Last updated: 04/05/2023

1. Services
1. Subject to Customer’s compliance with the terms and conditions of these T&C and of the Order Form, including the timely payment of all applicable fees, Contreli shall provide Customer with the Services agreed under the Order Form.
2. Any additional services not expressly agreed upon by the parties under these T&C and the Order Form shall be subject to such terms (including pricing) to be separately agreed to by and between the parties.
2. Customer’s Obligations
1. Customer will obtain any permissions, consents, licenses or otherwise that Contreli requires in order to access any and all relevant information, materials, properties and any other matters which are necessary for the performance of Services. Customer’s failure to comply with the provisions of this Section 2.a, shall entitle Contreli to terminate the Services.
2. Contreli is not liable for any delay or failure to provide the Services if this caused by Customer’s failure to comply with the provisions of this Section 2.
3. Fees
1. In consideration for the Services provided by Contreli under these T&C and the Order Form, Customer shall pay Contreli those fees provided under the Order Form (the “Fees”).
2. Payment; Payment Currency. Unless stated otherwise in the Order Form, within thirty (30) days after the execution of the Order Form, Customer shall pay Contreli the full amount of the Fees. Except as otherwise specified in the Order Form, all payments to Contreli will be made in USD. Such amounts shall be paid by check or wire transfer to Contreli’s account in accordance with written instructions provided by Contreli and detailed in the Order Form.
3. All Fees payable under the Order Form are net amounts and exclusive of any taxes (including without limitation, VAT or other taxes), which shall be added to the Fees and borne by the Customer (to the exclusion of taxes based on Contreli’s net income), without any deduction of any kind or nature. In addition, no amounts shall be set off by Customer for any reason whatsoever.
4. Cancellation and Amendment
1. Either Contreli or Customer may cancel an Order Form for any reason prior to Customer’s acceptance (or rejection) of the Order Form.
2. Notwithstanding, Contreli is entitled to withdraw, cancel or amend an Order Form if it has not yet been accepted by both parties, within a period of fourteen (14) days from the date of the Order Form.
5. Ownership of Materials
1. Ownership of all right, title and interest provided by Contreli in connection with the Service, including all Intellectual Property Rights (as defined below) therein and thereto, and all derivative works, modifications, improvements, updates, upgrades, enhancement, added features, inventions, ideas, insights, concepts, methods, know-how and processes relating to the same, whether created, developed, discovered or conceived in connection with this T&C or otherwise, and regardless of whether Customer or anyone on its behalf may have contributed to the conception of any of the foregoing, or paid Contreli for such, are and shall at all times vest exclusively with Contreli, and may not be used by or for Customer or anyone on its behalf including its subsidiaries or parent company or any other related party, except as expressly provided herein. Customer will have a non-exclusive, non-transferable license to use any deliverables or other work product compiled or developed by Contreli in the performance of this T&C which are delivered to Customer, upon Customer's payment in full of all Fees and other amounts due for such deliverables or work product.
2. "Intellectual Property Rights" means all intangible legal rights, titles and/or interests, including without limitation, all inventions, patents, patent applications, trademarks, service marks, trade dress, logos, trade names, and corporate names, domain names, any work of authorship, copyrights, trade secrets, design, Confidential Information (as defined below), and all other proprietary rights in whatever form or medium, in each case on a worldwide basis; together with all revisions, extensions, reexaminations translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith.
3. Customer’s use of the Services is limited to that specifically and explicitly to use permitted in this T&C. Customer will not, and will not allow, permit or assist any third party: (i) to attempt to discover any source code or underlying ideas or algorithms; (ii) reverse engineer, disassemble, de-compile or translate the Services, or grant any other third party the right to do any of the above; and (iii) shall not, other than as specifically authorized by Contreli, provide, lease, rent, lend, license, assign, delegate, or otherwise transfer or use or allow others to transfer or use the Services, or for the benefit of any third party.
4. Any feedback, suggestions, ideas or other inputs that Customer provides Contreli in connection with the Services, if any, may be freely used by Contreli to improve or enhance its products and/or services and, accordingly, all rights to such improvements and/or enhancements, howsoever arising, including as a result of any ideas, inputs or information provided by Customer as aforesaid, shall vest solely with Contreli.
6. Term and Termination
1. These T&C and the Order Form and the rights granted herein and therein shall be in effect as of the date set forth in the Order Form, unless earlier terminated as set forth below or in the Order Form.
2. Either Party may terminate these T&C and the Order Form if the other Party breaches any material term or condition of these T&C and/or the Order Form and such breach is not remedied within seven (7) days after receiving written notice thereof. Notwithstanding the foregoing, Contreli may immediately, by written notice to Customer, suspend or terminate these T&C and/or the Order Form if Customer fails to make any timely payment of Fees owed to Contreli or in case of breach and/or failure to comply with any of the provisions of Sections 1 (“Services”), 2 (“Customer’s Obligations”), 5 (“Ownership of Materials”), or 9 (“Confidentiality”).
3. Either Party shall have the right to immediately terminate these T&C and the Order Form, upon written notice, in the event the other Party files a petition in bankruptcy or is adjudicated as bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or discontinues its business or has a receiver appointed for its business and such receiver is not discharged within sixty (60) days.
4. Should these T&C and the Order Form expire or be terminated for any reason, Contreli will not be liable to Customer because of such expiration or termination for any form of compensation, reimbursement or damages, including on account of the loss of prospective profits, anticipated sales, goodwill or on account of any expenditures, investments or commitments in connection with Customer’s business, or for any other reason whatsoever flowing from such termination or expiration.
5. Termination of these T&C and the Order Form shall not affect any provision of these T&C which is expressly or by implication intended to come into force or continue in force on or after the termination.
7. Warranty Disclaimers

Customer expressly acknowledges and agrees that the services are provided “as-is”, and that Contreli expressly disclaims any and all warranties, whether express or implied, including without limitation any warranty or condition of merchantability, fitness or suitability for a particular purpose, non-infringement, satisfactory quality, performance and accuracy.

8. Limitations of Liability

In no event shall Contreli, its affiliates, or anyone on its behalf be liable for any indirect, consequential, incidental, special or punitive damages of any kind, including without limitation damages for loss of actual or anticipated revenue, customers, business or profits, business interruption, loss of business information or loss of lost data or damages to goodwill, in connection with these T&C and the order form regardless of the cause and whether arising in contract (including fundamental breach), tort (including negligence), or otherwise, even if Contreli has been advised of the possibility of such damages or loss. notwithstanding anything to the contrary herein and/or under any applicable law, under no circumstances will Contrail’s total and aggregate liability to customer from all causes of action of any kind, including without limitation contract, tort, negligence, strict liability, breach of warranty, or otherwise, arising out of or related to these T&C and/or order form and the services provided thereunder exceed the fees actually paid by customer to Contreli in the twelve (12) months preceding such claim.

9. Confidentiality

Each party hereto (“Recipient”) shall keep any confidential and proprietary information provided by the other party (“Discloser”), the intellectual property rights detailed under Section 5. above, and any information regarding and/or relating to each of the above or that otherwise comes into its possession under these T&C and the Order Form, whether in written, recorded, electronic, graphical or other tangible form and whether disclosed orally (“Confidential Information”), in strict confidence, and shall prevent and protect the Confidential Information of the Discloser from unauthorized disclosure or use. The Recipient shall not use and/or disclose any or all of the Confidential Information of the Discloser, except to those Recipient employees or consultants on a “need to know” basis and as may be required in order to perform the Services under these T&C and the Order Form. The Recipient shall notify each employee or consultant to whom any such disclosure is made that such disclosure is made in confidence and shall be kept in confidence by such employee or consultant, and shall ensure that such employee or consultant shall be bound, prior to such disclosure, by a confidentiality undertaking with terms not less restrictive in comparison to the terms set forth herein. Information shall not be considered Confidential Information if such information: (i) was known to the Recipient prior to the disclosure by the Discloser, as evidenced in written form; (ii) was at the time of disclosure to the Recipient generally available to the public, or subsequently became generally available to the public through no act of the Recipient; and (iii) was received by the Recipient from a third party without restrictions as to disclosure.

In the event that the Recipient is required to disclose Confidential Information by a court order or governmental authority or by applicable law or regulation, such disclosure shall be made provided however, that (a) the Recipient notifies the Discloser of such disclosure (unless prohibited from doing so); and (b) to the extent possible, provides the Discloser with the opportunity to oppose the disclosure or obtain a protective order.

The Recipient acknowledges and agrees that a violation of any of the Discloser’s proprietary rights, including without limitation, violation of the confidentiality undertakings herein, may cause significant harm to the Discloser, that monetary damages would be inadequate, and that the Discloser will be irreparably harmed. In the event of such a violation, the Recipient agrees that in addition to any other rights and remedies the Discloser may have, an injunction (whether temporary, preliminary or final) shall be entered in a court of competent jurisdiction against the Recipient upon the request of the Discloser, without bond.

10. Miscellaneous

1. Governing Law and Jurisdiction

   These T&C and Order Form shall be governed by the laws of Israel, without application of its principles of conflicts of law. The Parties irrevocably consent to the exclusive jurisdiction of the competent courts in Tel Aviv, Israel, to adjudicate all disputes arising from or related to these T&C and Order Form to the exclusion of the jurisdiction of any other court; however, Contreli shall retain the right to institute proceedings, including interlocutory and/or injunctive relief, in any other territory.

2. Personal Data

   Personal data shall be defined herein as any data that identifies or makes a natural person identifiable that is provided by the Customer to Contreli in the course of the provision of the Services ("Personal Data"). Contreli shall not process the Personal Data other than if such processing is required in order to provide the Services or to improve the Services. Contreli shall not sell the Personal Data to any third party. Contreli shall implement security measures for the security of the Personal Data and undertake that if it becomes aware of compromising the security of the Personal Data, it shall notify Customer without delay. To the extent required by applicable privacy and data protection law, Customer is responsible for ensuring that all necessary privacy notices are provided to any individual using the Services or any other individual it’s Personal Data is being processed in the course of providing the Services to Customer(“Data Subject”). Unless another legal bases set forth in the applicable privacy law supports the lawfulness of the processing, Customer is responsible for obtaining necessary Data Subject’s consent to the processing, and for ensuring that a record of such consent is maintained. Should the Data Subject revoke such consent, Customer is responsible for communicating the fact of such revocation to Contreli.

   Notwithstanding the foregoing, Contreli may collect, use and publish 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”). Contreli may use such Analytics Information solely for providing the Service, for development of the Service, and/or for statistical purposes. Such Analytics Information is Contreli's and Customer’s property.

3. Assignment

   Customer shall not transfer, assign or pledge in any manner whatsoever any of its rights or obligations under these T&C and Order Form without the prior written consent of Contreli.

4. Severability

   If any term, provision, covenant or restriction of these T&C and Order Form is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against regulatory or public policy, the remainder of the terms, provisions, covenants and restrictions of these T&C and Order Form shall in no way be affected, impaired or invalidated.

5. Entire Agreement

   The terms and provisions herein contained and in the Order Form constitute the entire agreement between the Parties with respect to the subject matters hereof and shall supersede all previous communications, oral or written, between the Parties hereto with respect to the subject matters hereof. No modification, amendment or correction to these T&C and to the Order Form shall be binding upon either of the Parties hereto unless in writing and signed by the duly authorized representatives of both Parties. The exchange of an executed Order Form by the Customer by fax or electronic signature shall be sufficient to bind it to these T&C and such Order Form.

6. Waiver

   No waiver of any rights by any party hereto shall be construed as a waiver of the same or any other right at any prior or subsequent time. Furthermore, no waiver or delay on the part of a Party in exercising any power or right hereunder, and no forbearance or indulgence of a party granted to the other party, shall in any way restrict or diminish the full rights and powers of that Party under these T&C and Order Form, or operate as a waiver of any breach by a Party of any of the terms or conditions of these T&C and of the Order Form.

7. Notices

   Any notice provided pursuant to these T&C and the Order Form shall be in writing and shall be sent by registered mail or e-mail with notice of receipt requested, or by hand delivery to the addresses of the parties as specified herein. Notices sent to Contreli shall be addressed to Contreli Ltd., 15/21 Anilevich St., Ra’anana, Israel and to Customer’s address set forth in the Order Form, or to the address otherwise designated from time to time in writing by the Parties. All notices will be deemed to have been delivered five (5) business days after being mailed (return receipt requested) if delivered by registered mail, or one (1) business day after delivered by hand, by facsimile or by e-mail (with confirmation of receipt).

Contreli reserves the right to amend these T&C at any time and without notice, and it is your responsibility to review these T&C regularly for any changes. Your use of the Services following any amendment of these T&C will signify your assent to and acceptance of its revised terms. YOU AND CONTRELI AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

For any questions about these T&C or any other issue regarding Contreli or the Services please contact us at: info@contreli.com.