Master SaaS Agreement

This Master Software as a Service Agreement (“MSSA“) is entered into as of the date of the initial Order Form incorporating this MSSA by reference (the “Effective Date”) by and between Weft Finance Ltd and its affiliates (“Vayu” or “We”) and the entity identified as the Customer in such Order Form (“Customer” or “You”), and governs the access and use of Vayu Platform and Services by the Customer and its Authorized Users. Vayu and the Customer shall be referred to separately as a “Party” and collectively as the “Parties.”

BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, CUSTOMER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU HEREBY REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS MSSA.

WHEREAS, Vayu is the developer, operator and owner of a cloud-based SaaS solution, enabling enterprises and organizations to easily manage and automate the organization’s privacy and revenue collection process, which consists of a hosted web-based platform available at _________ (“Vayu Platform”) collectively, with any updates, upgrades in the event provided from time to time; and

WHEREAS, Customer wishes to obtain the Service, subject to the terms and conditions of the Agreement.

Therefore, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

• DEFINITIONS.some text
  • “Account” means, collectively, the Customer’s and each of its Authorized Users’ online account enabling the access to the Platform and use of the Service.
  • “Account Admin” means the Account creator or registrant, that was assigned by Customer with the administrative authorizations and permissions for the use of the Vayu Platform, including to enable other Authorized Users to access and use the Services and determine their use permissions.
  • “Account Information” means administrative information provided by Customer during the registration and creation of the Account, including without limitation, contact information, company names, company’s contact information, and billing information associated with the Account if applicable. Account Information includes the contact information and credentials of the Authorized Users, as provided or shared by the Customer or the Account Admin.
  • “Authorized User” means those employees, contractors, and other third parties, authorized to use the Services in accordance with this Agreement, and including the Account Admin.
  • “Business Hours” means 9am to 5pm, Israel Time (GMT+2), Monday to Friday, excluding holidays.
  • “Confidential Information” means all nonpublic confidential information disclosed by either party ("Disclosing Party") to the other party ("Receiving Party") in the context of the relationship under this Agreement, that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, can reasonably be understood to be confidential. Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the Receiving Party; or (b) was in the Receiving Party’s lawful possession prior to the disclosure; or (c) is lawfully disclosed to the Receiving Party by a third party without restriction on the disclosure; or (d) is independently developed by the Receiving Party.
  • “Customer Data” means any data, content, files and information uploaded submitted or transmitted to or through the Account in any format, which is processed, hosted or stored through the Platform and Services (excluding the Vayu Proprietary).
  • “Documentation” means any of Vayu user manuals, handbooks, and guides relating to the Service available to the Customer electronically.
  • “Order Form” means an ordering form or document or an online order entered into between Customer and Vayu.
  • “Service(s)” means any of Vayu products and/or services, including subscription to the Platform, Technical Support, provided within the framework of a trial period, test, proof of concept process, commercial engagement or otherwise, whether in exchange of payment or otherwise, as may be further detailed in an Order Form or any other written agreement between the Customer and Vayu.
  • “Subscription Term” means the term of each Services subscription, as agreed under the Order From, commencing as of the Effective Date (as identified under the Order From) including any renewals thereof.
  • “Third Party Applications” means applications, integrations, services, or implementation, customization and other consulting services related thereto, provided by a party other than Vayu, that interoperate with the Services, or third-party content (including data, information, applications and other products services) or provide links to third-party websites or services.
  • “Usage Data” mean analytic, statistic, measurement data collected by Vayu relating to Customer’s or Authorized Users’ use of the Services, as well as and technical data including with regards to errors that occur, logs, and access logs.
  • “Vayu Proprietary” means the Vayu Platform, Services, Vayu Data, Documentations, and any information, content, image, video, code, software, data, libraries, command line tools, connectors, APIs, and other related technology or text available therein, including any new features, free trials, beta and alfa version, the “look and feel” and all related or underlying technology and any modifications or derivative works of the foregoing, as well as Vayu’s trademarks, service marks, service or trade names and logos. The Vayu Proprietary does not include Third Party Applications (as defined below), third party connectors or third-party open-source license.
• THE SERVICES AND RIGHTS GRANTED. some text
  • The parties may, from time to time, agree upon the provisions of the Services, by executing Order From. Each Ordering Documentation shall be governed by the terms of this MSSA.
  • Subject to the terms of the Agreement, Vayu hereby grants the Customer a non-exclusive, non-transferable, non-sub-licensable, revocable, and limited right to access and use the Service during the Subscription Term, solely in accordance with the terms of the Agreement and the Documentations, and in compliance with applicable law, for Customer’s own business purposes. Except as provided herein, Vayu or its licensors retain all ownership and intellectual property rights to the Vayu Proprietary.
  • Vayu will provide the Customer, during the Subscription Term, with technical support (“Technical Support”). Unless otherwise agreed in the Ordering Documentation the Technical Support shall be provided during Business Hours, and at Vayu’s sole reasonable discretion without any guarantee or warranty of any kind. Vayu uses commercially reasonable efforts to maintain a standard response time to Technical Support issues. This response time will depend on the complexity of the inquiry and support request volume. In any event, Vayu shall not be responsible for supporting the Customer with technical issues outside of the Service, such as issues resulted from Customer technical equipment or Third Party Applications, even where integrated to the Services. Any technical information provided to, or collected by Vayu, as part of the Technical Support, may be used by Vayu for its business purposes, including for support and development.
  • Notwithstanding anything to the contrary in this Agreement, if Vayu has made available to Customer free, trial, or evaluation access to the Vayu Platform (“Trial Access”), such access is limited to evaluating the Vayu Platform to determine whether to purchase a subscription from Vayu. Customer may not use the Trial Access for any other purposes, including but not limited to competitive analysis, commercial, professional or for-profit purposes. Vayu has the right to terminate the Trial Access at any time. Unless Customer purchases a subscription for the Services, upon any such termination or expiration, Customer’s Trial Access shall cease. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, VAYU WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL ACCESS.
  • Vayu or third-party providers may offer Third Party Applications. Vayu does not warrant any such Third-Party Applications and shall not be responsible nor liable for any such Third Party Application, regardless of whether or not such Third Party Applications are provided by a third party that is a member of a Vayu partner program. Customer may not use Third Party Applications with the Services other than Third Party Applications approved by Vayu. Any exchange of data or other interaction between Customer and a third-party provider is solely between Customer and such third-party provider and subject to its terms.
  • Vayu reserves the right to modify, change or update the Service, at its discretion and at any time, with or without prior notice, provided that such modification, changes or updates shall not materially adversely impact the availability or quality of the Service (e.g., infrastructure or security updates, bug fixes, UI and UX changes, application features, removal of features which are not reasonably used by Authorized Users, etc.). In the event of planned material changes that are necessary, at Vayu’s discretion, due to technical or technological considerations (including on behalf of third parties) or applicable law, and that has a material adversely impact on the Services, Vayu will provide the Customer with thirty (30) days’ prior written notice (if reasonably possible), without any additional liability of Vayu to the Customer or its Authorized Users.
• CUSTOMER RESPONSIBILITIES AND USE RESTRICTIONS. some text
  • Customer acknowledges that it retains administrative control over to whom it grants access as an Authorized User pursuant to this MSSA and the applicable Order Form. Customer may specify one or more Authorized Users as Account Admin to manage its account, and Vayu is entitled to rely on communications from such Account Admin and other Customer employees when servicing Customer’s account. The Customer undertakes to provide accurate, true and up to date information, and acknowledges the processing of any personal data or personal information are processed as detailed in section 7 below. Customer shall keep, and cause its Authorized Users to keep, in strict confidence the login credentials for the User Account. Customer is responsible for use or misuse of the User Account Services by its Authorized Users, or any third party within Customer’s control, and for their compliance with this MSSA, Order Form, and any documentation provided by Vayu. Customer shall promptly notify Vayu if it becomes aware of any unauthorized use or access to Customer’s account or the Vayu Platform.
  • Customer is solely responsible for all activities made though or on its Account, by Customer, an Authorized User or a third party under Customer’s control, and Vayu will not be held responsible for any unauthorized access to the Account or any unauthorized use. The Customer is solely responsible to identify the authentication of all Authorized Users, for approving the access by such Authorized Users and for controlling any unauthorized use of the Account or Services. Vayu is not responsible for any harm caused by the Authorized Users, including individuals who were not authorized to have access to the Services but were able to gain access due to usernames, passwords or accounts that were disclosed or were not terminated on a timely basis. Customer agrees to notify Vayu immediately of any unauthorized access to or use of the Account.
  • Customer is responsible for properly configuring and using the Service, according to Vayu's Documentations, and taking appropriate actions to secure and protect the Admin Account in a manner that will provide appropriate security and protection.
  • Customer will ensure that Customer Data and its use of the Service will not violate any applicable law or Vayu's Documentations. Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data and hereby warrants that: (i) the Customer Data will not infringe any rights, including any privacy rights or proprietary rights, of any third parties; and (ii) it has obtained all necessary rights, releases and permissions to submit all Customer Data to the Service and to grant the rights granted under this Agreement.
  • Except as permitted in the Agreement, Customer or any Authorized User may not, and may not cause or permit others to: (a) use the Services or Documentation to harass any person; cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or chain letters; infringe rights of third parties; or otherwise violate applicable laws, ordinances or regulations; (b) perform or disclose any performance or vulnerability testing of the Services without Vayu’s prior written approval, perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking, remote access or penetration testing of the Services or otherwise attempt to derive or gain access to any software component of the Service, in whole or in part; (c) modify, make derivative works of, disassemble, decompile, decrypt, reverse compile or reverse engineer, reproduce, republish, download, or copy any part of the Services or Documentation; (d) license, sub-license, sell, transfer, rent, lease, transmit, host, assign, distribute, outsource, commercially exploit, or make available the Services or Documentation to any third party; (e) transmit or distribute anything (including software, file, code, or program) that could affect, impair, or prevent portions of the operations of Services or Documentation, including, but not limited to, any viruses, worms, defects, Trojan horses, malicious code, or any other similar software or programs that may damage the operation of the Vayu Platform; or (f) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark). In any violation of the above, Vayu shall have the right to immediately suspend, remove, block, deactivate and disable Customer’s access or use of the Services, as well as terminate the Agreement (at Vayu's sole discretion), without derogating from any other remedy Vayu is entitled to under the Agreement or applicable law.
• FEES AND PAYMENTS. some text
  • Customer shall pay the subscription fees as set forth under the Ordering Documentation ("Subscription Fee"), as well as any additional fees for additional services (e.g. professional services), in the event further agreed therein (collectively “Fees”). All Fees shall be payable in advance, and due within 30 days from the invoice date, unless otherwise agreed under the Order From. Except as specifically provided herein, Fees are non-refundable.
  • Upon each renewal of this MSSA or the applicable Order Form, Vayu may increase its prices by up to 5% of the prices applicable to the preceding twelve-month period.
  • All Fees due to Vayu do not include any local, state, federal or foreign taxes, levies or duties of any nature, including value-added, sales use or withholding taxes ("Taxes"). Customer is responsible for paying all Taxes, excluding only taxes based on Vayu's net income. If Vayu has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Vayu with a valid tax exemption certificate authorized by the appropriate taxing authority.
  • Vayu may suspend or terminate your rights granted in this Agreement, including the suspension or termination of the access to the Account or any interaction with the Services, if Fees are not settled when due.
• TERM, TERMINATION AND SUSPENSION. some text
  • The Agreement shall be effective as of the Effective Date, and for the term of the Initial Subscription Term and any Renewed Subscription Terms, as agreed by the parties under the Order From (each a “Subscription Term” and collectively, the “Term”). Unless otherwise agreed under the Order From, each Subscription Term shall be automatically renewed for additional twelve (12) months period, unless either party provides the other party with a termination notice at least 30 days prior to the end of the then current Subscription Term. Vayu shall be further entitled to, at least 30 days prior to the end of the Subscription Terms, notify the Customer of amendments to this MSSA or the Order From (include Fees increase) (“Amendments Notice”), and in the event such are not acceptable to the Customer, the parties will negotiate the terms in good faith or otherwise the Customer shall be entitled to terminate the Agreement by providing Vayu with a termination notice, no later than 5 business days following the Amendments Notice, and effective upon the end of the then current Subscription Term .Without derogating from the above, each party may terminate the Agreement in the event the other party is in breach of this Agreement and fails to remedy such breach within thirty (30) days of receipt of written notice from the non-breaching party (“Termination for Cause”). Furthermore, Vayu may terminate the Agreement immediately upon a notice in the event: (i) the Fees, in whole or in part, were not paid by Customer when due, and up to seven (7) days thereafter; or (ii) upon institution of bankruptcy, receivership, legal insolvency, reorganization, or other similar proceedings by or against the Customer under any applicable laws, if such proceedings have not been dismissed or discharged within thirty (30) days after they are instituted.
  • Without derogating from the above, Vayu may suspend Customer’s or any Authorized User’s access to or use of any portion or all of the Services immediately upon a notice, if Vayu reasonably determines that the Customer’s or the Authorized User' use of the Service: (i) poses a security risk to the Service or any third party; (ii) could adversely impact the Service or Vayu Proprietary; (iii) could reasonably create a liability to Vayu or its affiliates; or (iv) is fraudulent. Vayu shall cease such suspension upon either cure of the applicable breach or otherwise the threatened risk was removed.
  • Upon the termination: (i) Customer rights under the Agreement will immediately terminate; (ii) each party will return or destroy other party’s Confidential Information in its possession; and (iii) any sections herein that by their nature should continue to apply following termination shall continue to remain in effect, including payment obligations, if applicable, disclaimer of warranties, limitation of liability, confidentiality and intellectual property rights.
  • Customer acknowledges that upon termination of the Agreement, no access to the Platform shall be granted and thus, it is the Customer responsibility to back up, export and download all Customer Data. Vayu shall delete Customer Data within 30 days following termination, unless agreed with Vayu otherwise, and shall have no liability to the Customer in this regard. Without derogating from the above, backup storage of Customer Data shall be deleted automatically according to Vayu’s deletion cycles and policies.
• PROPRIETARY RIGHTS.some text
  • The Customer retains all ownership and intellectual property rights in and to the Customer Data. Customer grants Vayu the right to host, use, process, display and transmit Customer Data to provide the Services pursuant to and in accordance with the Agreement. Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Data, and for obtaining all rights related to Customer Data required by Vayu to perform the Services.
  • Vayu retains all ownership and intellectual property rights to the Vayu Proprietary and any derivative works thereof (including any future update or version), as well as the Usage Data. If Vayu receives any feedback (e.g., questions, comments, suggestions etc.) regarding the Services (“Feedback”), all intellectual property rights in such Feedback shall belong exclusively to Vayu.
• DATA PROCESSING AND DATA PROTECTIONsome text
  • When using the Service, the Customer grants access to Customer Data, Account Information and Usage Data collected by Vayu as needed for the purpose of the Services or otherwise agreed upon under the Agreement, which may further include collection of data sets considered as “personal data” under applicable laws.
  • With regards to personal data collection and processing under this Agreement, the parties agree as follows: some text
    • Vayu will process and use any personal data included in the Customer Data, on behalf of the Customer subject to, and in accordance with the Vayu Data Processing Agreement available at: __________.
    • Vayu shall have the right, during the Subscription Term and thereafter, to process any Usage Data and Account Information, in accordance with its privacy policy available at: https://www.withvayu.com/privacy-policy.
    • Without derogating from the above, Vayu continuously monitors the Services to facilitate Vayu’s operation of the Services; to help resolve Customer service requests; to detect and address threats to the functionality, security, integrity, and availability of the Services as well as any content, data, or applications in the Services; and to detect and address illegal acts or violations. Vayu monitoring tools do not collect or store any Customer Data residing in the Services, except as needed for such purposes. Data collected by Vayu monitoring tools (excluding Customer Data) may also be used to assist in managing Vayu’s product and service portfolio, to help Vayu address deficiencies in its product and service offerings, and for license management purposes. Vayu may compile statistical and other information related to the performance, operation and use of the Services for research and development purposes. Vayu may make such data publicly available; however, it will not incorporate Customer Data, personal data or Confidential Information in a form that could serve to identify Customer or any individual. Vayu retains all intellectual property rights in such statistical and other information.
• BETA, POC, AND FREE TRIAL SERVICES.some text
  • Vayu may offer Customers free trials, proof-of-concept version or otherwise, to use new features (“Trial Services”). Vayu will be under no obligation to provide Customer any support services with respect to the Trial Services. Vayu makes such Trial Services available to Customer until the end of the trial period as communicated by Vayu (“Trial Services Period”). Vayu grants Customer, during the Trial Services Period, a non-exclusive, nontransferable right to access and use the Trial Services for Customer’s internal evaluation purposes in accordance with the Documentation and subject to the access and use restrictions set forth in the Agreement or any other applicable terms governing the Trial Services. Customer is authorized to use Trial Services only for evaluation and not for any business or productive purposes, unless otherwise pre-authorized by Vayu in writing. Following the Trial Services Vayu is not obligated to keep or store any Customer Data unless Customer purchases a paid subscription. Notwithstanding anything to the contrary, Vayu provides the Trial Services “as is” and “as available” without any warranties or representations of any kind. To the extent permitted by law, Vayu disclaims all implied warranties and representations, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose and non-infringement. Customer assumes all risks and all costs associated with its use of the Trial Services. Customer’s sole and exclusive remedy in case of any dissatisfaction or Vayu’s breach of the Agreement with respect to such Trial Services is termination of the Trial Services which will not affect or derogate from Customer’s obligations and rights under the Agreement for other Services provided to Customer under an effective Ordering Documentation. Any obligations on behalf of Vayu to indemnify, defend, or hold harmless under this Agreement are not applicable to Customers using Trial Services.
  • Vayu may offer pre-release and beta versions of new features of the Service (“Beta Versions”), it is understood that any Beta Versions are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Service. Vayu makes no promises that any Beta Versions will ever be made generally available. In some circumstances, Vayu may charge a fee in order to allow the use Beta Versions, but the Beta Versions will still remain subject to the provisions of this Section 8. All information regarding the characteristics, features or performance of any Beta Versions constitutes Vayu’s Confidential Information. To the maximum extent permitted by applicable law, Vayu disclaims all obligations or liabilities with respect to Beta Versions, including any support, warranty and indemnity obligations. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, THE MAXIMUM AGGREGATE LIABILITY TO YOU IN RESPECT OF BETA VERSIONS WILL BE THE AMOUNT ACTUALLY PAID FOR THE USE OF THE BETA SERVICES, IF ANY.
• CONFIDENTIALITY. some text
  • The Receiving Party may only use the Confidential Information as permitted under the Agreement and in connection with its use or provision (as applicable) of the Service. The Receiving Party will take all reasonable measures to avoid disclosure, dissemination, or unauthorized use of the Confidential Information, including, at a minimum, those measures that Receiving Party takes to protect its own confidential information of a similar nature. Receiving Party shall restrict disclosure of Confidential Information to those of its employees and contractors with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. The non-disclosure and non-use obligations set forth in this Section shall survive the termination or expiration of this Agreement for a period of 3 years and for trade secrets, indefinitely.
• WARRANTIES AND DISCLAIMERS.some text
  • Each party hereby represents and warrants that it has full legal authority to enter into this Agreement.
  • EXCEPT AS SPECIFICALLY PROVIDED UNDER THE AGREEMENT, THE SERVICES, PLATFORM AND DOCUMENTATIONS ARE PROVIDED ON AN “AS IS” AND “AS AVILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. VAYU DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, OR AVAILABILITY, OR TITLE AND NONINFRINGEMENT. VAYU DOES NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT VAYU WILL CORRECT ALL SERVICES ERRORS, OR THAT THE SERVICES OR DOCUMENTATION WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES OR THAT ANY CUSTOMER DATA WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. VAYU IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM CUSTOMER’S OR ITS AUTHORISED USERS ACTS OR OMMISSIONS, CUSTOMER DATA OR THIRD-PARTY APPLICATIONS OR SERVICES.
• LIMITATIONS OF LIABILITY.some text
  • NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF BUSINESS, REVENUE OR PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), DATA, OR DATA USE.
  • VAYU ASSUMES NO RESPONSIBILITY OR LIABILITY FOR: (I) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES; (II) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES INCLUDING ANY MALFUNCTION OR DAMAGE INCURRED AS A RESULT OF CUSTOMER EQUIPMENT OR ANY THIRD-PARTY APPLICATIONS, SERVICE OR NETWORKS; (III) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES AND CANNOT BE REASONABLY DETECTED; AND (IV) ANY LOSS OF DATA OR CONTENT.
  • TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, VAYU’S MAXIMUM LIABILITY FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO VAYU BY THE CUSTOMER FOR THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM DURING THE TWELVE (12) MONTHS PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
  • NOTWITHSTANDING ANYTHING CONTAINED ABOVE, VAYU SHALL HAVE NO LIABILITY RELATING TO TRIAL SERVICES OR ANY SERVICES PROVIDED FREE OF CHARGE.
  • NOTHING IN THIS AGREEMENT SHALL LIMIT EITHER PARTY’S LIABILITY FOR PERSONAL INJURY OR DEATH CAUSED BY THE NEGLIGENCE OF THAT PARTY, OR EITHER PARTY’S LIABILITY IN THE TORT OF DECEIT OR FRAUDULENT MISREPRESENTATION.
• Miscellaneous.some text
  • Assignment. Neither party may assign or otherwise transfer the Agreement or its rights and obligations hereunder to a third party without the other party's prior written consent; provided, however, that Vayu may assign the Agreement at any time without the Customer’s consent in connection with a merger, acquisition, or sale of all or substantially of its business or assets; or to any affiliates or as part of a corporate reorganization. Subject to the foregoing, the Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
  • Entire Agreement. This Agreement (including all exhibits or any terms referred to and incorporated herein) is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the parties, whether written or verbal.
  • Force Majeure. Vayu will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, global pandemic, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
  • Jurisdiction; Governing Law. This Agreement shall be governed and construed by the laws of the State of Israel, without giving rise to any conflict of law provisions therein. The parties hereby agree to the exclusive jurisdiction of the competent courts located within Tel Aviv, Israel.
  • Independent Contractors; Non-Exclusive Rights. The parties are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
  • Notice. Each party may provide the other party with notice by email to the email address listed on the Ordering Documentation. Notices provided via email will be deemed received immediately upon its receipt.
  • No Third-Party Beneficiaries. Except as set forth herein, this Agreement does not create any third-party beneficiary rights for any individual or entity that is not a party to this Agreement.
  • Conflict; Amendments. In the event of any conflict between the terms of the MSSA and the Ordering Documentation, the Ordering Documentation shall prevail. The Agreement may be amended only by a written instrument executed by both parties.
  • No Waivers. Failure by Vayu to enforce any provision of this Agreement will not constitute a waiver of such provision nor limit its right to enforce such provision later. All waivers by Vayu must be in writing to be effective.
  • Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to the effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement, but the rest of the Agreement will remain in full force and effect.
  • Use of Logo and Name. Customer grants Vayu the right to use Customer’s name, logo, trademarks or tradename, solely to indicate the Customer as Vayu’s customer in its website or promotional materials.

‍