Terms & Conditions

GENERAL TERMS & CONDITIONS

These General Terms & Conditions (the “Agreement”) set forth the terms and conditions under which Okapi EMaaS Ltd. (the “Company” or “Okapi”) provides Customers (as defined below) with use of its System (as defined below), and/or the services available through the System, or otherwise provided by the Company, including those available through the Company’s website: www.okapivision.com,(the “Services“). By using Okapi’s Services or System in any manner, a Customer agrees to be legally bound by this Agreement, and any and all other terms, conditions, rules, policies or procedures published on the System and related to  the use of the System and/or Services, each as amended by the Company from time to time.

    • Users” means the number of user accounts attributed to the Customer that are approved to have access to, and use the System, up to the maximum number of user accounts as specified in the applicable executed Order Form, and that are allowed to simultaneously use the System, as provided herein.
    • Customer” means any business entity that purchased Services from the Company via the execution of an Order Form or is identified as a “Customer” in an Order Form executed by a Reseller .
    • “Dashboard” means Okapi’s proprietary analytics dashboard, enabling the Customer to utilize and implement the System’s capabilities and displaying the Data to the Customer.
    •  “Data” means any and all information, data and content collected by the System from multiple sources and databases, including crowd sourcing and other  information and data generated by the System, including from Customer’s use of the Services. The Data may include, without limitation, Key Performance Indicators (KPIs), criteria, comparisons,  benchmarks and analysis, relating to various businesses and industries.
    • “Order Form” means the Company’s standard form for purchasing a License and Services, as executed by either the Customer or by a Reseller on a Customer’s behalf and approved in writing by the Company.
    • KPI(s)” means Key Performance Indicators(s).
    • Reseller” means an authorized reseller or distributor of the Company.
    • System” means the Company’s proprietary automated cloud based platform and Dashboard, that combines business know-how and crowd sourcing technology, enabling Customers to define and measure objective-driven and targeted KPIs;
  1. SERVICES & LICENSE.
    • Subject to the terms of this Agreement, the Company hereby grants the Customer, a non-exclusive, non-transferable, non-sub-licensable, during the Term of this Agreement only, and for use only by the number of Users and KPIs specified in the applicable Order Form, a limited license (the “License”) to use the System and Services, all in accordance with the terms of this Agreement. Pursuant to the License, the Customer will be asked to fill in answers to a few questions asked by the System, and the System will automatically generate KPIs tailored in a way to target the business objectives requested by the Customer.
    • In certain cases, Customer may order from the Company, from time to time and for additional charge, professional services, such as customized consultation, installation and set-up services and technical assistance. The fulfillment of any orders for professional services shall be made subject to availability of the Company’s personnel and reasonable prior coordination.
  2. ORDERS & FEES.
    • Use of the System by the Customer requires registering as a Customer in the System, either by the Customer or by the Reseller (if applicable), and is subject to the receipt by the Company of the applicable fees, as set forth in the applicable Order Form. The services are offered in different pricing packages and licensing models. Unless otherwise specified in an Order Form, the license fee shall be payable on a monthly basis, in advance on the first of each calendar month.
    • By registering as a business entity, a representative personally represents that he/she is at least 18 years old, and has the authority to bind the entity to this Agreement. The registrant further represents and undertakes that s/he will not use a false identity, impersonate any other person or use a name that is not authorized for use, and that any information provided at the time of registration and thereafter, including any billing information (to the extent applicable), is complete, truthful and accurate. Customer undertakes to ensure that such information is kept up to date. Customer shall be solely responsible for any and all use of its account.
    • Following completion of registration, the Company will send a confirmation email to the email address designated in the Customer’s account.
    • All fees are non-refundable regardless of the Customer’s actual use of the System and whether the maximum number of Customer Users or KPIs are utilized. Non-payments or late payments of any fees shall bear interest at the rate of 1.5% per month from the date on which such fees have become due and payable.
    • All amounts payable to the Company under this Agreement shall be expressed and paid in US Dollars, against a duly issued invoice, and are exclusive of any tax, levy or similar governmental charge that may be assessed by any jurisdiction, provided, however, that the Customer shall have no liability for income assessed to the Company.
  3. DATA AND INFORMATION.
    • The Customer acknowledges and understands that the Data, any other information presented on the Dashboard and/or generated by the System, including the KPIs generated by the System and/or any other results, conclusions, inference, deduction, analysis, benchmarks, statistics, actionable answers or aggregate data complied, calculated and/or processed in connection therewith, are all assumptions based, industry based benchmarks, statistically driven, compiled, among others by data obtained or originated from Customers or other third parties, with no assurance as to the accuracy or validation of such information.
    • The Company does not in any way guaranty nor represents that the Data (including without limitation the KPIs generated by the System) is accurate in all respects, up-to-date or entirely reliable, complete, applicable or comprehensive. The Company cannot accept any liability for any inaccuracies or omissions in the Data and any decisions Customer makes based on information contained or obtained from the System are at its sole responsibility.
    • The Company may retain, use and share with third parties, including for commercial purposes the Data and any other non-identifiable, non-personal, aggregate information derived from any information provided by the Customer or derived through its use of the System. The Customer acknowledges and understands that the Company may use the Data and any other non-identifiable, non-personal, aggregate information derived from the Customer’s use of the System, for the purpose of, among others, continually improving its Services and solution, and providing relevant benchmarks, analysis and results regarding certain relevant industries, also to other Customers of the Company, provided however any such aggregated data does not identify the Customer. Customer shall have no claims with respect to such use.
    • The Company reserves the right to purge any data from its databases and the System at any time without notice. The Customer acknowledges and agrees that it is solely responsible for backing up any data provided thereto via the use of the System or the Services provided hereunder.
  4. RESTRICTIONS
    • The Customer undertakes not to transfer, sell, assign, sublicense or make any disposition of the System, Dashboard, any portions thereof or its access to the System and/or Dashboard, to any other party.
    • The Customer undertakes not to (i) decompile, disassemble or reverse-engineer the System or Dashboard in any form or by any means; or modify the System; (ii) interfere with or disrupt the integrity or performance of the System; (iii) attempt to gain unauthorized access to the System’s software or code; (iv) copy the System or any feature, function or user interface thereof, or its related systems or networks or (iv) utilize the System or the Services except in accordance with the terms of this Agreement,.

 

    • Customer acknowledges that the System and any documentation pertaining thereto, are confidential and proprietary to the Company, and Customer agrees to maintain them and information regarding the System’s design and implementation as confidential information, using at a minimum the same degree of care as is used for Customer’s own trade secrets and in any event not less than reasonable degree of care, and not to disclose it to any third party without the Company’s prior written authorization, other than as provided for herein.
    • The Company retains sole and exclusive ownership of all rights, interests and title in the System, its code and any underlying intellectual property rights and know-how associated therewith or with any part thereto, including without limitation any and all trademarks, trade names, copyrights, patents and other intellectual property rights used or embodied in or in connection therewith. Nothing in this Agreement shall prohibit the Company in any manner from using, developing, marketing, licensing, or otherwise disposing of the System or concepts, software or code embodied therein anywhere in the world; nor shall anything herein be construed to grant to Customer any rights in or to any present or future products of the Company, whether or not similar to the System.
  1. TERM & TERMINATION.
    • This Agreement shall be in force as of the execution date of an Order Form, by the Customer and the Company and until the end of the License Term (as defined below). The License is granted to the Customer for the period specified in the applicable Order Form (the “License Term”) so long as the applicable fees under this Agreement are paid to the Company, and shall be renewed upon issuance of additional Order Forms signed by the Customer or the Reseller (as applicable), and approved by the Company..
    • The Company may terminate this Agreement, including without limitation the License granted herein, upon three (3) days written notice to the Customer, in the event that the Customer is in breach of the terms of this Agreement. For the avoidance of doubt, non-payment or late payment of any fees to the Company shall be considered a material breach of this Agreement.

 

  • Survival. The following Sections shall survive any expiration or termination of this Agreement: 1 (Definitions), 4 (Data and Information), 5 (Restrictions), 6 (Ownership), 8 (Limited Warranty), 9 (Limitation of Liability) and 10 (General Terms).
  1. LIMITED WARRANTY
    • TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, REGARDING THE SYSTEM BEING ERROR FREE, UNINTERRUPTED, ITS MERCHANTABILITY, TITLE OR FITNESS TO A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND REGARDLESS OF ANY KNOWLEDGE OF CUSTOMER’S PARTICULAR NEEDS. TO THE FULL EXTENT PERMITTED BY LAW, DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE LIMITED WARRANTY PERIOD. COMPANY SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET OR ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS NOT CONTROLLED BY COMPANY.
  2. LIMITATION OF LIABILITY
    • THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSS OF USE, FAILURE OF SECURITY, LOST DATA, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
    • NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT WITH RESPECT TO FRAUD, MALICIOUS ACTS OR GROSS NEGLIGENCE BY THE COMPANY, THE COMPANY’S ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF THE (I) AMOUNT ACTUALLY PAID TO COMPANY BY THE CUSTOMER UNDER THIS AGREEMENT WITHIN THE PRECEDING THREE (3) MONTHS; OR (II) USD 10,000.
  3. GENERAL
    • Notices. Any notice or communication under this Agreement shall be in writing and shall be deemed to have been received by the addressee (i) if given by registered or certified mail, the second business day after such notice is deposited in the mail; (ii) if by facsimile, it shall be deemed to have been served one business day after transmission; or (iii) if by electronic mail it shall be deemed to have been served on the same business day.
    • Waiver. The waiver by either party of a breach of any of the terms and conditions of this Agreement must be in writing and will not be construed as a waiver of any subsequent breach of such term or condition or the waiver of the provision itself. A party’s performance after the other party’s breach shall not be construed as a waiver of that breach.
    • Publicity. During the term of this Agreement, Customer hereby approves to be a featured client on the Company’s customer list and grants the Company the right to present itself as supplier of its Services to the Customer.
    • Assignment. Neither party shall assign this Agreement (or any part thereof) without the advance written consent of the other party, except that the Company may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of the Company’s assets or voting securities.
    • Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.
    • Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without regard to the conflicts of law provisions thereof. Any claim may be solely brought to the competent courts of the Tel-Aviv district.
    • Entire Agreement. This Agreement constitutes the entire understanding between the parties, and supersede all prior discussions, representations, understandings or agreements, whether oral or in writing, between the parties with respect to the subject matter of this Agreement. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.
Iris TsidonTerms & Conditions