PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCESSING AND/OR USING PECAN’S SELF-SERVICE MODEL SOFTWARE AND ANY UPDATES THERETO (COLLECTIVELY, THE “SOFTWARE”). BY CLICKING “I AGREE” OR OTHER SIMILAR BUTTON, OR BY ACCESSING AND/OR USING THE SOFTWARE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU, ON BEHALF OF YOURSELF AND/OR YOUR ORGANIZATION, (“YOU” OR “LICENSEE”) ARE ENTERING INTO A LEGAL AGREEMENT WITH PECAN AI LTD. AN ISRAELI CORPORATION (“PECAN”); AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY BOUND BY, THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (“AGREEMENT”). THE DATE OF SUCH OCCURRENCE SHALL BE CONSIDERED THE “EFFECTIVE DATE”.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, BY ACCEPTING THIS AGREEMENT, YOU HEREBY WAIVE ANY APPLICABLE RIGHTS TO REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS.
Right to use and access the Platform & restrictions.
Pecan AI Ltd.’s, (“Pecan”) self-service platform and any updates thereto (collectively, the “Platform”) is a self-service platform that provides a deep learning-based predictive analytics capabilities that automatically constructs predictive models for various commercial use cases.
Subject to complying with the terms and conditions hereof, Pecan grants You, the user (“User”) a non-exclusive, non-transferable, personal, limited, non-sublicensable, worldwide right to access and use the Platform for User’s internal purposes (the “License“), during the Term (defined below).
Except as explicitly permitted in this these Pecan Platform Terms and Conditions (this “Agreement”), User will have no right and will not, nor will it authorize or assist others to: (a) copy the Platform except as reasonably required in connection with authorized uses of the Platform under this Agreement, (b) disassemble, reverse engineer, modify, translate, alter or decompile all or any portion of the Platform or otherwise discover or attempt to discover the source code of the Platform except and solely to the extent permitted under applicable law, (c) copy, rent, lease, sublicense, assign the right to use and access, or otherwise transfer the right to access and use the Platform or any of User’s rights therein or make available the service using the Platform to any third party (such as oRering it as part of a time-sharing or outsourcing the right to use the Platform) or to make a derivative work of the services and the Platform, or use it to develop any service or product that is the same as (or substantially similar to) it, (d) use Pecan’s name, logo or trademarks without prior written consent from Pecan, (e) violate or abuse password protections governing access to the Platform or any of the Platform’s security measures, (f) interfere or attempt to interfere with the integrity or proper working of the Platform, including, without limitation, shall not use any automated or programmatic method to extract data or output from Pecan, the Platform and the Model, including scraping, web harvesting, or web-data extraction (except as permitted in this Agreement), (g) use the Platform in any unlawful manner including in violation of any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches this Agreement, (h) transmit any malicious code (i.e., Platform viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system) or other unlawful material in connection with the Platform, (i) upload any Input Data neither use the Platform in a way that infringes, misappropriates or violates any person’s or third party’s rights and/or applicable law and regulations, (j) use Output Data to develop Models that compete with Pecan, (k) upload Input Data which include personal data, (l) represent that Output Data was human-generated when it is not, (m) copy, “frame” or “mirror” the services and/or the Platform and/or the Model, and/or (n) use the Platform other than as permitted herein. Notwithstanding anything to the contrary, User shall at all times comply with all applicable laws and not perform these terms of this Agreement and/or use the Platform, Input or Output in violation of third-party rights.
Subscription Fees.
Following the Trial Period, User agrees that Pecan may charge your credit card, debit card, or other payment mechanism selected by you and approved by Pecan (“Payment Method”) for all amounts due and owing in connection with your use of the Platform, as set forth in the applicable order form or the fees applicable to the tier selected by User at the moment of registration, acceptance of this Agreement and/or as otherwise selected or changed by User. User will pay all amounts due under this Agreement in U.S. Dollars. All amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies, duties and/or governmental charges, except for taxes based upon Pecan’s net income. All fees and other amounts hereunder are non-cancelable and non-refundable. User is solely responsible for any fees that may apply to its access to, or use of, the Platform, including, without limitation, fees for hardware, Platform, and Internet access.
Pecan may change prices for the Platform at any time, in its sole discretion. In such case, Pecan will provide you with either (i) thirty (30) days prior notice, or (ii) the time period prescribed by applicable law.
User agrees that if Pecan is unable to collect the Fees for the Platform through your selected Payment Method, then Pecan may, to the extent not prohibited by applicable law, take any other steps it deems necessary to collect such Fees from User and User will be responsible for all costs and expenses incurred by Pecan in connection with such collection activity, including, without limitation, collection fees, court costs, and attorneys’ fees. User further agrees that, to the extent not prohibited by applicable law, Pecan may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any Fees not paid when due. Except in the event of a good faith dispute, if User fails to make payment when due, without limiting Pecan’s other rights and remedies, if such failure continues for 15 days or more, upon notice, Pecan may suspend User’s access to the Services until such amounts are paid in full. User may dispute invoices in good faith by notifying Pecan in writing within thirty (30) days after receipt of the invoice giving rise to the dispute, specifying the nature of the dispute in reasonable detail. User must pay any non-disputed invoiced amounts in accordance with the payment terms set forth herein. The parties will work together in good faith to resolve any such dispute promptly.
Account. Usage limits.
In order to access the Platform and the Pecan services, User will be required to set up an account by submitting the information requested in the applicable form or interface (“Account“). User represents and warrants that all information submitted during the set up process is, and will thereafter remain, complete and accurate. As between Pecan and User, User is solely responsible and liable for maintaining the confidentiality and security of the Account credentials, as well as for all activities that occur under or in such Account. For the avoidance of doubt, User may not share your Account information with others, including without limitation, with any person (inside or outside of your organization), group or any other party. For the avoidance of doubt, User shall acquire a license per user Account, and the Accounts or the credentials to access the Accounts shall not be shared among users or used by more than one user per Account under any circumstance. User shall choose the tier of the Services that wants to use at the moment of registration. If User wishes to exceed its contractual usage limit (in accordance with the chosen tier), then User shall make the request in the Platform and/or to send a written request to Pecan and Pecan, at its sole discretion, may provide the new fees and/or relevant tier for the additional contracting requested.
Data.
While using the Services, certain data, such as Input Data or other data, will be made available and/or accessible to Pecan or the Platform (“User Data”). User hereby grants Pecan a royalty-free, fully paid, irrevocable, non-exclusive license to use, process, reformat, encode, reshape, transform, impute, display, copy (and, solely for the SaaS model, store) the User Data in order to (i) provide access and use of the Platform to User; (ii) administer and make improvements to the Platform excluding use of Input Data; and (iii) collect and analyze anonymous information excluding use of Input Data. The User represents, warrants and covenants that, to the best of its knowledge, it shall only provide User Data that does not violate or infringe any applicable law or rights of any third parties and shall use reasonable commercial eRorts to ensure as such. User acknowledges that the Platform does not operate as an archive or file storage service. User is solely responsible for the backup of User Data and other safeguards appropriate for User’s needs. “Input Data” means any input and queries to the Platform and/or any data, information and materials provided by User or its permitted users or anyone on their behalf, to Pecan or the Platform for the purpose of, and in connection with, using the Platform. “Model” means an algorithm (or a set of algorithms) pertaining to the Platform that generates Output Data from, or based on, Input Data. “Output Data” means any data and information that is generated by the Model and is made available to User via the Platform during the Term of this Agreement (such as predictions, variable weights, or counterfactual simulations). For the avoidance of doubt, the Model and all the derivative works, variations or updates of the Model shall not be considered Output Data.
User acknowledges that it is Pecan’s request and preference not to receive any personal data as part of the input data. Accordingly, User shall use its best commercial eRorts to ensure that any Input Data provided to the Platform either: (i) does not include personal data, or (ii) such personal data shall be anonymized. If User Data or Input Data includes personal data, (i) User has obtained and maintains and shall obtain and maintain all required informed consents and approval from data subjects required to allow Pecan to provide the Platform for User’s use; and (ii) comply at all times with all applicable privacy and data protection laws and regulations User shall enter into and consent to Pecan’s Data Processing Agreement (“DPA”) which is available thereaftre. If detained by Pecan that such actions are required, User hereby authorizes Pecan to anonymize and de-identify such personal data prior to its use in and as part of the Platform. At any time during the Term, Pecan may collect or receive from User log files and analytic information about the usage of the Platform and Pecan may use this information for quality control purposes, for enforcement of this Agreement, and for analytic and statistics purposes, all the above without restrictions or limitations.
Artificial intelligence and machine learning are rapidly evolving fields. Given the probabilistic nature of machine learning, use of our Platform may in some situations result in incorrect Output Data and/or the Output Data may not be unique across users and the Platform may generate the same or similar Output Data for diRerent customers. User should evaluate the Output Data as appropriate for User use case, including by using human review of the Output Data. User shall carefully test, review, and vet the Output Data before User uses and/or implements it. In addition, User shall not engage in any automatic decision making (including, without limitation, profiling), or relied upon in isolation to make a decision, relating to any person, which has a legal effect or a similarly significant effect on that person. Any use of the Output Data by User (during and after the Term) shall be the User’s sole and exclusive responsibility and liability.
Proprietary Rights.
User represents and warrants that it owns or has obtained the rights to all of the rights to or in the User Data and Input Data, and User has the right to provide Pecan and the Platform with such User Data and Input Data in accordance with this Agreement.
Without derogating from Section 3 above, and subject to full compliance with all of the terms and conditions of this Agreement, User shall own the Output Data generated by the Platform during the Term as of the point in time that it is no longer part of the Platform. Notwithstanding anything to the contrary, Pecan, shall own at all times (and continue to own) the Platform, the Model(s), the mathematical formulas and algorithms relating thereto and any Pecan Proprietary Rights (defined below).
As between the Parties, User acknowledges and agrees that the Platform contains proprietary and trade secret information of Pecan. Other than the limited rights granted in this Agreement to User, Pecan retains all ownership and proprietary rights in and to the Platform, including, without limitation, any components of the Platform, the Model, the Documentation, any mathematical formulas and algorithms pertaining thereto, and any and all updates thereto or thereof, if any. User will not delete, remove, obscure or in any manner alter the copyright, trademark, and other Pecan’s or any other third parties’ intellectual proprietary rights notices appearing on or in the Platform or any component thereof. User expressly acknowledges that the Platform may include third party components, which shall be used by User solely in conjunction with the Platform, and shall not be used for any other purpose without the prior written consent of Pecan.
If User provides Pecan with any suggestions or feedback of any kind, which may include suggestions or feedback concerning the Platform, the Model, any data, customizations, features, improvements, modifications, corrections, enhancements, derivatives or extensions thereto (“Feedback”), such Feedback shall be deemed to be the sole property of Pecan, and User hereby irrevocably transfers and assigns to Pecan all intellectual property or proprietary rights in and to such feedback and, to the maximum extent permitted by law, waives any and all moral rights that User may have in respect thereto and waives the right to claim or bring proceedings in connection with such rights.
Open Source Software.
Pecan will deliver to User, in conjunction with the Platform (including any updates or deliverables), certain open source software and materials (“Open Source Software”) which are subject to open source licenses (“Open Source Licenses”). Any Open Source Software delivered by Pecan is subject to the terms of the Open Source Licenses and to the terms of Sections 1, 2 and 3 above. Pecan does not control, not responsible and has no liability for any Open Source Software including their security, functionality, operation, availability, or interoperability.
Limited Warranties; Disclaimer of Warranties.
Each party represents and warrants that: (a) it has the power and authority, and has taken all corporate action required, to enter into and fully perform this Agreement; and (b) the entering into, and performance of, this Agreement do not and will not violate any agreement or commitment to which each party is bound. Pecan warrants that the Platform will materially operate in conformity with the applicable functional and technical Documentation. In case of failure to this warranty, User will immediately notify Pecan of such failure, and Pecan’s sole liability for any breach of these warranties or any other warranty under this Agreement shall be, at Pecan’s sole discretion: (i) to repair the Platform or the applicable portion thereof; or (ii) to terminate this Agreement. User further represents, warrants and covenants that it shall comply at all times with any and all applicable laws and regulations. THE PLATFORM, MODEL, DOCUMENTATION AND OUTPUT DATA ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE, ACCURACY, RELIABILITY, USEFULNESS, INTEGRITY, LAWFULNESS, TITLE OR INFRINGEMENT, FUNCTIONALITY OR INTELLECTUAL PROPERTY RIGHTS OF, OR RELATING TO, OUTPUT DATA, OR SUITABILITY OF PECAN, THE MODEL AND/OR THE PLATFORM FOR USER’S PARTICULAR NEEDS. PECAN DOES NOT WARRANT THAT (I) THE PLATFORM AND/OR MODEL WILL OPERATE ERROR-FREE; (II) PECAN WILL CORRECT ANY ERRORS IN THE PLATFORM AND/OR MODEL; AND/OR (III) THE PLATFORM AND/OR MODEL WILL DETECT AND/OR CORRECTLY IDENTIFY, DISINFECT ALL THREATS, APPLICATIONS OR OTHER COMPONENTS, OR PREVENT EVERY UNAUTHORIZED EXFILTRATION OF DATA. PECAN DOES NOT PROVIDE A WARRANTY AGAINST, AND USER AGREES THAT PECAN SHALL NOT BE HELD RESPONSIBLE FOR, ANY CONSEQUENCES TO USER OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS, USE OF THE PLATFORM, THE MODEL OR USE OF THE OUTPUT DATA. PECAN DOES NOT WARRANT THAT THE PLATFORM, THE MODEL AND/OR OUTPUT DATA WILL MEET USER’S REQUIREMENTS AND PECAN DOES NOT TAKE ANY RESPONSIBILITY OR
LIABILITY FOR THE ACCURACY, RELIABILITY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE REGARDING THE PLATFORM, THE MODEL AND/OR OUTPUT DATA. PECAN (INCLUDING ITS SUPPLIERS, IF ANY) DISCLAIMS ANY LIABILITY AND RESPONSIBILITY FOR USE OF, OR RELIANCE ON, THE PLATFORM, THE MODEL AND/OR OUTPUT DATA AND ANY OUTCOME OR CONSEQUENCE ARISING FROM USE THEREOF. PECAN RESERVES THE RIGHT TO MAKE CHANGES IN OR TO THE PLATFORM AND THE MODEL, OR ANY PART THEREOF WITHOUT GIVING USER ANY NOTICE PRIOR TO, OR AFTER, MAKING SUCH CHANGES. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO TO THAT EXTENT SUCH EXCLUSIONS MAY NOT APPLY.
Indemnity.
User shall be solely responsible and liable for the User Data and the Input Data submitted or made available to Pecan or the Platform, or for any use of the Output Data, and shall indemnify, defend and hold harmless Pecan and its Affiliates and subsidiaries and their respective managers, directors, oRicers, employees, agents, successors and assigns from and against any losses, damages, fines, liabilities, penalties, (including, legal costs and expenses), which may result from any third party claim of any kind related to (i) the submission, processing, display and/or use of any User Data or Input Data; (ii) the fraudulent, illegal, or otherwise prohibited use of the Platform by User and/or User’s users; (iii) any breach of any term of this Agreement and/or applicable laws or regulations and/or violation, infringement or misappropriation of third party rights, and/or (iv) any use of Output Data.
The indemnification obligations set forth shall be subject to the following procedures:
Pecan shall promptly notify the User in writing of any claim, demand, lawsuit, or proceeding for which indemnification may be sought hereunder, provided that failure to give such notice shall not relieve the User of its indemnification obligations except to the extent it is materially prejudiced by such failure.
Pecan shall cooperate with the User in the defense of any such claim, including providing reasonable access to relevant documents, records, and personnel, and shall not make any admission of liability or settle any claim without the prior written consent of the User.
Upon receipt of notice of a claim, the User shall, at its expense, assume control of the defense and settlement of such claim with counsel of its choosing.
If the User fails to assume control of the defense within thirty (30) days after notice Pecan may control its own defense and the User shall reimburse Pecan for its reasonable attorneys’ fees and costs.
The User shall not settle any claim without the prior written consent of Pecan, which consent shall not be unreasonably withheld. Pecan shall not object to any settlement which : (i) provides for a complete release of Pecan; (ii) does not include any admission of wrongdoing by Pecan; and (iii) consists solely of monetary payments to be made by the User.
Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY BETWEEN THE PARTIES, IN NO EVENT SHALL EITHER PARTY BE LIABLE TOUSER THE OTHER PARTY FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS, OPPORTUNITY, REVENUE, CONTRACTS, ANTICIPATED SAVINGS, OR WASTED EXPENDITURE, LOSS OF, OR DAMAGE TO, DATA, INFORMATION SYSTEMS, REPUTATION, OR GOODWILL), OR BE LIABLE TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, EXCEPT IN CASES OF NEGLIGENCE, MISCONDUCT, FRAUD, INDEMNIFICATION, OR LIABILITIES THAT CANNOT BE EXCLUDED UNDER LAW. PECAN’S ENTIRE LIABILITY UNDER THIS AGREEMENT FOR ANY DAMAGES FROM ANY CAUSE WHATSOEVER IN CONNECTION WITH THIS AGREEMENT AND THE ORDER FORM, REGARDLESS OF FORM OR ACTION, WHETHER IN CONTRACT, NEGLIGENCE OR OTHERWISE, SHALL IN NO EVENT EXCEED THE TOTAL FEES PAID TO PECAN UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATIONS SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF A PARTY HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, AND WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION, OR OTHERWISE. THE PRIMARY LIABILITY CAP SHALL NOT APPLY TO USER’S LIABILITY ARISING FROM USER’S PAYMENT OBLIGATIONS OR TO EITHER PARTY WITH RESPECT TO EITHER PARTY’S INDEMNITY OBLIGATIONS.
Confidential Information.
Each party agrees to keep confidential and to use only for purposes of performing or as otherwise permitted under this Agreement, any proprietary or Confidential Information of the other party disclosed, including, but not limited to, Pecan’s documentation, the Model and the Platform, certain information regarding the disclosing party’s business, including technical, marketing, financial, employee, planning and other confidential or proprietary information (“Confidential Information”), subject to the exceptions described in this paragraph. The obligation of confidentiality shall not apply to information which is: (i) publicly available through no action or inaction of the receiving party; (ii) is known by the receiving party at the time of disclosure as evidenced in writing; (iii) is rightfully obtained from a third party who had the right to disclose it without any confidentiality restrictions; or (iv) independently developed by the receiving party without reliance on the of the disclosing party. A party may also disclose Confidential Information of the other party to the extent such information is required by law, government order or request to be disclosed (provided that the receiving party shall give written notice to the other party prior to such disclosure and an opportunity, at the objecting party’s expense, to take legal steps to resist or narrow such request). Upon written request of the disclosing party, each party shall, within ninety (90) days, 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 this Agreement; provided, however, that the receiving party may retain copies of Confidential Information to the extent required by applicable law, to comply with internal compliance procedures, or copies generated as a result of automatic back-up procedures. The receiving party agrees that the disclosing party, in addition to any other right or remedy that it may have available to it at law or in equity, will have the right to seek and obtain immediate injunctive relief to enforce obligations under this Agreement, provided that any such injunctive relief shall be subject to the limitations and restrictions set forth in this Agreement regarding injunctive remedies, and without the necessity of proving actual damages, posting bond or making any undertaking in connection therewith.
Non-disclosure and Non-use of Confidential Information.
The receiving party agrees to accept and use Confidential Information solely for the purpose of this Agreement. The receiving party will not disclose, publish or disseminate Confidential Information to a third party other than those of its employees and consultants with a need to know such in connection with the purpose of this Agreement and who are subject to confidentiality obligation not less restrictive that those stated in this Section 9, and further agrees to take reasonable precautions to prevent any unauthorized use, disclosure, publication or dissemination of Confidential Information, ensure that such receiving party’s employees and consultants fully perform the duties and obligations hereunder and in any event, the receiving party shall remain liable at all times for any acts and/or omissions of its employees and consultants with respect to the disclosing party’s Confidential Information. The receiving party agrees not to use Confidential Information otherwise for its own or any third party’s benefit without the prior written approval of an authorized representative of the disclosing Party in each instance. In performing its duties and obligations hereunder, the receiving party agrees to use at least the same degree of care as it does with respect to its own confidential information of like importance but, in any event, at least reasonable care. Further, the receiving party agrees that it shall not make any copies of the Confidential Information on any type of media, without the prior express written permission of the authorized representative of the disclosing party.
Term and Termination.
Term and Termination. This Agreement shall become effective on the effective Date and, unless terminated earlier in accordance with this Agreement, will continue for the period specified in the applicable Order Form (“Term“). Either party may terminate this Agreement by giving the other party written notice of such termination upon the other party’s breach of any material term (subject to the breaching party’s right to cure within thirty (30) days after receipt of such notice, to the extent such breach is curable), the other party’s insolvency, making an assignment for the benefit of creditor, receivership, or the institution of any similar proceedings by or against the other party.
Effect of Termination. Upon any termination or expiration of this Agreement for any reason, the licenses granted to User under this Agreement will revert to Pecan and User will cease all use of the Platform and return the corresponding Confidential Information and/or Documentation, and User shall (and shall cause third parties (if any) to) uninstall and remove the Platform and any Model(s) generated during the Term of the Agreement. Pecan reserves the right to uninstall and remove the Platform and Models or suspend access in any such situation.
Survival. The following Sections shall survive termination or expiration of this Agreement: Sections 1 (License. License Restrictions), 4 (Proprietary Rights), 6 (Limited Warranties and disclaimer of warranties), 7 (Indemnity), 8 (Limitation of Liability), 9 (Confidential Information), 10 (Term and Termination) and 12 (Miscellaneous). Nothing in this Agreement grants User any license (or permission of any kind) to use the Platform, the Model(s) or any part thereof, after termination or expiration of this Agreement.
Public Mention of this Agreement
Pecan may use User’s name and logo on Pecan’s website and in its promotional materials to state that User is a customer of the Platform; provided that User may ask Pecan to remove its name and logo at any time, in which case Pecan shall remove any such reference to User. Moreover, Pecan may ask User to provide a quote or review from one of User’s executives about the Platform and to create or participate in a case-study, for publication in Pecan’s marketing materials, such as its website. For the avoidance of doubt, use and publication of such quotes, review and case-study shall be at Pecan’s sole discretion.
Miscellaneous
This Agreement constitutes the entire agreement of the parties, and supersedes any prior or contemporaneous agreements between the parties with respect to the subject of this Agreement. Changes may be made by Pecan to this Agreement from time to time. Pecan will inform User 30 days in advance of any updates or other changes to this Agreement, through User’s email address Pecan has on file and/or through an in-app message, or by any other means. User’s continued use of the Platform will be deemed User’s acceptance to such amended or updated Agreement. If User does not agree to any part of this Agreement, please do not use the Platform. Any notice required or permitted to be given under this Agreement shall be sent to the address of the other party to the address that User has designated and/or by email to User’s email address Pecan has on file. You are solely responsible to keep this information updated and to review such email address for any communications. All notices to Pecan shall be sent to: [email protected]. This Agreement and agreements related thereto shall be exclusively governed by and construed in accordance with the laws of the State of Israel, without giving effect to conflict of law provisions. The Parties hereby consent and submit to the exclusive jurisdiction of the competent courts in the Tel Aviv – Yafo, Israel, over all matters relating to this Agreement, and no other court will have jurisdiction over such matters. It is the intention of the parties that any dispute arising under this Agreement be resolved informally and as promptly as practicable through good faith negotiation. Nothing in this Agreement shall be construed to limit or delay Pecan’s ability to seek immediate relief at law or in equity for any breach by User. Nothing contained in this Agreement is intended or is to be construed to create a partnership, joint venture, agency or employment relationship. If any provision of this Agreement shall be declared invalid, illegal or unenforceable, then such provision shall be deemed modified or excluded to the extent necessary so that it is no longer invalid, in violation of law or unenforceable and all remaining provisions shall continue in full force and effect. Pecan shall not be responsible or liable to User for any delay or failure to perform any obligation herein if this situation arises from an event not under the control of Pecan, including, but not limited to, an act of God, terrorism, war, political insurrection, uprising, civil disturbance, act of civil or military authority, insurrection, earthquake, flood or any other natural person or person ultimately made out of our control or force majeure. Any failure by a party to require compliance by the other party with any of the terms, provisions, warranties, covenants or conditions of this Agreement will in no way aRect such party’s right to enforce the same, nor will any waiver by a party of any breach of any term, provision, warranty, covenant or condition of this Agreement constitute a waiver of any succeeding breach. No waiver of rights arising under this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. User shall not assign and/or subcontract any of its rights and obligations under this Agreement, except with Pecan’s prior written consent. Pecan may assign any of its rights and/or obligations hereunder at Pecan’s sole discretion, provided that such assignee agrees to be subject to the terms of this Agreement. Any attempted assignment or transfer of any of the rights, duties, or obligations herein shall be void if not in compliance with this section.
