End User License Agreement
Databand.ai may unilaterally change or add to the terms of this Agreement at any time. In the event of a material change, Databand.ai shall notify you via email or by means of a prominent notice on the Databand.ai website available at: https://databand.ai/privacy-policy/, which you should check every once in a while. By continuing to use the Solution following such modifications, you agree to be bound by such modifications.
- License. Subject to the terms and conditions of this Agreement, Databand.ai grants user, and user accepts a non-exclusive, non-transferable, non-sublicensable, license to use the Databand.ai offering to which user subscribed on Databand.ai’s online subscription portal or in a written order signed by both parties (“Order”), which may include Databand.ai’s SaaS software and/or the databand.ai package on-prem software (which shall be defined together as the “Solution“). The license to use the Solution is for internal use for its intended purposes, solely during the Term. The terms and conditions set forth in all Orders are hereby incorporated by reference herein. Without derogating from the foregoing, the packages available on Databand.ai’s Git account are licensed under Apache License v.2 and all contributions made to that project by or on your behalf shall be licensed to Databand.ai under Apache License v.2.
- You retain all right and title in and to all data that you upload using the Solution (“User Data”).
- Notwithstanding any other provision to the contrary, the Solution, Feedback and Confidential Information and all improvements, enhancements and derivatives thereof (including those created by User) and all Intellectual Property Rights thereto (“Databand.ai IPR“) are exclusively owned by Databand.ai and/or its licensors. This Agreement does not convey to user any right, title or interest in the Databand.ai IPR, other than the revocable and limited right to use the Solution as set forth in Section 1 above.
- Confidential Information. Databand.ai shall retain User Data in confidence. User expressly undertakes to retain in confidence and to require its employees to retain in confidence all information and know-how with respect of the Solution that are disclosed to user (“Confidential Information”). The Solution and any documentation in respect thereof are Confidential Information of Databand.ai. User expressly undertakes to (i) limit dissemination of the Confidential Information solely to its employees, officers and directors on a need-to-know basis (the “Representatives”) and who are bound by obligations and restrictions as to confidentiality and Intellectual Property Rights no less restrictive on said Representatives and no less protective of Databand.ai IPR and Confidential Information than the terms hereof; (ii) not disclose the Confidential Information to any third party; and (iii) not use the Confidential Information for any purpose other than as explicitly permitted herein.
- Limitations on Use. User shall not and shall not cause or permit any third party to do any of the following (i) sell, license (or sub-license), lease, loan, assign, transfer, or pledge the Solution or its account on the Solution; (ii) reverse engineer or decompile the Solution; (iii) ship, transfer, or export the Solution or use the Solution in any manner that is prohibited by law, including without limitation, to sell, distribute, download or export the Solution: (a) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Sudan, Lebanon or Syria, (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals, (c) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. or Israeli government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval, or (d) otherwise in violation of any export or import restrictions, laws or regulations of the U.S. or Israel or any foreign agency or authority. User agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list; (iv) contest Databand.ai’s Intellectual Property Rights to the Databand.ai IPR; (v) perform any act or be responsible to any omission that is illegal; (vi) remove or add any labels, notices or logos to the Solution (vii) disclose, publish or otherwise make publicly available the results of any benchmarking of the Solution, or use such results for your own competing software development activities; or (viii) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Solution, such as features that restrict or monitor use of the Solution. User is solely responsible for acquiring and maintaining all of the hardware, software and services necessary to use and evaluate the Solution.
- User Data. You hereby warrant and represent that: (i) you have all required rights and authorizations to all User Data; (ii) User Data complies with all applicable laws.
- Support. Except in respect of evaluation licenses (unless set in the applicable Order), Databand.ai shall provide user with technical remote support, which will include workarounds and consultation regarding use of the Solution, in the scope set forth in the Order. It is hereby clarified that Databand.ai does not support derivative works or modifications made by user to the Apache License v.2. package. Databand.ai screen-records sessions and collects and processes usage data in order to derive analytics, improve the Solution and provide support.
- Payment. In consideration for the license to the Solution user shall pay Databand.ai the fees set forth in the Order pursuant to the payment terms therein. In the absence of payment terms in the Order, all fees shall be paid within thirty (30) days of the date of the invoice. Payment is exclusive of taxes and user shall bear all taxes, levies and charges except for taxes on Databand.ai’s income.
- Feedback. User agrees that any feedback or ideas user provides to Databand.ai regarding suggested improvements, enhancements or derivatives of the Solution (“Feedback“) will be the exclusive property of Databand.ai and shall be deemed as Databand.ai IPR and Confidential Information. User shall not disclose or publish such Feedback or otherwise make any such information publicly available. To the extent all right, title and interest in and to all Intellectual Property Rights in the Feedback are not owned in their entirety by Databand.ai upon creation, user hereby irrevocably assigns all rights therein to Databand.ai and waives any and all rights therein including without limitation moral rights and/or rights to receive compensation and/or royalties.
- Indemnification. Databand.ai shall defend and indemnify user against any damage or claim arising directly from a third party allegation that the Solution infringes its U.S. patents or copyrights. Databand.ai’s indemnification obligation shall be conditioned on: provision of a written notice of the claim by user to Databand.ai promptly after becoming aware thereof; Databand.ai having sole control over the defense and settlement of the claim; and user providing reasonable cooperation in the defense at Databand.ai’s expense.
- Disclaimer of Warranty.
- EXCEPT AS EXPLICITLY SET FORTH HEREIN, THE SOLUTION AND AND ANY RELATED SERVICES ARE PROVIDED “AS IS”, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DATABAND.AI DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, SECURITY AND NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOLUTION AND AND ANY RELATED SERVICES REMAINS WITH USER.
- DATABAND.AI DOES NOT WARRANT THAT THE SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE; OR THAT ERRORS/BUGS ARE REPRODUCIBLE OR THAT ERRORS/BUGS ARE REPAIRABLE AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOLUTION AND ANY RELATED SERVICES IN TERMS OF THEIR CORRECTNESS, USEFULNESS, ACCURACY, RELIABILITY, OR OTHERWISE. USER SHALL BE RESPONSIBLE FOR TAKING ALL PRECAUTIONS USER BELIEVES ARE NECESSARY OR ADVISABLE TO PROTECT USER AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF ANY USE OF OR RELIANCE UPON THE SOLUTION AND ANY RELATED SERVICES AND FOR VERIFYING ANY OUTPUT RESULTING FROM USE OF THE SOLUTION AND ANY RELATED SERVICES.
- Limitation of Liability. EXCEPT FOR CLAIMS ARISING FROM BREACH OF CONFIDENTIALITY OBLIGATIONS OR MISAPPROPRIATION OF DATABAND.AI’S INTELLECTUAL PROPERTY RIGHTS BY USER, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES, LICENSORS, SUPPLIERS, REPRESENTATIVES OR DISTRIBUTORS OR THEIR SHAREHOLDERS, MANAGERS, DIRECTORS, OFFICERS, AFFILIATES AND EMPLOYEES (“AFFILIATE“) RESPECTIVELY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY, UNDER ANY LEGAL THEORY WHETHER CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR LOSS OF DATA, WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOLUTION OR OTHER PECUNIARY LOSS, ARISING OUT OF OR IN CONNECTION WITH THE SOLUTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT DESPITE THE FOREGOING LIMITATION OF LIABILITY ANY COMPETENT AUTHORITY WILL FIND DATABAND.AI OR ITS AFFILIATE LIABLE, DATABAND.AI’S AND/OR ITS AFFILIATE’S AGGREGATE LIABILITY SHALL NOT EXCEED THE ACTUAL AMOUNTS ACTUALLY RECEIVED BY DATABAND.AI HEREIN DURING THE TWELVE (12) MONTHS PERIOD PRECEDING THE CLAIM.
- Term. This Agreement shall be in force for the term set forth in the Oder (“Term“). If the Order provides that the Term renews automatically, then, unless stated otherwise therein, the Term shall automatically renew unless either party notifies the other party in writing of its decision not to renew the Term at least thirty (30) days prior to expiration of the then current Term.
- Termination. Each party may terminate this Agreement in the event of breach by the other party upon a thirty (30) days’ written notice. Notwithstanding the foregoing, user may terminate this Agreement if Databand.ai becomes the subject of any voluntary or involuntary petition in bankruptcy or any voluntary or involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing. Without derogating from the foregoing, Upon termination or expiration of this Agreement, the right granted to you in this Agreement shall expire and you shall cease use of the Solution and immediately delete all Confidential Information and Sections 2-5, 7-8 and 10-15 shall survive and remain in effect in perpetuity. Databand.ai shall retain User Data for thirty (30) days following termination or expiration of the Agreement in order to enable user to export its data and thereafter Databand.ai may delete all User Data.
- Governing Law & Jurisdiction. This Agreement is governed by the laws of the State of Israel without regard to conflict of laws provisions thereof. The courts of Tel Aviv-Jaffa, Israel shall have exclusive jurisdiction and venue to adjudicate any dispute arising out of this Agreement and both parties hereby irrevocably submit to the exclusive jurisdiction of those courts.
- General. (i) This Agreement and the Orders are the entire agreement between you and Databand.ai in respect of the subject matter herein and this Agreement and Orders shall not be modified except as provided herein; (ii) neither party may assign or otherwise transfer this Agreement or the Orders or any of its rights and obligations therein to any third party without the prior written consent of the other party. Any unauthorized assignment will be void and of no force or effect. Notwithstanding the foregoing, Databand.ai may assign and transfer all of its rights and obligations herein in connection with a merger, consolidation, reorganization or sale of all or substantially all of its assets; (iii) unless otherwise expressly provided, no provisions of this Agreement are intended or shall be construed to confer upon or give to any person or entity other than you and Databand.ai, any rights, remedies or other benefits under or by reason of the Agreement; (iv) no failure or delay by either party in exercising any right, power or remedy shall operate as a waiver thereof. Waivers must be explicit and in writing.
Updated as of July 17th, 2021