Data related to your use or derived from monitoring (such as configurations, log data, etc.) to ensure your compliance with these Terms of Use and applicable law. Without limiting any of your representations or warranties with respect to the Content, Company has the right (but not the obligation) to reject or remove any Content, without liability or notice to you, if the Content violates these Terms of Use or infringes the Intellectual Property Rights of any third party. 4.6. Although Company performs regular routine backups of data, you are solely responsible for all Content that you transmit or that relates to any activity you have undertaken using the Platform and Services. You agree that we shall have no liability to you for any loss or corruption of any such Content, and you hereby waive any right of action against us arising from any such loss or corruption of such Content.5. Restrictions
5.1. You shall not do any of the following while accessing the Platform or using the Services or Content, nor permit or encourage any User or third party to directly or indirectly: (a) distribute or make the Platform available over a network where it could be used by multiple devices at the same time; (b) use the Platform or Services otherwise than in compliance with these Terms of Use and all applicable laws, statutes, rules, and regulations, including intellectual property rights of third parties; (c) rent, lease, lend, sell, redistribute, sublicense, assign, transfer, or otherwise make available or exploit in any form or by any means all or any portion of the Platform or the Services; (d) copy, scrape, harvest, mine, extract, systematically retrieve, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Platform, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law), or otherwise attempt to discover any underlying ideas, algorithms, structure, or organization of the Platform or Services; (e) use the Platform, Services, or any outputs thereof to develop, train, test, benchmark, or improve any machine learning or artificial intelligence models (including by using the Services or outputs as training data), except as expressly permitted in writing by the Company; (f) use the Platform or Services in order to build, offer, support, or assist a competitive product or service; (g) use the Platform in a way that is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; (h) do anything that could disable, overburden, or impair the proper activity of the Platform; (i) interfere with or otherwise circumvent mechanisms in the Platform intended to limit your use; (j) provide any false information upon registration to the Platform or when updating or creating an account; (k) attempt to obtain a User’s account (including login credentials) or other security information from any other User; (l) use the Platform or Services in a manner that could otherwise cause damage to the Company or any third party, or that violates or infringes any rights of any third party, including but not limited to privacy rights, publicity rights, or Intellectual Property Rights; or (m) circumvent, disable, or otherwise interfere with security-related features of the Platform or features that enforce use limitations. 5.2. Any attempt to do any of the above-mentioned unauthorized uses is a violation of the rights of the Company. If you breach this restriction, you may be subject to prosecution and damages. You are solely responsible and liable for any breach by you of the obligations under this Section 5 and for any consequences thereof (including any loss or damage which Company may suffer), and Company has no responsibility to you or any third party. 5.3. These Terms of Use will govern any upgrades provided by the Company that replace and/or supplement any component of the Platform or Services, unless such upgrade is accompanied by separate terms of use, in which case those terms will govern. 5.4. We reserve the right, but not the obligation, to: (i) monitor the Platform and Services for violations of these Terms of Use; (ii) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (iii) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Content or any portion thereof; (iv) in our sole discretion and without limitation, notice, or liability, remove from the Platform or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (v) otherwise manage the Platform and Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Platform and Services.6. Third Party Services
6.1. The Platform and Services may integrate with, link to, or enable access to third party products, features, content, specifications, source codes, plug-ins, applications, and prices of products. Such services are described or depicted on the Platform (“Third Party Services”). 6.2. When using certain Third Party Services, you may be subject to any additional terms and conditions applicable to such Third Party Services, including, without limitation, their license terms, privacy policies and SLA. We urge you to read all of these terms and policies of the Third Party Services. Such Third Party Services are listed and arranged by order of importance and impact on your use of the Platform and Services in the following link: www.duzz.ai/third-parties 6.3. Any Third Party Services may be changed from time to time at Company’s sole discretion upon written notice to be provided by the Company to the Users community. Any such Third Party Services terms and policies are subject to changes by the respective Third Party Service provider at any time without notice. 6.4. You hereby acknowledge and agree that such Third Party Services are not under the control of the Company, and Company is not responsible for any Third Party Service and makes no representation as to the accuracy, usefulness, performance, safety, or intellectual property rights in or relating to such Third Party Service, and shall have no liability or responsibility whatsoever regarding any access to and use of any Third Party Service.7. Service Availability, Modifications, and Data Backup and Loss
7.1. Company reserves the right to change, modify, or remove the contents of the Platform and Services at any time or for any reason at its sole discretion without notice. However, Company has no obligation to update any information on the Platform. Company will not be liable to you or any third party for any modification, suspension, or discontinuance of the Platform or any Service. 7.2. Company cannot guarantee the Platform and Services will be available at all times. Company may experience hardware, software, or other problems or need to perform maintenance related to the Platform and Services, resulting in interruptions, delays, or errors. Company reserves the right to change, revise, update, suspend, discontinue, or otherwise modify the Platform and Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Platform or Services during any downtime or discontinuance. Nothing in these Terms of Use will be construed to obligate Company to maintain and support the Platform or Services or to supply any corrections, updates, or releases in connection therewith.8. Fees
8.1. In consideration of the Access Right granted to you herein during the Subscription Period, you hereby agree to pay the Company: (i) the Subscription Fees attached or linked to the Tokens Package you chose when subscribing to the Service, as set forth on our website (“Subscription Fees”). 8.2. The applicable Subscription Fees are payable in full in advance, in accordance with your selected Tokens Package, and are non-refundable and non-creditable. 8.3. Company reserves the right to change the Subscription Fees and/or the Tokens Packages anytime at its sole discretion, upon providing prior written notice to the Users community. Any such change for Users who have a valid and active Tokens Package (i.e., that the tokens were not yet fully utilized) on the date of change will apply to such Users upon purchase of a new and/or additional Tokens Package. In any case, no change will apply to a User’s already purchased Tokens Package at the time of such change before the expiration or utilization of that Tokens Package. 8.4. Subscription Fees shall be paid through credit card or other billing method accepted by Company in accordance with billing information provided by you upon subscribing to the Platform, and in any event no later than the periods set forth in Section 8.2. 8.5. Company uses a third party for the payment process, and the processing of payments will be subject to their terms and conditions. Alternatively, you may opt to pay through a bank transaction, subject to Company’s approval (which may be granted or denied at Company’s sole discretion). 8.6. Subscription Fees paid to Company are net of any taxes or other charges, and you will be responsible for all taxes and other charges resulting from the payment to Company, other than Company’s income taxes.9. No Warranty
9.1. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE PLATFORM AND THE SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, AND THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PLATFORM AND THE SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, USEFULNESS, SECURITY, RELIABILITY OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OR OF FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE PLATFORM OR THE SERVICES WILL BE UNINTERRUPTED, OR ERROR-FREE, AND THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL THAT YOU PURCHASE OR OBTAIN THROUGH THE PLATFORM OR THE SERVICES (INCLUDING SERVICES OR MATERIALS PROVIDED BY THIRD PARTY PROVIDERS OR EXTERNAL SERVICES) WILL MEET YOUR EXPECTATIONS, OR THAT ANY ERRORS IN THE PLATFORM OR THE SERVICES WILL BE CORRECTED. 9.2. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusion and limitations may not apply to you in such jurisdictions. 9.3. Without limiting the foregoing disclaimers, you acknowledge that the Platform and Services utilize artificial intelligence and may generate or present outputs, analytics, test results, recommendations or reports that may be incomplete, inaccurate or otherwise unsuitable for your purposes. You remain solely responsible for (i) verifying and validating all outputs and results prior to relying on them, and (ii) your decisions, actions and omissions based on your use of the Platform and Services. You shall not use the Platform or Services for any purpose where errors could lead to death, personal injury, or physical or environmental damage, or for any other safety-critical, medical, or regulated use case unless expressly agreed by the Company in writing.10. Limitation of Liability
10.1. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL THE COMPANY OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, PUNITIVE DAMAGES, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE, OR RELIANCE ON THE PLATFORM OR ANY PART OF THE SERVICES, ANY CONTENT AND/OR EXTERNAL SERVICE, HOWEVER CAUSED, OR ANY OTHER MATTER RELATING TO THE PLATFORM, THE SERVICES AND/OR ANY THIRD PARTY SERVICE REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE. 10.2. IN NO EVENT SHALL THE TOTAL AGGREGATED LIABILITY OF THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES AND/OR AGENTS, FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW) EXCEED THE LESSER OF: (I) THE AMOUNT OF SUBSCRIPTION FEES PAID BY YOU TO THE COMPANY FOR THE PLATFORM AND SERVICES PROVIDED DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, OR (II) $50,000, IN EACH CASE, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10.3. Any cause of action by you with respect to the Platform and/or Services must be instituted within one (1) year after the cause of action arose. 10.4. Some jurisdictions do not allow the exclusion or limitation of liability for personal injury, or of incidental or consequential damages, so the limitations above may not apply to you in such jurisdictions.11. Intellectual Property
11.1. All intellectual property rights, ownership, title and interest in and to the Platform and the Services (excluding Third Party Services), including but not limited to Intellectual Property Rights, patents, copyrights, trademarks, moral rights, trade secrets, designs or any other proprietary and intellectual property rights recognized under any applicable law anywhere in the world, whether issued or pending, registered or unregistered (the “Intellectual Property Rights”), are and shall remain the sole and exclusive property of the Company. Without derogating from the above, the Company reserves all proprietary rights in and to all designs, engineering details and other data pertaining to the Platform, including, without limitation any custom graphics, button icons, and scripts. 11.2. You are not granted any Intellectual Property Rights, including ownership, license or otherwise in or to the Platform or the Services, other than as explicitly set forth in these Terms of Use. 11.3. Any Company names, trademarks, service marks, logos, trade dress, or other branding related to the Company and/or included on, or are in connection with, the Platform or as part of the Services (collectively, the “Trademarks”) are owned by Company and may not be copied, imitated, or used (in whole or in part) without Company’s prior written consent. If any other trademarks, names, or logos are present on the Platform or the Services (collectively, “Third-Party Trademarks”), such Third-Party Trademarks are the property of their respective owners, and their use inures to the benefit of their respective owners. 11.4. You hereby agree that Company has the right to use your trademark, name and logo on the Company’s website relating to the Platform or other Company’s websites or marketing materials, solely for the purpose of identifying you as our customer and describing your use of the Services. You also agree that Company may (but is under no obligation to): (i) inform other potential customers that you are a user of the Platform and/or Services; and (ii) identify you as a customer in other forms of publicity (including, without limitation, case studies, blog posts, and the like). 11.5. Any suggestions, enhancements, recommendations or other feedback provided by you to the Company with respect to the Platform, the Services, or any other Company’s product or service (the “Feedback”), will be owned by Company, including all Intellectual Property Rights therein, and will be and become Company’s Confidential Information (as defined below). Company will be free to use, disclose, reproduce, incorporate and otherwise distribute and exploit any Feedback into the Platform, Services or any other Company offerings. All enhancements and customizations to the Platform and/or Services based on such Feedback shall be owned by Company. 11.6. The Platform may contain, as an inseparable part thereof, open source code components provided to Customer according to the terms of the license of said open source code, or copyright notification accompanying the open source code as aforesaid (hereinafter, the “Open Source Code License”). You hereby agree to comply with all the terms of any Open Source Code License. The list of open-source code components and the applicable licenses, as may be updated by us from time to time, is provided upon request by email to platform@duzz.ai.12. Confidentiality
12.1. Each party agrees that its technical or business information that is designated in writing as confidential, or that should reasonably be considered confidential given the nature of the information and/or the manner or means of disclosure, shall be the confidential property of the disclosing party (“Confidential Information”). 12.2. For the purposes of these Terms of Use you agree that the Feedback, any analysis or reports we provide to you through the Platform and/or as part of the Services, and any non-public elements of the Platform or the Services, including, without limitation, the source code of any Company proprietary software (if provided), will be deemed to be Company’s Confidential Information, regardless of whether it is marked as such. 12.3. Each party will not use the other party’s Confidential Information, except as permitted by these Terms of Use. Each party shall use a reasonable degree of care to safeguard the other party’s Confidential Information in its possession or control and to prevent any unauthorized disclosure of the other party’s Confidential Information, including, without limitation, disclosing Confidential Information only to its employees, independent contractors, consultants, and legal and financial advisors (collectively, “Representatives”): (i) with a need to know such information, (ii) who are parties to appropriate agreements sufficient to comply with this Section 12, and (iii) who are informed of the nondisclosure obligations imposed by this Section 12. Each party will be responsible for all acts and omissions of its Representatives. 12.4. The foregoing confidentiality obligations will not restrict either party from disclosing information of the other party that (i) was previously rightfully known to the receiving party without restriction on disclosure; (ii) is or becomes known to the general public, through no fault or breach on the part of the receiving party; (iii) is disclosed to the receiving party by a third party without breach of any separate nondisclosure obligation; (iv) was independently developed by the receiving party; or (v) is required to be disclosed pursuant to a judicial order or third party subpoena provided the receiving party provides written notice to the disclosing party in order for the disclosing party to seek an appropriate remedy and only discloses the minimum information required by the order or subpoena.13. Termination
13.1. These Terms of Use shall commence upon the first registration and your first access to the Platform, and shall continue for as long as you are accessing or using the Platform or the Services. 13.2. You may terminate your subscription to the Platform and Services at any time by either using the Platform interface to cancel the Account or subscription (if available) or by sending a cancellation notice to the following email: Platform@duzz.ai. Any cancellation will take effect at the later of: (i) the end of your then current Subscription Period, or (ii) thirty (30) days after the Company receives your written notice of non-renewal. No refunds will be issued unless expressly stated otherwise. 13.3. Company, at its sole discretion, may terminate your Subscription to the Platform at any time by written notice to you, including suspending or permanently terminating your access to the Platform and/or Services or any part thereof in the following cases: (i) if you fail to comply (or, if you are a Customer, to make sure that Users on your behalf comply) with any of the provisions of these Terms of Use or applicable law; or (ii) if you fail to pay, for any reason, the applicable Subscription Fees, in which case termination may take effect immediately and without further notice; and/or (iii) if required by law enforcement or a government agency, or otherwise in order to comply with applicable law or regulation. The above termination rights shall be without prejudice to the right of the Company to be indemnified for its damages and for any other right and remedy. 13.4. Company may terminate any Free Tokens Package that you have subscribed to, at any time and for any reason, without notice or liability to you. 13.5. Upon termination or expiry of your subscription: (i) the Access Right shall immediately expire and you will immediately cease any and all use of the Platform and/or the Services; (ii) you will lose all access to the Content, provided however that, for a period of thirty (30) days from the effective date of termination, Company will provide you, upon your written request, with a reasonable opportunity to download your Content (at your cost and expense), and that Company reserves the right (at its sole discretion) to permanently delete any Content at any time following said thirty (30) day period, and you hereby waive any rights and/or remedies with respect to such deletion of Content. Nothing contained herein shall limit any other remedies that Company may have for your default under these Terms of Use nor relieve you of any of your obligations incurred prior to such termination. 13.6. In any case of termination mentioned herein, the provisions which by their nature shall continue beyond termination will survive such termination for any reason and shall continue to apply, including Sections 1, 4, 5, 6.4, 8.6, 9-12, 13.5-13.6 and 14-18.14. Indemnity
14.1. You hereby agree to defend, indemnify, and hold the Company and its directors, officers, employees, agents, partners, licensors, and any affiliated company or individual harmless from any and all damages, liabilities, costs, and expenses, including reasonable attorney fees and expenses, related to or in connection with (i) your use of the Platform and/or Services or your placement or transmission of any Content via the Platform; (ii) your violation of any term of these Terms of Use; (iii) any violation of any third party rights or applicable law; or (iv) any other actual or alleged breach of any of your obligations under these Terms of Use (including, among other things, any actual or alleged breach of any of your representations or warranties as set forth herein). Notwithstanding the foregoing, Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Company, and you agree to cooperate, at your expense, with our defense of such claims. Company will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.15. Independent Contractors
15.1. Each of the parties hereto is an independent contractor, and is not an employee, agent or partner of the other.16. Publicity
16.1. Company may identify you as a customer of Company on its website and in other marketing materials. Provided you are satisfied with the Platform and Services, Company may develop a case study for public dissemination and marketing use by Company, describing the benefits you have derived from the Platform and Services. You hereby agree to reasonably cooperate with such case study. Publishing shall be subject to your prior written approval, which shall not be unreasonably withheld.17. Governing Law and Jurisdiction
17.1. With respect to any dispute or disagreement between the parties arising out of or in connection with these Terms of Use, the parties shall make a good faith effort to resolve that dispute through discussion. If a dispute cannot be resolved by discussions between the parties, then these Terms of Use shall be governed by and construed exclusively in accordance with the laws of the State of Israel, without regard to its conflict of laws principles. You hereby irrevocably consent to submit to the exclusive jurisdiction of the competent courts in Tel Aviv, Israel, which shall have exclusive jurisdiction with respect to any such disputes. Notwithstanding the above, if you are a User accessing or using the Platform and/or the Services under authorization or on behalf of the Customer, then the provisions set out in Section 17.1 shall apply to the Customer and not to you. 17.2. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use. 17.3. Without derogating from the generality of the foregoing, in case of infringement of any of Company’s Intellectual Property Rights by Customer and/or User and/or any third party on their behalf, Company shall be entitled to initiate legal proceedings before any competent court anywhere in the world where such infringement takes place in order to seek injunctive relief — in which case lex fori shall apply to such proceedings (rather than the law governing this Agreement).18. Miscellaneous
18.1. Entire Agreement: These Terms of Use constitute the entire agreement between you and the Company with respect to the subject matter hereof (the use of the Services), and supersede all prior or contemporaneous understandings or agreements (written or oral) regarding such subject matter, unless otherwise stated and agreed by the parties. Notwithstanding the foregoing, to the extent Customer has entered into an Agreement with the Company, such Agreement and these Terms of Use together constitute the entire agreement between the parties with respect to the Platform and Services, and in the event of any conflict the order of precedence set forth in Section 1.2 shall apply. 18.2. Notices: Any notice or other communication required or permitted under these Terms of Use shall be in writing and shall be deemed given: (i) when delivered personally; (ii) when sent by confirmed email; (iii) one business day after being sent by a reputable overnight courier service; or (iv) four business days after being mailed by first class certified or registered mail, return receipt requested, postage prepaid. All notices to the Company shall be sent to platform@duzz.ai. All notices to you shall be sent to the email address or physical address you provided during registration or as subsequently updated in your account settings. You are responsible for keeping your contact information current. The Company may also provide notices or communications to you by posting them on the Platform or through the Services interface, and such notices shall be deemed given when posted. 18.3. Assignment: You may not assign these Terms of Use, in whole or in part, by operation of law or otherwise, without the prior written consent of the Company, and any attempted transfer, assignment, or delegation without such consent will be void and of no effect. Company may freely transfer, assign, or delegate these Terms of Use, or its rights and duties under these Terms of Use, without notice to you. Subject to the foregoing, these Terms of Use will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors, and permitted assigns. 18.4. Force Majeure: Neither party shall be liable for any delay or failure in performance (other than non-payment of amounts owing) due to causes beyond its reasonable control. 18.5. Severability: If any part of these Terms of Use is held to be unenforceable or invalid, in whole or in part, that portion will be enforced to the maximum extent possible, and all other provisions will remain in full force and effect. 18.6. Waiver: Except as expressly set forth in these Terms, the exercise by either party of any of its remedies will be without prejudice to its other remedies under these Terms or otherwise. The failure by a party to enforce any part of these Terms will not constitute a waiver of future enforcement of that or any other provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of the waiving party. 18.7. No Third Party Beneficiaries: These Terms of Use do not create any obligation of the Company to any third parties, nor shall it be deemed to create any rights or causes of action on behalf of any third parties. 18.8. Changes to these Terms of Use: The Company may change these Terms of Use from time to time, in its sole reasonable discretion, and encourages you to review them periodically. Company will provide you with written notice of substantial changes to these Terms of Use. Any such changes will take effect fifteen (15) days after such notice was provided on the Platform, or as required by law. All other changes to these Terms of Use are effective immediately upon publication of the updated Terms of Use on the Platform. Your continued use of the Platform and/or Services after the publication of the updated Terms will be deemed acceptance of any and all such changes.Copyright © Duzz AI Ltd., ALL RIGHTS RESERVED.