The following are the terms and conditions that apply to your use of the Services (as defined below) offered and provided by Panax Tech Ltd., a company incorporated under the laws of the State of Israel and any of its affiliates (“Panax”).
Panax offers innovative solutions for cash flow management. When an individual or entity who accesses the Service in any capacity (“User”) use Panax, and register an account, such User gains access to tools that can help the User track, monitor, and optimize the User’s businesses’ cash flow, operations and performances (and collectively the “Service”).
User’s use of, and access to, the Service and any of Panax’s products and services are conditioned upon User’s acceptance, without any modification, of the terms of use set forth herein, including the terms of the Privacy Policy which are incorporated herein by reference (and together, the "Terms").
The Terms herein govern the access to, and use of, the Service and constitute a binding legal agreement between the User and Panax.
These Terms apply regardless of how the User accesses the Service, including any technologies or devices by which Panax makes the Service available. By accepting these terms and or using the Service, the User hereby waives any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.
Any User that accepts or agrees to these Terms on behalf of a corporation or any other legal entity (the "Legal Entity"), represents and warrants that it has the authority to bind that certain Legal Entity to these Terms which shall apply to that certain Legal Entity.
Panax and the User may each be referred to herein as a “Party” and collectively as the “Parties”.
1.1. During the Term (as defined below) and subject to the terms and conditions hereof, Panax grants User a limited, non-exclusive, non-transferrable, non-sublicensable, revocable right to access the Panax Technology, and its future SAAS platform (the "Platform"). In connection therewith, the User shall provide Panax with access to certain content, and Panax may use such content solely for the purpose of this Agreement, including improvement of the Panax Technology and Platform.
1.2. The User and anyone on its behalf shall not: (i) reverse-engineer any of the Panax Technology; or (ii) disable, prevent, disrupt or interfere in any manner with the operation of the Platform; or (iii) use the Panax Technology or Platform, in connection with any commercial endeavors in any manner, except as expressly permitted herein.
3.1. Panax represents and warrants that: (i) it has full power and authority to execute this Agreement; (ii) it has the requisite rights in the Panax Technology and Platform to provide the User with the services hereunder; (iii) Panax complies with industry standard practices to ensure that the Platform contains no viruses technological means intended to disrupt, damage or interfere with the use of computers or related systems; and (iv) it shall at all times comply with applicable law and this Agreement in connection with its performance of this Agreement.
3.2. User represents and warrants that: (i) it has full power and authority to execute this Agreement; (ii) it has the requisite rights to provide any materials, data and/or content which may be provided to Panax with access or that may be uploaded to the Platform ("User Content"); (iii) all User Content does not and shall not infringe any third party rights, including without limitation privacy rights, publicity rights, trademark, copyrights and other intellectual property rights; (iv) it shall at all times comply with applicable law and this Agreement in connection with its with its performance of this Agreement.
3.3. User will not, nor will it allow anyone acting on its behalf, or other 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 generating 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 Panax prior written approval; (h) directly or indirectly take any action to contest Panax’s intellectual property rights or infringe them in any way; (i) make the Service available for timesharing, service bureau or application service provider; (j) remove, obscure, or alter any notice of copyright, Panax’s Marks (as such term is defined below), or other proprietary right appearing in or on any item included with the Service; (k) allow any third party to have access to the Service without Panax’s prior written consent.
3.4. User acknowledges and agrees that the Service is not intended to replace financial advice, and agrees and acknowledges that the Service is not intended to be used as the sole basis for any decision.
4.1. Panax, or as the case may be, its licensors, own and shall at all times retain all right, title, and interest in and to the Panax Technology and Platform, including all know-how, components, materials, software and technical innovations that provide the Platform, as well as in all modifications, enhancements, and updates thereto, all intellectual property rights, and the trademarks, service marks, and logos contained therein, including if such modifications, enhancements, and updates are made in response to Feedback (as defined below). Nothing in this Agreement shall be interpreted to provide User with any rights in the Panax Technology or the Platform except the limited rights set forth in Section 1. Nothing in this Agreement shall restrict Panax’s right to use, profit from, disclose, publish, keep secret or otherwise exploit Feedback, including, without limitation, to develop and improve the Platform, without compensating or crediting the User.
4.2. User owns and shall at all times retain all right, title and interest in and to the User Content, including all know-how, components and materials, as well as in all modifications, enhancements, and updates thereto, all intellectual property rights, and the trademarks, service marks, and logos contained therein.
4.3. All trademarks are (registered) trademarks of their respective owners. Without derogating from Panax’s right to exploit the Feedback as set forth in Section 4 above, nothing in this Agreement shall be interpreted to provide Panax with any rights in the User Content except the limited rights with respect as set forth in Section 3.2.
4.4. Any error and bug reports, additional features, ideas, requests, feedbacks, recommendations, comments, concepts and other requests or suggestions related to the Service (collectively, the “Feedback”) that the User may provide to Panax, will be solely owned by Panax. User hereby irrevocably assigns and transfers any intellectual property rights in such Ideas to Panax, free of charge.
5.1. Panax may incorporate other websites, resources and services provided by third parties via the Service (such incorporated services, together with the account linkage between the Service and any of the User’s accounts with a financial establishment, shall be referred to herein as the “Third-Party Services”). Such Third-Party Services are provided for the User’s convenience only. If the User decides to use or access Third-Party Services through the Service, such activity and use on the Third-Party Services is governed by that service provider’s policies, not by those of Panax.
5.2. One such particular Third-Party Service is the service provided by Salt Edge Limited, a company duly incorporated and existing under the laws of England and Wales, under registration number 11178811, with its registered address at 2nd Floor Amba House, 15 College Road, Harrow, England, HA1 1BA, United Kingdom (“Salt Edge"). Salt Edge enables connectivity to a bank account for automatically retrieving the balance and the transactions information from the account. The use in such Third-Party Service offered by Salt Edge is subject to User’s acceptance in full of Salt Edge’s privacy policy available here [End-user Dashboard Privacy Policy] and terms of service available here [End-user Dashboard Terms of Service].
5.3. Panax disclaims any and all liability or responsibility for any Third-Party Services accessed through the Service, including any third-party online property which is accessible through the Service. Panax does not endorse any Third-Party Services and if the User decides to access or use any Third-Party Services, then the User shall be responsible for any such use and subject to the terms and conditions of use for such Third-Party Services. Panax cannot guarantee the completeness or accuracy of information obtained through Third-Party Services, and any errors which occur as a result of such outside resources shall be at the User’s sole risk and responsibility.
6.1. Each party (a "Disclosing Party") acknowledges that it may have access to, and the Disclosing Party may disclose to the other party (the "Receiving Party"), certain valuable information belonging to and relating to Disclosing Party, which Disclosing Party considers confidential, including, but not limited to, information computer programs, user manuals, sales and marketing plans, business plans, processes, customer lists and other trade secrets. Receiving Party shall not disclose such confidential information to third parties, shall not use such confidential information for its own benefit except to the extent required or permitted hereunder, and shall not disclose such confidential information to or use such confidential information for the benefit of third parties. Receiving Party shall disclose confidential information only to those of its employees who need to know such information for the purpose of this Agreement and shall ensure that its employees observe the confidentiality obligations in this Section 5.
6.2. This Agreement shall impose no obligation of confidentiality upon Receiving Party with respect to any portion of the confidential information which: (i) now or hereafter, through no act or failure to act on Receiving Party's part, becomes generally known or available; (ii) is known to Receiving Party at the time Receiving Party receives same from Disclosing Party as evidenced by written records; or (iii) is hereafter furnished to Receiving Party by a third party as a matter of right and without restriction on disclosure as evidenced by written records. (iv) was independently developed by the Receiving Party without reliance on the confidential information as evidenced by written records. Notwithstanding the foregoing, under all circumstances all benchmarks and other information regarding the results of User’s use and evaluation of the Panax Technology and the Platform and any communications and reports prepared under this Agreement including the Feedback shall be deemed the Confidential Information of Panax, and shall be subject to all non-disclosure and non-use restrictions herein.
6.3. In the event that Receiving Party is required to disclose confidential information of the Disclosing Party pursuant to any Law, regulation, or governmental or judicial order, the Receiving Party will, to the extent permitted; (a) promptly notify Disclosing Party in writing of such Law, regulation or order, and (b) reasonably cooperate with Disclosing Party in opposing such disclosure.
7.1. User acknowledges and agrees that the Panax Technology and the Platform when provided, shall be in its alpha version, the features of which have not been fully implemented or refined, and consequently may entail unresolved issues, including bugs. Panax intends to continue developing the Platform and provide updates, features and other improvements during the Term.
7.2. User is responsible for maintaining the security of its account in the Services and for maintaining the security of the authentication credentials of persons using the Service on its behalf, as well as for determining access privileges and rights for authorized users. User shall be responsible for all uses of its account with or without its knowledge or consent, including the initiation of any payments in the Payments Services, if applicable. User is responsible for all damages caused by its or an authorized user’s failure to maintain the security of its account and authentication credentials.
7.3. ANY SERVICES PROVIDED BY PANAX, THE PANAX TECHNOLOGY AND THE PLATFORM ARE PROVIDED "AS IS" AND FOR EVALUATION PURPOSE ONLY AND WITHOUT EXPRESS, IMPLIED OR STATUTORY WARRANTY OF ANY KIND, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. PANAX SHALL HAVE NO LIABILITY FOR ANY LOST OR CORRUPTED DATA.
7.4. IN NO EVENT SHALL PANAX BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL, OR ANY CLAIM BY THE USER, HOWEVER CAUSED, BASED ON ANY THEORY OF LIABILITY AND WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING IN ANY WAY OUT OF THIS AGREEMENT.
7.5. SUBJECT TO APPLICABLE LAW, PANAX TOTAL CUMULATIVE LIABILITY TOWARDS THE USER OR ANY OTHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE SERVICES (INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, OR FOR ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION), WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED US$1,000.
Unless otherwise stated in the Purchase Order or any other ordering document this Agreement will be in effect as of the Effective Date and shall continue for a period of 12 months, and shall thereafter automatically renew for additional 6-month periods until terminated in accordance with these Terms (the "Term"). Each party may terminate this Agreement at any time by 30 days’ prior written notice to the other party. Upon the expiration or termination of this Agreement, User will make no further use of the Panax Technology or Platform. Sections 4, 5, 6 and 9 shall survive the expiration or termination of this Agreement for any reason.
During the Term, Panax may refer to the User as a customer of Panax, including by displaying the User’s name and logo on Panax's website and other marketing (and investor facing) materials but other uses shall be subject to the User’s prior written consent, which consent shall not be unreasonably withheld.
10.1. This Agreement sets forth the entire agreement between the parties concerning the subject matter hereof. The Parties agree not to assign any rights or obligations under this Agreement; any attempted assignment shall be null and void and shall result in the termination of this Agreement. If any part of this Agreement shall be invalid or unenforceable, such part shall be interpreted to give maximum effect to its terms as possible under applicable law and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect.
10.2. This Agreement shall be governed by and interpreted under the laws of the State of Israel, without regard to its conflict of laws provisions. The parties agree that the competent courts in Tel-Aviv, Israel shall have exclusive jurisdiction regarding all disputes hereunder, and the parties expressly consent to such jurisdiction.
10.3. This Agreement may be executed in any number of counterparts, including via electronic scan or e-signature, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
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