Last Revised: May 2025
These Standard Terms of Service constitute the terms and conditions (the “Terms of Service”), which allow the use of Company’s products, following a signed Purchase Order between Matics Manufacturing Analytics Ltd.(“Company”) and the Customer (as defined in the Purchase Order). These Standard Terms of Service, along with the signed Purchase Order, the SLA, and the Privacy Policy (which can be found at matics.live/privacy-policy), constitute the entire agreement between the Company and Customer (the “Agreement”). By accepting these Terms of Service while executing a Purchase Order, customer agrees to the terms and conditions of these Terms of Service.
1. Grant of License, use of the Services and Support
1.1 Rights Granted to Customer. Subject to the terms and conditions of this Agreement, the Company agrees to grant to Customer, during the Term only, a non-exclusive, non-transferable, non-sublicensable right to use the cloud-based real-time operational intelligence (RtOI) SaaS platform (“Services”), through its employees and/or independent contractors (“Permitted Users”) for Customer’s internal business purposes. Customer may access the company’s services through downloading the Company’s software (the “Software”) to its own devices (whether such devices were purchased from the Company or from other third parties) (the “Devices”). For avoidance of doubt the Software is part of the Services.
1.2 Services modifications, changes and additions. The Company shall have the right at any time and from time to time, at its sole discretion, and upon prior 14 days’ written notice to Customer, to make substitutions and modifications to the Services so long as such substitution(s) and/or modification(s) do not adversely affect Customer’s use of the Services.
1.3 Customer acknowledges and agrees that the Company shall be entitled in its sole and absolute discretion to render any Professional Services through subcontractors certified by the Company as qualified service providers. “Professional Services” shall mean any setup and implementation work detailed in the Purchase Order, including, integration of the Services with Customer’s systems and/or Devices, as well as any custom development work.
1.4 Support. The Company shall provide technical support services (the “Maintenance and Support Services”) to Customer during the Term of this Agreement in accordance with the terms of Company’s SLA, which can be found at matics.live/sla. All Maintenance and Support Services will be provided via email (support@matics.live). Initial response shall be within 24 hours; regular resolution within 7 days.
2. Representations and obligations
2.1 BY CUSTOMER. Without derogating from Customer’s obligations, warranties and representations under this Agreement Customer hereby states and undertakes as follows:
2.1.1 Customer has the right and power to enter into this Agreement.
2.1.2 Customer acknowledges and is aware that the Services require the following equipment: (a) access to high speed internet through a dedicated internet connection or Customer’s network; (b) PC with common web-browser/ Android Tablet / IOS / Android Mobile phone with internet connectivity to run the applications provided as part of the Services; (c) Optional – Customer front end-equipment installation, for example router, sensors PLC etc.
2.1.3 Customer undertakes to use the Services solely for the internal business purposes and subject to the payment of the fees, agreed between Customer and Company under the Quotation. Except as specifically permitted herein, Customer agrees not to (i) sell, license (or sub-license), lease, assign, transfer, pledge, or share Customer’s account and/or any of Customer rights under this Agreement with/to any third party; (ii) transfer, distribute, scrap, copy all or any part of the Services and/or the Company’s proprietary rights (as referred under section 3 below) and/or use the Services as a service bureau; (iii) refer to the Services by use of framing and/or deep-linking; (iv) make use of the Services in any jurisdiction where same are illegal or which would subject the Company or its affiliates to any registration requirement within such jurisdiction or country; (v) use, or encourage, promote, facilitate or instruct others to use the Services for any illegal, harmful or offensive use; (vi) transmit or upload any viruses, spyware or other harmful, infringing, illegal, disruptive or destructive content, messages or files; (vii) access the Services through or use with the Services any unauthorized means, services or tools including without limitation any data mining, robots, or similar automated means or data gathering and extraction tools, including without limitation in order to extract for re-utilization of any parts of this Services; (viii) distribute, publish, send, or facilitate the sending of any advertisements, spam, inappropriate, inaccurate, misleading, fraudulent, libelous, defamatory, offensive, threatening, abusive or otherwise illegal content or content which infringes intellectual property rights of third parties or their right for privacy; (ix) copy, modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), make any attempt to discover the source code of the Services and/or any other software available on the Services or create derivative works thereof; (x) create false personas, multiple identities, multiple user accounts, set up an account on behalf of someone other than Customer; (xi) attempt to interfere with, hack into or decipher any transmissions to or from the servers for the Service. Customer is solely responsible for obtaining, paying for, repairing and maintaining all the equipment, software, hardware and services required for getting access to and using the Services; or (xii) When using Matics AI, (a) attempt to bypass, disable, or override any safety filters, content moderation, or protective measures implemented within Matics AI or by the Third-Party AI Provider; (b) use Matics AI to generate content that is illegal, harmful, harassing, infringing, defamatory, obscene, or otherwise violates Company’s policies or the prohibited use policies of the Third-Party AI Provider; (c) use Matics AI in a manner intended to discover or reverse engineer the underlying models, algorithms, or systems of Company or the Third-Party AI Provider; (d) use Matics AI for any high-risk activities where failure or inaccuracy could lead to significant harm, financial loss, or safety risks, without rigorous human oversight and verification.
2.1.4 Submitted Materials. Customer shall have sole responsibility and liability for Submitted Materials. The Company shall not be liable for any and all parts of the Submitted Materials and shall be entitled, under its sole discretion, to remove or edit any of the Submitted Materials at the Company’s sole discretion and without notice or explanation. Nothing in this Agreement obligates the Company to display Customer submitted materials or to use it at all or in a certain manner. Customer may not include privately identifiable information in its Submitted Materials. Customer represents and warrant to the Company that its Submitted Materials: (i) comply with and will comply with all applicable laws, rules, regulations and this Agreement and will not infringe the rights of any third party, including any intellectual property rights and the right to privacy, (ii) do not contain any threatening, offensive, racist, hateful, violent, sexually explicit, obscene, libelous, defamatory or otherwise inappropriate or any commercial content, (iii) are free from any restrictions, third party rights, payment obligations and/or royalties (including without limitation to any collecting societies). “Submitted Materials” shall mean any and all material, text, feedbacks. content, measurements, videos, photographs and information or other data provided and/or uploaded by Customer to the Services, including all prompts, questions, text, data, or other information submitted by Customer to Matics AI.
2.1.5 Customer Account. Customer solely responsible for any actions performed in the Services under its user name and password. Keeping Customer’s password safe is Customer’s sole responsibility. If Customer has any reasons to suspect that its (or anyone on Customer’s behalf) password was discovered by any third party or that there was an unauthorized access to Customer account, Customer will immediately notify the Company and modify Customer’s login information. The Services are intended for use by users at least eighteen (18) years old. Customer hereby declares that Customer (and/or anyone on Customer’s behalf) are eighteen (18) years old or older and undertake to monitor Customer’s account to ensure that no minor under that age has access to the Services.
2.1.6 Third-Party Products and Services. Customer is aware that the use of the Services is done through Customer’s Devices. Customer acknowledges that the Company is not liable, in any form, for the Devices, their use, functionality and any other aspect, and the use of the Devices is subject to the third parties’ terms and conditions accompanying such Devices. Any and all liability and/or warranties regarding the purchase and use of the Devices is granted by the relevant manufacturer only. In addition, Customer acknowledges that the Services may enable or assist Customer to access, interact with, and/or purchase Third-Party Services. Such access to the Third-Party Services will be done at Customer’s own risk. Any use of Third-Party Services is governed solely by the terms and conditions of such Third-Party Services (and Customer shall comply with all such terms and conditions), and any contract entered into, or any transaction completed via any Third-Party Services, is between Customer and the relevant third party, and not the Company. The Company makes no representation and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third-Party Services or any transactions completed, and any contract entered into by Customer with any such third party. “Third–Party Services” means products, services, applications, or websites made available by third parties through the Services or purchased in order to obtain the Services. Customer specifically acknowledges that the Matics AI feature (as defined below) relies on services provided by the Third-Party AI Provider (as defined below), which is considered a Third-Party Service for the purposes of this section.
2.2 BY COMPANY. Company represents and warrants that (i) the Services will perform materially as described in this Agreement; (ii) the Services will not infringe, misappropriate or otherwise violate any intellectual property or other right of any third party; (iii) it will perform all Services in a timely, professional, and workmanlike manner with a level of care, skill, practice and judgment consistent with generally recognized industry standards and practices for similar services, using personnel with requisite skill, experience and qualifications, and will devote adequate resources to meet its obligations under this Agreement; (iv) its performance of any services or other obligations under this Agreement do not or at any time will not conflict with or violate any applicable law, including any law relating to data privacy, data security or personal information; and (v) it has the right and power to enter into this Agreement and has the ability and experience to carry out the obligations assumed by it under this Agreement.
3. Matics Ask AI
3.1 MATICS leverages AI to allow Customers to freely ask an integrated chatbot any business questions about their manufacturing data using plain language (“Matics AI”).
3.2 The Matics AI feature currently utilize the Gemini API, a service provided by Google (the “Third-Party AI Provider”), to process and analyze user-generated text for the purpose of generating SQL queries and production data analysis, providing data insights and generating queries upon the customer data. By using our Services, you acknowledge and agree that your input may be transmitted to and processed by Third-Party AI Provider in accordance with its terms and privacy policies (available at this link. While we take commercially reasonable measures to protect your data within our cloud infrastructure, please be aware that the processing by the Third-Party AI Provider is subject to its data handling practices, over which we have limited direct control. We encourage you to review Third-Party AI Provider API Privacy Policy, to understand how your data may be used by them.
3.3 The Matics AI feature powered by the Third-Party AI Provider may evolve or change over time, and their availability and performance depend on the API service provided by the Third-Party AI Provider. Please note that the Gemini API currently includes experimental technology and may sometimes provide inaccurate content. Company does not control and is not responsible for the availability, performance, accuracy, security, or operation of the Third-Party AI Provider’s services or API. The availability and functionality of the Matics AI feature are contingent upon the continued operation of and Company’s access to the Third-Party AI Provider’s services. Any interruption or degradation of the Third-Party AI Provider’s services may impact the Matics AI feature. Matics does not warrant (i) fitness for specific operational decisions, (ii) compliance with industry-specific regulations, or (iii) absence of algorithmic bias in outputs. The Matics AI feature is not a substitute for human expertise in safety-critical manufacturing contexts.
3.4 Customer understands that while Company configures the API connection according to the Third-Party AI Provider available options (which may include options to prevent data being used for model training), the ultimate data usage practices are determined by the Third-Party AI Provider’s terms. Customers should review these terms carefully. [if applicable. Based on the current terms provided by Third-Party AI Provider, data submitted via the API for processing by the Matics AI feature is subject to their zero-retention policy, meaning it is not persistently stored by the provider after processing is complete and is not used to train their general AI models. However, this policy is controlled by the Third-Party AI Provider and is subject to change according to their terms. Once Customer’s request is completed, all related data is promptly deleted from the Third-Party AI Provider’s systems. This ensures Customer’s information remains private and protected from unauthorized access or misuse. Company relies on the Third-Party AI Provider’s representations regarding their data handling practices.
4. Proprietary rights
4.1 Ownership of Proprietary Rights. The Services, including without limitation any underlying data, software, platforms, algorithms, technology, application and website design, any information, services, texts, feedback, files, sound, music, videos, various applications, social graphs, organization, structure, specifications, features and any modifications, enhancements and derivatives thereof and all Intellectual Property Rights related thereto are the property of the Company and/or its respective affiliates which retains all right, title and interest in connection therewith. For purposes of clarity, Company makes no claim with respect to any data, content, photographs, videos or other materials uploaded to the Services by Customer or any of Customer’s Permitted Users. Customer shall retain ownership of all right, title and interest in and to any and all Confidential Information or other data submitted by or for Customer (and/or its Permitted Users) or collected or processed by or for Customer (and/or its Permitted Users) using the Services. No rights are granted to Company other than as expressly set forth herein. Nothing herein shall derogate from or cause to be transferred to Company any property interest in content that is uploaded by Customer or Customer’s Permitted Users into the Services or is generated by the Services for the Customer. For the purpose of this Agreement, “Intellectual Property Rights” means any and all intellectual property rights, whether registered or not, worldwide including, without limitation, all the following: (i) copyrights, including moral rights, registrations and applications for registration thereof; (ii) computer software programs, data and documentation; (iii) patents, patent applications and all related continuations, divisional, reissue, design patents, applications and registrations thereof, certificates of inventions; and (iv) trademarks, trademark applications, domain names, trade secrets and Confidential Information (as defined below).
5. Service Fees
5.1 Customer shall pay to the Company the Service Fees in accordance with the terms of the Purchase Order signed between the Company and the Customer.
5.2 In the event of late undisputed payment detailed within the agreement, Company may assess interest on overdue payments at the rate of one and one half percent (1.5%) per month, or the maximum lesser rate allowed by law, from the due date for payment until payment is received by Company (whether before or after judgment), accruing on a daily basis and compounding monthly, without thereby derogating from other rights and remedies afforded to Company under this Agreement and/or under any applicable law.
6. Term and Termination
6.1 The Term of this Agreement is detailed in the Purchase Order.
6.2 Termination for Cause. In addition to section 4 of the Quotation, either party may terminate this Agreement for cause, effective immediately, upon written notice, if either party should: (1) breach the provisions of sections 2.1.3 and/or 8; (2) admit in writing its inability to pay its debts generally as they become due; (3) make a general assignment for the benefit of creditors; (4) institute proceedings to be adjudicated a voluntary bankrupt or consent to the filing of a petition of bankruptcy against it; (5) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; or (6) have a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee or assignee in bankruptcy or insolvency covering all or substantially all of such party’s property or providing for the liquidation of such party’s property or business affairs, then the other party may terminate this Agreement.
6.3 Effect of Termination. In any event of termination of the Agreement by either party:
6.3.1 All rights granted hereunder shall immediately expire and any and all use and/or exploitation by Customer and/or on its behalf of the Services, and any part thereof, shall immediately cease and expire;
6.3.2 All pending amounts owed to the Company by the Customer shall become immediately due and payable;
6.3.3 Each party shall return or destroy, at other party’s option all copies of Confidential Information received from such other party, pursuant to Section 9 below, unless a party is compelled to keep such Confidential Information post expiry or termination of the Agreement, which ever is later based on applicable law, any supervisory or regulatory authority or are subject to the rules of a recognized stock exchange, or pursuant to its’ automated backup archival process; and
6.3.4 Provisions contained in the Agreement that are expressed or by their sense and context are intended to survive the termination of the Agreement shall so survive the termination, including without limitation 4 through 11 (inclusive).
7. Data collection
7.1 The Parties agree that the information collected through the Services and/or the Services regarding the Customer’s business belongs to Customer. However, during the Term only, Company may collect, use and publish Anonymous Information (as defined below), and disclose it to third parties, for improvement, publishing, optimizing and marketing of the Services. “Anonymous Information” means information concerning the use of the Services which does not allow identification of an individual, such as aggregated information and analysis on the patterns of use of the Services. Company is the owner of all the Anonymous Information collected or received using the Services, all in accordance with the terms of the Agreement.
7.2 In order to protect all data gathered through the Services (including, without limitation, the Submitted Materials), Company provides appropriate digital security measures consistent with industry standards, applicable by law. It’s clarified that the data collected is stored on a suitable cloud storage by a third party cloud storage provider and subject to the terms and use of such digital storage, its availability and responsibilities.
7.3 Notwithstanding Section 7.2 above, Customer is solely responsible for the security of any information stored on its own digital storage and shall take appropriate measures to maintain a commercially reasonable level of security to protect all data collected thought the Services and stored on its Devices and/or other devices used by Customer.
7.4 Data Security Breaches. Company shall use reasonable efforts to prevent any actual or suspected (a) unauthorized access or misuse of the Submitted Materials and/or Customer Confidential Information; or (b) acts or omissions that threaten the security, confidentiality, or integrity of Submitted Materials and/or Customer Confidential Information.
7.5 Data Processing for Matics AI
7.5.1 Customer acknowledges and agrees that to provide the Matics AI feature, Company transmits Customer Input, and potentially relevant excerpts or context derived from Submitted Materials necessary to process the query, to the designated Third-Party AI Provider via their API. The processing of such data by the Third-Party AI Provider is necessary for the functioning of the Matics AI feature.
7.5.2 Customer acknowledges that the Third-Party AI Provider acts as a sub-processor for the specific purpose of processing Submitted Materials and generating output. Customer authorizes Company to engage the designated Third-Party AI Provider for this purpose. The use of the Third-Party AI Provider as a sub-processor shall be subject to the terms of the Data Processing Addendum between Company and Customer, if applicable.
8. WARRANTY
8.1 Warranty Obligation. The Company represents and warrants solely to Customer that the Services will be free from material defects in materials and workmanship, when given normal, proper and intended usage.
8.2 Limited Warranty. The Company represents and warrants to Customer that (i) during the term of each applicable Purchase Order, the Services will substantially conform to the specifications as set forth in such Purchase Order; and (ii) any support or professional services performed by or on behalf of the Company under the Agreement, if any, will be performed in a professional and workmanlike manner and by personnel that has the necessary skills, training and background to perform such services.
8.3 Disclaimer. EXCEPT FOR THE WARRANTIES STATED IN THIS SECTION 8 THE SERVICES, ARE PROVIDED “AS IS” WITHOUT ADDITIONAL WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. IN PARTICULAR, THE COMPANY DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED, CONTAMINANT-FREE OR ERROR-FREE, THAT SERVICES AVAILABILITY BE MAINTAINED, THAT ANY ERROR, BUG OR PROBLEM BE RESOLVED OR THAT THEY WILL MEET THE CUSTOMER’S REQUIREMENTS.THE COMPANY DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF USE, OF THE SERVICES IN TERMS OF CORRECTNESS, ACCURACY, COMPLETENESS, OR RELIABILITY, CURRENTNESS, OR OTHERWISE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUSTOMER ACKNOWLEDGES AND AGREES THAT: (A) THE TEXT, DATA, INFORMATION, OR OTHER CONTENT GENERATED AND RETURNED BY THE MATICS AI FEATURE IN RESPONSE TO CUSTOMER INPUT IS PRODUCED BY AN ARTIFICIAL INTELLIGENCE MODEL AND MAY CONTAIN INACCURACIES, ERRORS, OMISSIONS, OR BIASED INFORMATION. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, SUITABILITY, OR VALIDITY OF ANY GENERATED OUTPUT; (B) CUSTOMER MUST INDEPENDENTLY EVALUATE AND VERIFY ALL GENERATED OUTPUT. CUSTOMER’S USE OF AND RELIANCE ON THE AI FEATURE AND GENERATED OUTPUT IS SOLELY AT CUSTOMER’S OWN RISK. GENERATED OUTPUT IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OR INDEPENDENT ANALYSIS; (C) COMPANY EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE GENERATED OUTPUT WILL MEET CUSTOMER’S REQUIREMENTS OR BE FIT FOR ANY PARTICULAR PURPOSE.
THE COMPANY MAKES NO OTHER WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8.4 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICES INCLUDING THE MATICS AI FEATURE OR RELIANCE ON ITS GENERATED OUTPUT), THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THE AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF COMPANY, AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL COMPANY OR ITS SUPPLIERS (INCLUDING THE THIRD-PARTY AI PROVIDER) BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO CUSTOMER’S USE OF, OR INABILITY TO USE, THE MATICS AI FEATURE, OR CUSTOMER’S RELIANCE ON ANY GENERATED OUTPUT, INCLUDING BUT NOT LIMITED TO DAMAGES RESULTING FROM INACCURACIES, ERRORS, OR OMISSIONS IN SUCH GENERATED OUTPUT.
TO THE FULLEST EXTENT PERMITTED BY LAW, AND OTHER THAN IN THE EVENT OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR FOR ITS INDEMNIFICATION OBLIGATIONS HEREUNDER, EACH PARTY’S AGGREGATE LIABILITY UNDER ANY CLAIMS ARISING OUT OF THE AGREEMENT SHALL NOT EXCEED THE SERVICES FESS PAID BY CUSTOMER TO THE COMPANY DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
9. INDEMNITY
9.1 The Company will defend Customer from and against any claim by a third party against Customer to the extent the claim is based on an allegation that the Services provided by the Company infringes upon, or misappropriates, any Intellectual Property Rights of a third party (“Infringement Claim”), and shall indemnify Customer against all liabilities, damages, costs (including settlement costs and reasonable attorneys’ fees) finally awarded by a competent court, arbitrator/s, or in a settlement, as a result of such claim by a third party; provided that (i) Customer has notified The Company promptly in writing of such claim; (ii) Customer has provided The Company with the authority to control and handle the claim including the defense and settlement of such claim; and (iii) Customer provides to The Company all information and assistance (at the Company’s expense) as may be required for that purpose. In the event that the Services or any part thereof is likely to, in The Company’s sole opinion, or does become the subject of an Infringement Claim, The Company may, at its option and expense: (i) procure for Customer the right to continue using the Services (including the allegedly infringing portion/item); (ii) substitute a functionally equivalent non-infringing replacement for such allegedly infringing portion of the Services or otherwise modify it to make it non-infringing and functionally equivalent; or (iii) terminate the Agreement and any outstanding Purchase Order and refund to Customer fees paid to the Company for the infringing items in an amount prorated to reflect the period of time between the date Customer was unable to use the Services due to such Infringement Claim and the remaining days in the current subscription term.
9.2 Notwithstanding anything to the contrary herein, in no event will the Company have any obligation or liability under Section 9.1 arising from: (i) use of any Services in a modified form or in combination with materials or devices not furnished or approved by the Company; (ii) any Submitted Materials; (iii) any failure by Customer to comply with Customer’s responsibilities under the Agreement; (iv) use of any older version of the Services when use of a newer version made available by the Company would have avoided the alleged infringement or (v) use by the Company of any equipment provided by Customer and per Customer’s instructions, for the provision of any support or professional services. Without derogating from the provisions of Section 8.4 above, Section 9.1 sets forth the exclusive and entire remedy of Customer with respect to any Infringement Claims.
10. CONFIDENTIAL INFORMATION
10.1 The Company and Customer may disclose to each other certain Confidential Information (defined below). The Company and Customer agree that the Confidential Information is the sole and exclusive property of the disclosing party and that the disclosing party owns all world-wide rights therein under patent, copyright, trade secret, confidential information, or other proprietary rights. The Company and Customer shall hold in confidence and will not, directly or indirectly, use, reproduce, distribute, reverse engineer, decompile, transfer, or disclose the Confidential Information or any portion thereof, except as expressly permitted hereunder.
10.2 As used herein, “Confidential Information” means any non-public information and data disclosed by a disclosing party to the receiving Party in any form which is by its nature confidential or proprietary or would be considered by a reasonable person in light of its nature or circumstances surrounding its disclosure to be confidential, other than data governed by Section 7 of these Terms of Service. Confidential Information shall include but is not limited to, technological information such as know-how, software, data, programs, inventions, ideas, processes, formulas, developments, designs, materials, business information such as marketing and selling, budgets, prices, and costs, information about the disclosing party’s employees, affiliates, suppliers and customers, and trade secrets and (i) any material prepared by the disclosing party, which contain any portion of the Confidential Information; (ii) information disclosed to the receiving party by third parties on behalf of the disclosing party. Confidential Information does not include information that is: (i) public knowledge at the time of disclosure or thereafter becomes generally known other than through an act of breach or negligence by the receiving party; (ii) already known by the receiving party prior to its receipt from the disclosing party; (iii) independently developed at any time by the receiving party without the use of or reference to Confidential Information; (iv) rightfully obtained by the receiving party from other unrestricted sources.
10.3 The receiving party shall: (a) not disclose Confidential Information to any third party, without the disclosing party’s prior written consent, except as may be required by law; (b) use Confidential Information solely as permitted hereunder; and (c) use the same degree of care that the receiving party takes to protect its own confidential information, but in no event less than reasonable care. In the event the receiving party is required by law to disclose certain Confidential Information to a third party, the receiving party shall give the disclosing party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party’s cost, if the disclosing party wishes to contest the disclosure.
11. MISCELLANEOUS PROVISIONS
11.1 Publicity. During the term of the Agreement, the Company may use Customer’s name and logo on its website and in any marketing or promotional materials. The parties shall issue a joint press release, the contents of which shall be mutually agreed upon, announcing the relationship initiated hereunder all for the sole purpose of referring to the Customer as a user of the Services.
11.2 Entire Agreement. These Terms of Service together with the Agreement and its appendices referred to herein set forth the entire and complete agreement between the parties hereto relating to the subject matter hereof and supersedes any prior written or oral agreement or understandings between the parties with respect to the subject matter hereof. The Company reserves the right to modify or otherwise update these Terms of Service at any time. In the event the changes in these Terms of Service adversely or unlawfully change the material rights of the Customer, Customer will have the right to reasonably object to such change. Customer’s continued use of the Services after any change to these Terms of Service becomes effective shall be a deemed acceptance of such changes. Customer may at any time review the most current version of these Terms of Service at: https://matics.live/saas-agreement/
11.3 Assignment. Neither party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld. Such consent shall not, however, be required, in connection with an assignment to a successor in interest in connection with any merger, consolidation, reorganization or restructuring, or the sale of substantially all of a party’s assets, provided that Customer may not so assign to a competitor of the Company without the Company’s prior written consent. Upon a permitted assignment as above, the assignor shall transfer its rights, obligations, liabilities and performance under this Agreement to the assignee, and the assignor shall then be relieved from liability for any failure by the assignee to perform its obligations under the Agreement. Upon a prior 14-day written notice, The Company may assign this Agreement to any of its affiliates, if required due to a regulatory or tax requirement.
11.4 Independent Contractors. Nothing in this Agreement shall be construed to create a joint venture, partnership or other joint relationship between Customer and the Company. Neither party shall have the ability to incur any obligation on behalf of the other party.
11.5 Governing Law. This Agreement and its validity, construction and performance shall be governed in all respects by the laws of the State of Israel, without regard to its rules governing conflict of laws. The parties hereby irrevocably submit to the exclusive jurisdiction of the competent courts of Tel Aviv, Israel. This section 10.5 shall survive the termination or expiration of this Agreement
