The following are the Terms and Conditions for the use of the Company’s solution for converting micro digital actions into real world environmental impact using a real time certificate generation API and other services which may be offered and provided by Dots Eco Ltd. (respectively, “Company” and the “Service”).
- Registration, User Account, Password and Security
- The individual (the “User”) responsible for executing the Ordering Form and implementing the Service (the “Account”) does this on behalf of his/her organization (the “Customer”). In order to use the Service, the User must provide truthful, accurate, and current information about himself/herself, including such User’s email address at the Customer’s domain (it is prohibited to use User’s personal email), as well as additional set-up information (“Registration Data”). The User must maintain and update the Registration Data so that it remains at all times accurate, current and complete.
As part of the Account set-up and registration process, the User (on behalf of the Customer) will choose a username and a password. The User and the Customer will be responsible for maintaining the confidentiality of the User’s credentials, and agree not to transfer the use of, or access to, the Service to any third party. The Customer will indemnify Company and the Related Parties (as defined below) from and against any and all Damages (as defined below) that are based on or arise directly or indirectly out of or from any use of, or access to, the Service to any third party.
The User will set up the Service in accordance with the Company’s written instructions and with the Company’s reasonable assistance.
The Customer is fully and solely responsible for any and all activities that occur through the Account. Company cannot and will not be liable for any loss and/or damage resulting from the Customer’s failure to comply with this security obligation. The Customer agrees to immediately notify Company of any unauthorized use of any User’s credentials or the Account or any other breach of security, and to simultaneously make sure that any User resets his/her password and will cooperate with Company with respect to any investigation of any suspected or alleged violation of these Terms. Company may suspend or terminate any User’s access to the Service in the event that it determines that such User has violated these Terms.
Customer may permit its employees to use the Service on behalf of Customer subject to these Terms (the term User as used herein shall apply, mutatis mutandis, to all such Users acting on behalf of the Customer), provided that: (a) Customer remains responsible for compliance with these Terms by all such Users, and (b) use of the Service by any such User is for the sole benefit of Customer. Customer will ensure that all such Users keep Security Credentials strictly confidential.
- The User accepting these Terms on behalf of the Customer hereby represents and warrants that he/she has the authority to bind the Customer. IF THE USER DOES NOT HAVE THE AUTHORITY TO BIND THE CUSTOMER, THE USER WILL INDEMNIFY, DEFEND AND HOLD COMPANY AND ITS RELATED PARTIES HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES THAT ARE BASED ON OR ARISE DIRECTLY OR INDIRECTLY OUT OF OR FROM THE USE OF THE SERVICE BY THE USER ON BEHALF OF THE CUSTOMER.
- License to the Service
- Non-Exclusive License. Subject to and conditioned upon Customer acceptance of these Terms and Customer ongoing compliance with these Terms, Company grants the Customer a non-exclusive, non-transferable, non-sublicensable, limited license to install, access and use the Service, solely for the Customer’s own business use, and in strict compliance with these Terms. The license granted herein shall also include the right to use the Service’s documentation, and such documentation shall be included in the definition of “Service” for the purpose of these Terms.
- Changes in the Service. Company makes continuous efforts to constantly improve the Service for the benefit of its customers. Therefore, Company may make changes to the Service from time to time, including removing any feature or functionality of the Service. Company will use its reasonable efforts to provide the Customer with a reasonable notice (which may be provided via a notice in Company’s website) prior to any material change in the Service.
- Restrictions. The Customer will not, nor will Customer allow any third party to: (a) copy, modify, adapt, translate or otherwise create derivative works of the Service; (b) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Service; (c) rent, lease, sell, sublicense, assign or otherwise transfer rights in or to the Service; (d) remove any proprietary notices or labels from the Service; (e) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service; (f) develop any other product or service containing any of the concepts and ideas contained in the Service or use the Service for the purpose of building a similar or competitive product; (g) test the Service or use the Service in connection with any benchmark tests, evaluation, or any other tests of which the results are designated or likely to be published in any form or media, or otherwise made available to the public, without Company’s prior written approval; (h) directly or indirectly take any action to contest Company’s intellectual property rights or infringe them in any way; (i) make the Service available for timesharing, application service provider or service bureau use; and (j) remove, obscure, or alter any notice of copyright, Company’s Marks (as such term is defined below), or other proprietary right appearing in or on any item included with the Service.
- Mutual Representations
- Each party has the full power, legal capacity, and authority to enter into, deliver and fully perform its respective obligations set forth in these Terms; and
- The execution or performance of these Terms will not result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation or law to which such party is bound.
- Customer’s Representations
The Customer represents and warrants that:
- It will not use the Service for any illegal or unauthorized purpose or infringe or promote the infringement of any intellectual, proprietary or other right of any party, and the Customer will comply with all applicable laws and regulations (including, but not limited to, all applicable copyright and privacy laws) in the Customer’s use of and access to the Service.
- The Services will not be used in conjunction with any Customer service or website which displays, promotes of condones immoral activity, illegal, harmful, fraudulent or offensive activities or content, including, without limitation, fracking, ponzi and pyramid schemes, phishing, misappropriation of the intellectual property of others, or content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable.
- The Customer is the owner of, or has the required rights in all of the environments, servers, systems, and cloud accounts which the Customer lists under the Account(s), and the Customer is solely responsible for any and all activities that relate to such environments, servers, systems, and cloud accounts, other than activities performed due to Company’s acts, software and Services.
- In the event that the Customer’s environments, servers, systems or cloud account(s) contain any personal information (as may be considered as such by any applicable law), the Customer represents and warrants that the Customer holds and maintains such personal information in compliance with any and all applicable laws, and that the Customer is allowed to use the Service in connection with such personal information.
- Customer acknowledges that the Company’s ecological impact is carried out through third party providers, which may or may not be for-profit organizations, and that Company’s obligations taken hereunder to carry out such ecological impact are conditioned upon actual receipt of funds from the Customer in accordance with these Terms.
- Customer shall not present the payments made under the Ordering Document or any subsequent agreement with the Company to be made for charity or as donations, and shall be solely responsible for any false or misleading notices or statements provided by the Customer to its end users. Customer undertakes not to misrepresent the specific impacts carried out through this engagement in any communications with its end users.
- The Service shall issue to the end users of the Customer certain certificates evidencing the achievement of Impact Types, or on a timed basis as shall be decided by the Customer.
- It is hereby agreed and clarified that actual payment by the Company to the cause specified in the certificate shall remain subject to actual receipt of funds in accordance with the Customer’s obligations under this Agreement.
- The Certificate shall remain online and accessible by the Customer and the Customer’s end user until the earlier of (i) the termination of the Customer’s use of the Service, for any reason whatsoever; (ii) 12 months after its initial issuance.
- Intellectual Property Rights; Customer’s Content
- Company’s Intellectual Property Rights
- The Service (and any and all improvements enhancements, corrections, modifications, alterations, revisions, extensions and updates and derivative works thereof) and all of the intellectual property rights therein (including Company’s Marks) are, and shall remain, Company exclusive property, including but not limited to, any modifications or custom features to the Service to be developed by Company for the Customer’s benefit, whether requested or instructed by the Customer or not, even if the Customer has paid for such modifications, except if Company and the Customer have a separate written agreement that specifically states otherwise and references this Section. These Terms do not convey to Customer any interest in or to the Service other than a limited right to use the Service in accordance with the Terms contained herein. Nothing herein constitutes a waiver of Company’s intellectual property rights under any law. Company reserves all rights not expressly granted herein to the Services.
Any error and bug reports, additional features, ideas, requests, feedbacks, recommendations, comments, concepts and other requests or suggestions related to the Service (collectively “Ideas”) that the Customer may provide to Company, will be solely owned by Company. Customer shall be solely responsible for abstaining from providing any Ideas which include any of Customer’s confidential information, intellectual property, personal identifiable information, or any other information that identifies Customer as the source of the Ideas. Insofar as Customer does transfer Ideas which include any of the foregoing, the Customer hereby irrevocably assigns and transfers any intellectual property rights in such Ideas to Company, free of charge, waives any and all moral rights that Customer may have, and releases Company from any obligation of confidentiality with respect thereto.
All of Company’s trademarks, including but not limited to any service marks, logos, domain names, copyrights and other proprietary rights associated with Company and the Service, whether registered or non-registered, shall be collectively be referred to as “Company’s Marks”. The Customer agrees not to directly or indirectly (and not to allow any third party to): (a) use Company’s Marks for any purpose (other than as detailed hereunder) without Company’s express written consent; and (b) register, attempt to register, or assist anyone else to register any Company’s Marks or marks confusingly similar thereto.
- Customer’s Content
- By registering to the Service, the Customer hereby grants Company the right to use, access, copy, adjust and reproduce all of the Customer’s content transmitted by the Customer via the Service (“Customer Content”) solely as part of the provision of the Service to the Customer. Company will not disclose or publish any Customer Content, except anonymized KPI statistics, without the Customers prior written consent. Company does not claim ownership or any copyright in Customer Content. The Company may, by the mutual consent of the parties (which consent will not be unreasonably withheld) use the Customer’s statistics and KPI’s as a case study for its marketing purposes.
- The Customer authorizes Company to use the Customer’s name, logo and other applicable trademarks, as well as the anonymized KPI statistics, at any time, for the purpose of referencing the Customer as a customer of the Service or in other promotional marketing materials. If the Customer does not wish to be referenced, the Customer may contact Company at email@example.com.
- Whereas only the Customer (and not Company) has control over its environments, systems, services and cloud accounts as well as of the set-up and configuration of the Service, the Customer shall bear the sole responsibility of complying with all applicable privacy and export control laws and regulations in respect to the Customer Content.
- The Customer hereby agrees that Company shall not be responsible for any costs and/or expenses with respect to the Customer’s systems, servers and cloud accounts, and all such costs and/or expenses shall be borne solely by the Customer.
- Each party agrees that it will not disclose to any third party or use any Confidential Information disclosed to it by the other party, except to carry out its rights and obligations under these Terms, and that it will take all reasonable measures to maintain the confidentiality of all other party’s Confidential Information in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.
“Confidential Information” shall mean any non-public information of either party, including but not limited to, all computer software (in binary or source code form), programs, designs, concepts, scientific, algorithmic and structural information included in, or related to, the Service, information of a business and commercial nature (such as financial and marketing information disclosed in any form or medium whatsoever). Confidential Information includes, but is not limited to, all information designated by either party as confidential or proprietary within a reasonable time of its disclosure or which a reasonable person would expect to be treated as confidential. “Confidential Information” will not include information that (a) is in or enters the public domain without breach of this Section; (b) is lawfully obtained by the receiving party from a third party without breach of a nondisclosure obligation; (c) is already in the possession of the receiving party as shown by its dated written records; (d) is required by law to be disclosed, provided that the receiving party gives prompt written notice of such requirement prior to disclosure, and reasonably assists the disclosing party in avoiding or limiting such disclosure, all subject to applicable law; or (e) is independently developed by the receiving party without use of the disclosing party’s confidential information.
- The receiving party acknowledges that the disclosure of Confidential Information could cause substantial harm to disclosing party that could not be remedied by the payment of damages alone. Accordingly, disclosing party will be entitled to preliminary and permanent injunctive relief and other equitable relief in any relevant jurisdiction for any breach of this Section 5 or misuse of Confidential Information by the receiving party.
- In the event that the Customer wishes to issue a public release with respect to its ecological impact, such statement shall be submitted to the Company in writing at least 7 days before its publication. The release may only be published if no objection is received by the Customer within said 7 days.
- Upon termination of these Terms, each party will immediately return to the other party or destroy all copies of the other party’s Confidential Information in its possession or control, except for copies stored in backups, which shall continue to stay confidential.
- Ordering Document; Fees; Taxes
- Ordering Document
- For the purposes of these Terms, the term “Ordering Document” shall mean the Purchase Order form to which these Terms are attached.
- Any mutually agreed upon Ordering Document shall be deemed an integral part of these Terms, and these Terms shall apply thereto. In the event of a conflict between these Terms and the applicable Ordering Document, the terms of the applicable Ordering Document shall prevail solely if (a) the applicable Ordering Document expressly identifies and supersedes or modifies a specific provision in these Terms; and (b) the applicable Ordering Document is signed by an authorized signatory of both parties.
- The type and scope of the Service will be as set forth in the Ordering Document. Such Ordering Document shall include at least the following information: (a) Customer name; (b) the Fees and the payment terms; (c) subscription term; and (d) any other details to be agreed upon by the parties.
- Company is not obligated to accept any Ordering Document for any reason or for no reason.
- Access and use of the Service is conditioned on payment by the Customer to Company of the fees specified in the Ordering Document to which these Terms are attached (the “Fees”). Unless otherwise explicitly detailed in these Terms, all amounts owed to Company are non-cancellable and the Fees paid are non-refundable.
- Company will invoice for the Service as set forth in the applicable Ordering Document, and each invoice will be paid via bank wires, checks, or other methods made available by Company, in US dollars, within fifteen (15) days from the date of the invoice. Any undisputed Fees unpaid by the due date shall thereafter bear interest at the rate of one percent (1%) per month (or the maximum amount permitted by applicable law, whichever is less), during the period between the date the payment first becomes due and the date such amount is actually paid.
- Company may use various billing service providers. When using such provider’s services, the Customer agrees to follow and comply with the policies of such provider.
- Company reserves the right to change its fees at any time, and Customer shall be informed of such changes via email prior to such changes (“Notification”). Should Customer not agree to the price changes, Customer’s sole remedy shall be to contact Company directly and to request non-renewal of its use of the Services prior to the effective date of the price changes as shall be detailed in the Notification.
- Taxes. All Fees payable hereunder, do not include local, state, or federal sales, use, excise, personal property, VAT or other taxes, customs and duties, including, without limitation, any withholding tax. Any such taxes, to the extent legally applicable, excluding taxes based on Company’s net income, shall be borne and paid by the Customer. The Customer will pay all applicable taxes when invoiced by Company or will supply appropriate tax exemption certificates in a form satisfactory to Company. In cases wherein the Customer is legally required to withhold any income or remittance tax from amounts payable to Company, then (a) the Customer will promptly notify Company; (b) the amounts payable to Company will be automatically increased to the full extent required to offset such tax, so that the amount remitted to Company, net of all taxes, equals the amount stated in the invoice; and (c) the Customer will provide Company with the official receipt of payment of such taxes to the appropriate taxing authority.
- Term and Termination; Consequences of Termination
- Term and Termination
- Term of these Terms. These Terms will enter into effect upon the execution date of the Ordering Document by both parties, and shall remain in effect for an indefinite period of time so long as the Customer uses the Service, unless terminated in accordance to the termination terms specified hereunder or by a mutual agreement of both parties.
- Company may terminate these Terms and the licenses granted hereunder for convenience, at any time, by providing Customer with thirty (30) days prior written notice. In such case Company shall refund Customer with the pre-paid fees paid to Company with respect to the un-utilized term.
- The Customer may cease using the Service at any time, provided however, that upon any such termination of the Service, the Customer will not be entitled to any refund of Fees previously paid, and such termination of the Service will not release the Customer from its obligation to pay all Fees, and such Fees will be immediately due and payable in full.
- Company may terminate these Terms and the licenses granted hereunder, in any case of a material breach by the Customer (including non-payment of Fees) of these Terms and/or any applicable law, which has not been cured by the Customer within fourteen (14) days following a written notice thereof from Company. In respect to any free of charge licenses, such as trial licenses, Company may terminate the license and these Terms at any time by providing the Customer with a seven (7) day prior notice.
- Consequences of Termination
Upon any termination of a license to use the Service, the following shall apply:
- All rights granted to the Customer under the applicable license shall immediately be terminated.
- Customer shall immediately delete software elements off the Customer’s environments, servers, systems, and cloud accounts, including all of Company’s Confidential Information and any other intellectual property of Company made available to it in connection with these Terms, and shall make no further use of same.
- If the license terminated was the last license used by the Customer, then Company may suspend or delete the respective Account(s).
- The expiration or termination of the license or these Terms shall not relieve the Customer of any obligation intended to survive under these Terms, including but not limited to, Sections 1.1, 1.3, 4.1, 5, 6.2, 7.2, 8, 9, 10, 11, and 12.
- Audit Rights.
- Company reserves the right, and Customer hereby grants the Company with a right, to inspect (either by personnel of the Company or by any third party acting on Company’s behalf) the Customer’s records and code, as necessary to verify compliance with these Terms, including, without limitation, Section 7.2 above, and Customer shall make its records and systems directly related to its use of the Service available for such inspection, copy and audit, on reasonable notice of not less than 5 (five) business days, during normal business hours throughout the term of these Terms and for 2 (two) year thereafter, or as otherwise required by applicable laws and/or regulations. Company shall not conduct more than one (1) audit in a twelve (12) month period. Customer shall fully cooperate with Company and/or any auditor inspection and audit.
- Customer shall maintain for at least two (2) years after termination of the license its records, contracts and accounts relating to the use and implementation of the Service, and shall permit examination thereof by authorized representatives of the Company at all reasonable times.
The Customer hereby agrees to indemnify, defend and hold Company and its directors, employees, service providers, agents, sub-contractors, representatives, and anyone on Company’s behalf (the “Related Parties”) harmless from and against any and all claims, including related judgments, awards, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) and other expenses (collectively “Damages”) that are based on or arise directly or indirectly out of or from (a) Customer breach of these Terms; (b) any misuse of the Account(s) by the Customer and any third party on the Customer’s behalf; (c) any breach of the Customer’s representations and warranties set forth herein; and (d) Customer or Customer employees’ or personnel’s negligence or willful misconduct.
- Disclaimer of Warranties
- EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE CUSTOMER UNDERSTANDS AND AGREES THAT THE SERVICE AND ANY RELATED SERVICES PROVIDED TO THE CUSTOMER ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY AND ITS RELATED PARTIES DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
- COMPANY AND ITS RELATED PARTIES DO NOT WARRANT: (A) THAT THE SERVICE AND ANY RELATED SERVICES PROVIDED TO THE CUSTOMER WILL MEET CUSTOMER REQUIREMENTS OR EXPECTATIONS; (B) THAT THE CUSTOMER’S USE OF THE SERVICE AND ANY RELATED SERVICES PROVIDED TO THE CUSTOMER WILL BE UNINTERRUPTED; OR (C) THAT DEFECTS, IF ANY, WILL BE CORRECTED.
- The foregoing exclusions and disclaimers are an essential part of these Terms and formed the basis for determining the price charged for the Service and any related services. Some states do not allow exclusion of an implied warranty, so this disclaimer may not apply to the Customer.
- Company’s Service and software contain third-party proprietary software programs, including, but not limited to, open source components. Open source components are provided AS IS, without any warranty, express or implied, and in accordance with their respective license terms. In any event of a conflict between any open source license and the terms of this Agreement, then the open source license terms shall prevail, but solely in connection with such open source software. A list of such open source components (may be updated from time to time by the Company) can be provided upon request from the Company.
- Company’s Website may provide hyperlinks to other websites or resources. Because Company has no control over such sites and resources, the Customer acknowledges and agrees that Company shall not be responsible for the availability of such sites or resources, nor shall Company be responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. When the Customer accesses these third-party sites, Customer does so at the Customer’s own risk, and Customer should refer to each such website’s individual “Terms of Service” and not rely on these Terms in any way.
- Limitation of Liability
- COMPANY, AND ITS RELATED PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, LOST PROFITS OR OTHER INTANGIBLE LOSSES), UNDER ANY THEORY OF LAW INCLUDING UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY, BREACH OF ANY STATUTORY DUTY, OR OTHERWISE ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICE AND ANY RELATED SERVICES PROVIDED TO CUSTOMER (EVEN IF Company OR ITS RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE).
Some jurisdictions may not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above may not apply to the Customer. In such jurisdictions, liability is limited to the fullest extent permitted by law.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY’S AND ITS RELATED PARTIES’ TOTAL AGGREGATE LIABILITY TO CUSTOMER OR ANY OTHER PARTY FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED US$1,000.
- The Customer agrees that regardless of any statute or law to the contrary, any claim or cause of action it may have arising out of or related to use of the Service or otherwise under these Terms must be filed within two (2) years after such claim or cause of action arose or the Customer hereby agrees to be forever barred from bringing such claims.
- These Terms shall not confer any rights or remedies upon any person or entity on behalf of the Customer other than the Customer.
- No waiver by either party of any default shall be deemed a waiver of any prior or subsequent default of the same or other provisions of these Terms, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
- If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from these Terms.
- Company may freely assign its rights and responsibilities hereunder without notice to the Customer. These Terms are not assignable, transferable or sublicensable by the Customer except with Company’s prior written consent.
- These Terms constitute the entire understanding between the Customer and Company, and revoke and supersede all prior agreements between the parties, and are intended as a final expression of the parties’ agreement.
- Any heading, caption or section title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.
- These Terms may be amended by a written document, specifically referencing the clauses contained in these Terms, executed by both Parties.
- All disputes arising out of this Agreement will be subject to the governing law of State of Israel, and the exclusive jurisdiction of the competent courts located in the city of Tel Aviv – Jaffa.
- The parties agree and submit to the personal and exclusive jurisdiction and venue of these courts, except that nothing will prohibit either party from instituting an action in any court of competent jurisdiction to obtain injunctive relief or protect or enforce its intellectual property rights. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.
- Notices and all other communications provided for in these Terms shall be in writing and shall be deemed to have been duly given when personally delivered or sent by email (firstname.lastname@example.org if to Company, and the email provided by the Customer as part of the Registration Data if to the Customer), provided that the recipient confirmed the receipt of such notice, or certified mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the respective Ordering Document or last given by each party to the other. Such notice, demand or other communication shall be deemed given (a) if sent by an email – upon receipt of confirmation as set forth above; (b) at the expiration of seven (7) days from the date of mailing by registered mail; or (c) immediately if delivered by hand.