All Purchase Orders received by Immue (“Immue”) for access to and use of its products and/or services, are subject to these Terms and Conditions, the terms and conditions on any Purchase Order form, and any special terms and conditions specified in the applicable Purchase Order. No Purchase Order and/or special terms and conditions take precedence over these Terms and Conditions, unless expressly provided otherwise herein. Immue's failure to insist upon or enforce strict performance of any term or condition shall not constitute a waiver of any subsequent breach by Client. Client's downloading, installing, accessing or using of the Immue's products and/or services constitute Client's consent to these Terms and Conditions and undertaking to operate in compliance therewith.
1. Definitions. Capitalized terms not defined herein shall have the meaning ascribed to them in the Purchase Order.
2. License Grant. Subject to the terms and conditions in, and only during the Subscription Period, Immue grants Client the limited, non-exclusive, revocable, non-sublicensable and non-transferable license to access and use the Immue product specified in the applicable Purchase Order for internal purposes only, and not for resale or distribution, and within the limited scope set out in the applicable Purchase Order.
3. Restrictions on Use. Client will not, and will not permit any person, directly or indirectly, to (i) reverse engineer, disassemble, reconstruct, decompile, translate, modify, copy, download the data provided by the products, other than as explicitly permitted hereunder; or (ii) create derivative works of the products or the service, or any aspect or portion thereof, including without limitation, source code and algorithms. Client shall not distribute or otherwise disseminate the products or services by any means or in any form, except as permitted by Immue in advance in writing.
4. Intellectual Property. As between Client and Immue, Immue retains all right, title and interest, including without limitation all intellectual property rights, in and to, (i) the products, the service, the content and any and all elements and components thereof, including content, technology, software, code, user interfaces and any derivative works and/or compilations thereof which are made available to Client and which Client may access or use as part of the Agreement; and (ii) any feedback (including suggestions comments, improvements, ideas, etc.), about the service, the content, or the products.
5. Confidential Information. The term “Confidential Information” means any information of or relating to Immue that becomes known to Client through disclosure, observation or otherwise, and that either is designated as confidential by Immue or that is reasonably understood to be confidential, including, without limitation, information regarding the Immue's products, services, programs, features, data, techniques, technology, code, ideas, inventions, research, testing, methods, procedures, know-how, trade secrets, business and financial information and other activities. All Immue Confidential Information remains the property of Immue, and no license or other right in any Immue Confidential Information is granted hereby. Client will not disclose any Immue Confidential Information to any third party, and will take all reasonable precautions to prevent its unauthorized dissemination. If Client is an organization, Client will limit internal disclosure of Immue Confidential Information to Client's employees or consultants who have a need to know, and will take steps to ensure that dissemination is so limited. Client shall be responsible for any act or omission of any of its employees or consultants with respect to the Immue Confidential Information. Upon Immue's written request, Client will destroy or return to Immue all Immue Confidential Information in Client's custody or control.
6. Representations and Warranties. Each Party represents and warrant to the other Party that: (i) it materially complies with applicable laws and regulations, including but not limited to with relation to privacy and data protection laws and regulations, and will continue to do so in the performance of its rights and obligations under this Agreement; (ii) there are no limitations, obligations or restrictions whatsoever which restrict or prevent it from complying with the terms and conditions of this Agreement; and (iii) the persons acting on its behalf in connection with this Agreement (including its execution) are duly authorised by it to do so.
7. Disclaimer of Warranties. CLIENT EXPRESSLY UNDERSTAND AND AGREE THAT:
(A) CLIENT'S ACCESS TO AND/OR USE OF THE PRODUCTS, CONTENT, AND SERVICE IS AT CLIENT'S SOLE RISK. THE PRODUCTS AND SERVICE ARE EACH PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IMMUE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(B) IMMUE DOES NOT WARRANT THAT (I) THE PRODUCTS OR SERVICE WILL MEET ALL OF CLIENT'S REQUIREMENTS; (II) THE OPERATION OF THE PRODUCTS, CONTENT OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT KNOWN OR DISCOVERED ERRORS WILL BE CORRECTED; OR (III) WILL PROVIDE RESULTS THAT ARE ACCURATE OR RELIABLE OR (IV) WILL MEET CLIENT'S EXPECTATIONS.
8. Limitation of Liability.
CLIENT EXPRESSLY UNDERSTAND AND AGREE THAT IMMUE, ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS AS WELL AS ITS SUBSIDIARIES, AFFILIATES AND LICENSORS, AND THEIR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS SHALL NOT BE LIABLE TO CLIENT FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COVER OR OTHER INTANGIBLE LOSSES (EVEN IF IMMUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (I) THE USE OF OR THE INABILITY TO USE THE PRODUCTS OR SERVICE; (II) THE USE AND/OR THE RELIANCE UPON THE PRODUCTS OR SERVICE; (III) UNAUTHORIZED ACCESS TO, OR THE LOSS, CORRUPTION OR ALTERATION OF, CLIENT'S SERVICE, TRANSMISSIONS, CONTENT OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY USING CLIENT'S SERVICE; (V) IMMUE'S ACTIONS OR OMISSIONS IN RELIANCE UPON CLIENT'S INFORMATION AND ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM; (VI) CLIENT'S FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS OR ACCESS RIGHTS TO ITS ACCOUNT INFORMATION WHICH ALLOWS ACCESS TO THE SERVICES OR THE ACCOUNT INFORMATION OF ANY USER OF CLIENT'S SERVICE; (VII) THE ACTS OR OMISSIONS OF ANY THIRD PARTY USING THE PRODUCT OR SERVICE; (VIII) THE TERMINATION OF AVAILABILITY OF THE PRODUCTS OR THE SERVICE; OR (IX) ANY OTHER MATTER RELATING TO THE PRODUCTS, CONTENT, OR SERVICE. IN THE EVENT THE FORGOING IS NOT APPLICABLE IN ANY JURISDICTION, IN NO EVENT SHALL IMMUE MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICE EXCEED THE TOTAL AMOUNT OF US $1000.
9. Term and Termination
9.1. Term. Client agrees that the Agreement shall be deemed to be in effect as of the Order Date set out on the Purchase Order.
9.2. Termination.
9.2.1. Per the termination conditions listed on the applicable Purchase Order; and/or
9.2.2. The Agreement shall terminate automatically and without notice immediately upon any breach of the terms of the Agreement. Immue may change or suspend the Service or Client's access to or use of the Service, at any time and without advance notice.
9.2.3. Upon the termination of the Agreement for any reason the rights granted to Client herein, including all licenses and data and Client will destroy or return to Immue all Immue Confidential Information in Client's custody or control. Notwithstanding any termination of this Agreement, Sections 4, 5, 6, 7, 8 and 9 shall continue to apply and survive termination.
10. Miscellaneous
10.1. Except as expressly provided for herein, Client may not use Immue's logos, names or trademarks to issue publicity or general marketing communications concerning its involvement with Immue, unless Immue has provided written notice stating otherwise.
10.2. The Agreement and the relationship between Client and Immue shall be governed by the laws of the State of Israel without regard to its conflict of law provisions. Client and Immue agree to submit to the personal and exclusive jurisdiction of the courts located within Israel.
10.3. The failure or delay by Immue to exercise or enforce any right or provision of the Agreement or rights under applicable law shall not constitute a waiver of any such provisions or rights. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.
10.4. Client may not assign or transfer its rights or obligations under the Agreement. Immue may assign its rights and obligations to any third party.