Terms and Conditions - Trendemon Platform
TrenDemon is a cloud-based analytics and optimization system for online properties.
The system provides various insights regarding the performance of those properties through a back-end interface (dashboard), allowing customers to view and manage their TrenDemon account ("The Services").
TrenDemon warrants and represents that:
Notwithstanding anything to the contrary herein, TrenDemon shall indemnify and hold Customerand any one on its behalf, harmless from any claim against it, resulting from breach of any of the above warranties and representations of TrenDemon. Customer shall notify TrenDemon in writing on any claim within 7 days of receiving any claim or having reason to believe of the above warranties and representations.
It is the sole owner of any intellectual property rights ("IP") within the respective technology and has the full rights of use of such IP and technology used in within Services.
The Services are and will comply at all times with any and all applicable laws.
It has the required experience and skills for provision of the Services.
Authorized Users - Customer and the users that were invited by him are authorized users of the system. Selling a subset of the system and authorization to other users (partners, customers, advertising agencies or any company or entity other from the licensee) requires explicit approval on the part of TrenDemon.
Except as explicitly set above, the Services are provided "as is" without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of, merchantability and fitness for a particular purpose, or of any other type, whether express or implied, and to any remedy against the company, whether in contract, tort, delict, quasi-delict or otherwise. TrenDemondoes not warrant that the services from platform and the application will be uninterrupted, timely or error free. TrenDemonmakes no warranty with respect to the accuracy, correctness, timeliness, performance, availability or suitability of any service or information provided by it, and takes no responsibility therefore.
In no event will either party be liable for any special, consequential, incidental or indirect damages, including, and without limitation: loss of profit or loss of revenues arising out of your use or inability to use the platform and/or the application, whether or not the company has been advised of the possibility of such loss, however caused, and on any theory of liability. This exclusion includes any liability that may arise out of third-party claims against the user. TrenDemon is not liable or responsible, in any manner, for any direct or indirect loss or damage in whatever manner caused, however caused, resulting from any user's disclosure of information to third parties. Except for in connection with a claim regarding an IP infringement and/ or breach of confidentiality, in no event shall TrenDemon's total liability to Customeror any third party for direct damages under this agreement exceed the total net feespaid by Customerunder this agreement in the twelve (12) months preceding the applicable claim.
Security: In the event of any act, error or omission, negligence, misconduct, or breach that compromises or is suspected to compromise the security, confidentiality, or integrity of Customer Data or the physical, technical, administrative, or organizational safeguards put in place by TrenDemon that relate to the protection of the security, confidentiality, or integrity of Customer Data, TrenDemon shall, as applicable: (a) notify Customer as soon as practicable but no later than forty eight (48) hours of becoming aware of such occurrence; (b) cooperate with Customer in investigating the occurrence, including making available relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by Customer; (c) perform or take any other actions required to comply with applicable law as a result of the occurrence; and, (d) provide to Customer a plan within ten (10) calendar days of the occurrence describing the measures TrenDemon will undertake to prevent a future occurrence.
Confidentiality: Each party will protect the other’s Confidential Information from unauthorized dissemination and use the same degree of care that such party uses to protect its own like information,
but in no event less than a reasonable degree of care. Neither party will disclose to third parties the other's Confidential Information without the prior written consent of the other party.
Neither party will use the other’s Confidential Information for purposes other than as necessary to directly further the purposes of this Agreement.
Notwithstanding the foregoing, either party may use or disclose Confidential Information to the extent such party is legally compelled to disclose such Confidential Information; provided, however,
that prior to any such compelled disclosure, the disclosing party will notify the non-disclosing party and will cooperate fully with the non-disclosing party in protecting against any such disclosure
and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information.
The parties agree that any breach of this Section may cause irreparable harm to the disclosing party for which monetary damages may not be adequate, and therefore, the parties agree that in the event of
a breach of this Section 7, the disclosing party maybe entitled to equitable relief in addition to any other remedies it may have hereunder or at law.
"Confidential Information" shall mean: (i) any object and source code form, and any related technology, ideas, algorithms or any trade secrets, technical drawings, know-how, formulas, processes,
inventions (whether patentable or not), schematics and other technical, business, financial, customer and product development plans, forecasts, strategies and information;
(ii) either party’s business or financial information and plans; and (iii) the terms of this Agreement. “Confidential Information” will not include information that the receiving party can show:
(a) is or becomes generally known or publicly available through no fault of the receiving party; (b) is known by or in the possession of the receiving party prior to its disclosure,
as evidenced by business records, and is not subject to restriction; (c) is lawfully obtained from a third party who has the right to make such disclosure;
or (d) was independently developed by a party without use of any of the disclosing party’s Confidential Information.
Availability: We try to make our service available 24 hours a day, 7 days a week, except for planned down-time for maintenance.
Force Majeure: Neither party shall be liable to the other for any failure to perform any obligation under any Agreement which is due to an event beyond the control of such party including but not
limited to any Act of God, terrorism, war, Political insurgency, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or man made
eventuality outside of our control, which causes the termination of an agreement or contract entered into, nor which could have been reasonably foreseen. Any Party affected by such event shall
forthwith inform the other Party of the same and shall use all reasonable endeavours to comply with the terms and conditions of any Agreement contained herein.
The laws of Israel govern these terms and conditions. By accessing and using the Services you consent to these terms and conditions and to the exclusive jurisdiction of the Israeli courts in all disputes arising out of such access. If any of these terms are deemed invalid or unenforceable for any reason (including, but not limited to the exclusions and limitations set out above), then the invalid or unenforceable provision will be severed from these terms and the remaining terms will continue to apply. Failure of the Company to enforce any of the provisions set out in these Terms and Conditions and any Agreement, or failure to exercise any option to terminate, shall not be construed as waiver of such provisions and shall not affect the validity of these Terms and Conditions or of any Agreement or any part thereof, or the right thereafter to enforce each and every provision. These Terms and Conditions shall not be amended, modified, varied or supplemented except in writing and signed by duly authorized representatives of the Company.
End users Opt-Out - End users may opt out from the TrenDemon tracking. Opting out tracking does not mean end users will no longer receive internal recommendations and promoted content recommendations. It does mean that the internal recommendations and promoted content recommendations we serve end users will not be personalized based on pages they read.
Waiver: Failure of either Party to insist upon strict performance of any provision of this or any Agreement or the failure of either Party to exercise any right or remedy to which it, he or they are entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this or any Agreement. No waiver of any of the provisions of this or any Agreement shall be effective unless it is expressly stated to be such and signed by both Parties.
Miscellaneous. Each party is responsible for its own expenses incurred in the performance of the agreement. The relationship of TrenDemon and Customer shall be that of independent contractors. Neither party has the authority to bind the other or to incur any obligation on behalf of the other party or to represent itself as the other’s agent or in any way that might result in confusion as to the fact that the parties are separate and distinct entities. A waiver by either party of any provision of this Agreement shall not be construed as a waiver of such provision. Each party shall retain the right to enforce any such provision in any subsequent breach. If any provision of this agreement is held to be invalid or unenforceable, the remainder of the provisions shall remain in full force and effect. The parties shall comply with the provisions of all applicable laws, ordinances, regulations and codes. This agreement constitutes the entire, complete and exclusive statement of the agreement between the parties pertaining to the subject matter hereof, and supersedes and cancels all prior oral and written agreements between the parties with respect to this subject matter. This agreement may not be changed in any way except by an instrument in writing signed by both parties. Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.
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