Right to Use the Services. Subject to these Terms, Chase grants Customer a limited, personal, revocable, non-exclusive, non-sublicensable, non-assignable and non-transferable right, solely for the duration of these Terms, to install (to the extent made available by Chase for installation on the Customer’s device), access and use the Services on a device which Customer owns or controls for internal business purposes, solely by Customer’s employees which have been authorized by Customer to access and use the Services (each, a “User”). Customer shall comply, and ensure that its Users comply with, these Terms and shall be solely responsible for the acts and omissions of Customer’s Users with respect to the Services. Customer shall remain liable any breach of these Terms by any User.
Account. If Customer creates an account in connection with Customer’s use of the Services (“Account”), Customer must provide accurate and complete information about Customer. Customer hereby agrees: (a) not to allow anyone other than Customer or Customer’s Users to access or use Customer’s Account, not to create an Account for any third party and not to use the account of any third party without their permission; (b) to provide accurate, current and complete Account and login information during the Account registration process and to update such information to maintain accuracy; (c) to remain solely responsible and liable for the activity that occurs in connection with Customer’s Account; (d) to keep, and ensure that Customer’s Users keep, Customer’s Account login information secure; (e) to notify Chase immediately of any breach of security or unauthorized use of Customer’s Account; (f) to ensure that the Account login details (i.e., username, email and password) for each User may only be used by that User. Account login details assigned by Chase to a specific User shall remain personal to that User.
Restricted Use. Customer shall not, and not allow any third party or User to: (a) copy, distribute, broadcast, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, rent, lease, lend, use for timesharing or service-bureau services, export, modify, adapt, translate, enhance, customize, or otherwise create derivative works of, the Services or any part thereof; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of, the Services or any part thereof; (c) remove or distort any proprietary notices, labels or legends on or in the Services; (d) use any automated means (including without limitation, "robots" and "spiders") to access or use the Services, nor circumvent or disable any security or technological features of the Services; (e) use, send, upload, post, transmit or introduce any device, code, routine or other item (including without limitation bots, viruses, worms, and Trojan horses) that interferes (or attempts to interfere) with the operation or integrity of the Services, nor any content that is unlawful, infringing, defamatory, deceptive, obscene fraudulent, harassing, pornographic, or abusive; (f) use the Services to design or develop any competing product or service that competes with the Services; (g) use the Services for any unlawful or fraudulent purpose, to breach these Terms, or infringe or misappropriate any third party intellectual property, privacy, or publicity right; (h) take any action that imposes or may impose, as determined in Chase’s sole discretion, a disproportionately large load of incoming requests on the Services’ infrastructure, or disrupt servers or networks connected to the Services; (i) violate or abuse password protections governing access to the Services; (j) use or direct the Services to interact with IPs or devices for which Customer is not expressly authorized to do so; and/or (k) use the Service directly or indirectly to initiate, propagate, participate, direct or attempt any attack, hack, or send bandwidth saturation, malicious or potentially damaging network messages to any device.
Customer Data. While using the Services, Customer may direct and/or allow Chase to collect certain business, financial and/or technical information and data provided or made available by Customer or on Customer’s behalf to Chase, and/or that is collected or obtained from Customer’s resources and systems in the course of providing the Services (“Customer Data”). Customer grants Chase a non-exclusive, royalty free license to access, use, process, copy, distribute, perform, export, analyze and disclose Customer Data (including, without limitation, the transfer of such data by Chase to its affiliates and subcontractors), for the purpose of: (a) providing, maintaining and updating the Services to Customer (including use of the Customer Data by way of indexing and accessing real time data); (b) managing, performing and enforcing these Terms; and (c) complying and demonstrating compliance with applicable laws. Customer represents and warrants that it has obtained all the required consents and authorizations as to allow Chase to use the Customer Data for the purposes contemplated hereunder, and has secured all rights to grant Chase the ability to use Customer Data in such manner. We are not responsible for the content of any Customer Data or the way Customer or its Users choose to use the Services to store or process any Customer Data.
Privacy. Customer represents and warrants that Customer will provide all appropriate notices, obtain all required informed consents and comply at all times with all applicable privacy laws and regulations for allowing Chase to use, store, analyze and disclose Customer Personal Data (including, without limitation, the provision of such data to Chase, the transfer of such data by Chase to its affiliates and subcontractors) for the purpose of: (a) providing, maintaining and updating the Services to Customer; (b) managing, performing and enforcing these Terms; and (c) complying and demonstrating compliance with applicable laws. “Customer Personal Data” shall mean personally identifiable information that is provided or made available by Customer or on Customer’s behalf to Chase, and/or that is collected or obtained from Customer’s resources and systems in the course of providing the Services.
Analytics Information. Notwithstanding the foregoing, any anonymous information, which is derived from the use of the Services (i.e., metadata, aggregated and/or analytics information) which is not personally identifiable information (“Analytics Information”) may be used by Chase or on its behalf for any purpose, including for providing the Service, for development and improvement of the Services or other Chase services and products, and/or for statistical purposes. For the removal of doubt, Chase will be the exclusive owner of the Analytics Information.
Third Party Software. Customer expressly acknowledges that the Services may include third party components (“Third Party Software”), which shall be used by Customer solely in conjunction with the Services, and shall not be used for any other purpose without the prior written consent of Chase. Such Third Party Software is provided “As-Is” without any warranty of any kind, and subject to the license terms attached to such Third Party Software, the provisions of these Terms shall apply to all such Third Party Software providers and Third Party Software as if they were Chase and the Services respectively. In the event of any inconsistencies or conflicting provisions between the Third Party Software licenses and the provisions of these Terms, the provisions of the Third Party Software licenses shall prevail.
Confidentiality. Each party agrees to keep confidential and to use only for purposes of performing its obligations under these Terms, any proprietary, non-public or confidential information of the other party disclosed pursuant to these Terms (“Confidential Information”). The obligation of confidentiality shall not apply to information that: (a) was already lawfully known to the receiving party at the time of disclosure by the disclosing party; (b) was disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving party has become, generally available to the public; or (d) was independently developed by the receiving party without access to, or use of, the disclosing party’s Confidential Information.. Customer acknowledges that the Services and any information in connection therewith shall be deemed as Chase’s Confidential Information. The receiving party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other disclosing party’s Confidential Information from disclosure to a third party. Neither party shall use or disclose the Confidential Information of the other party except for performing its obligations under this Agreement. Receiving party will disclose Confidential Information only to those of its employees and consultants on a need to know basis and who are bound by confidentiality obligations at least as protective as the provisions of this Agreement. The receiving party will be and remain responsible for any noncompliance by its employees or consultants. Confidential Information of the disclosing party which is required by law, government order or request to be disclosed, may be disclosed by the receiving party solely to comply with the law, government order or request, provided that the receiving party shall give written notice to the disclosing party prior to such disclosure and reasonably cooperate, at the disclosing party party’s expense, to take legal steps to resist or narrow such request. Upon any termination of these Terms, each party shall return to the other party all Confidential Information of the other party, and all copies thereof, in the possession, custody or control of the party unless otherwise expressly provided in these Terms. For removal of doubt, this Section shall not derogate from the permissions and rights granted to Chase under Sections 5 through 7.
Warranty Disclaimer. CUSTOMER HEREBY ACKNOWLEDGES THAT THE SERVICES ARE A BETA PRODUCT AND IS PROVIDED SOLELY FOR EVALUATION AND TESTING PURPOSES AND IT IS NOT A FULLY COMMERCIAL PRODUCT. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND CHASE DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CHASE OR ANY OF ITS AFFILIATES, SUBCONTRACTORS AND AGENTS WILL NOT BE LIABLE OR RESPONSIBLE FOR: (A) ANY TECHNICAL PROBLEMS OF THE INTERNET (INCLUDING WITHOUT LIMITATION SLOW INTERNET CONNECTIONS OR OUTAGES); AND/OR (B) ANY ISSUE THAT IS ATTRIBUTABLE TO CUSTOMER’S HARDWARE OR SOFTWARE OR CUSTOMER’S INTERNET OR DATA SERVICES. CHASE DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION ANY RESULTS OBTAINED THEREFROM. CUSTOMER’S USE OF AND RELIANCE UPON THE SERVICES IS ENTIRELY AT CUSTOMER’S SOLE DISCRETION AND RISK, AND CHASE, ITS AFFILIATES, SUBCONTRACTORS AND/OR AGENTS SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO CUSTOMER OR TO ANY THIRD PARTY IN CONNECTION WITH ANY OF THE FOREGOING. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
Limitation of Liability. IN NO EVENT WILL CHASE, ITS AFFILIATES, SUBCONTRACTORS AND/OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF USE, DATA, GOODWILL, BUSINESS, PROFITS, USE OF MONEY, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS, FINES OR OTHER PENALTIES FOR NONCOMPLIANCE, OR FOR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, CONFIDENTIAL INFORMATION, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT CHASE (AND ITS LICENSORS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN ADDITION, CHASE’S TOTAL CUMULATIVE LIABILITY FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY IN CONNECTION WITH OR ARISING OUT OF THESE TERMS WILL BE LIMITED TO AND WILL NOT EXCEED TEN ($10) US DOLLARS.
Indemnification. Customer agrees to defend, indemnify and hold harmless Chase, its affiliates, and its respective officers, directors, employees and agents, and subcontractors from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) Customer’s use of, or inability to use, the Services; (ii) Customer’s violation of these Terms; and (iii) Customer’s violation of any third party right, including without limitation any copyright, property, or privacy right. Without derogating from or excusing Customer’s obligations under this Section, Chase reserves the right (at Customer’s expense), but is not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by Customer if Customer choose not to defend or settle it. Customer agrees not to settle any matter subject to an indemnification by Customer without first obtaining Chase’s express written approval.
Modification to Services. Chase reserves the right, at any time, to: (a) discontinue, change, update or modify the Services or any aspect or feature thereof; (b) reduce or otherwise modify the storage capacity of the Services; and (iii) remove or limit Customer’s access to any aspect or feature of the Services, provided that Chase shall use reasonable efforts to ensure such discontinuance, change, update, or modification does not materially affect the quality or performance of the Services licensed to Customer.
Term and Termination
Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by Customer but may be assigned by Chase without restriction or notification.
Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Israel and only the competent courts located in Tel Aviv-Jaffa, Israel, shall have jurisdiction over any dispute arising from these Terms.
General. If any provision, or part thereof, of these Terms is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and such reform shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. These Terms, and any other legal notices published by us in connection with the Services, shall constitute the entire agreement between Customer and Chase concerning the Services. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision
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