This End User License Agreement (“EULA”) governs your engagement with Rapydo Technologies Ltd. (“Rapydo”, “we” “our”), with respect to the usage of Rapydo’s proprietary technology, as well as all features available therein (“Product”).
This EULA is a legally binding and an enforceable agreement between you (“Customer” or “you”) and Rapydo. End-User and Rapydo shall each be referred to herein as a “party” and collectively as the “parties”.
ACCEPTANCE OF THE TERMS: BY DOWNLOADING AND REGISTERING TO USE THE PRODUCT, OR BY OTHERWISE USING THE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO THE TERMS OF THIS EULA.YOU AGREE TO BE BOUND BY THIS EULA AND TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS REGARDING YOUR USE OF THE PRODUCT. IF YOU DO NOT AGREE TO ALL OR PART OF THIS EULA PLEASE DO NOT REGISTER, OR USE THE PRODUCT OR ITS FEAUTURES IN ANY MANNER. IF YOU ARE ENTERING INTO THIS EULA ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU HEREBY REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS EULA.
1.SCOPE OF SERVICE
1.1 Our Product functionality is designed to monitor and optimize your database instances. The features that are available through the Product, depends on the applicable Product the you purchased. Subject to the terms herein, Rapydo hereby grants you a limited, revocable, non-exclusive, non-transferable and non-sub-licensable license to use the Product, solely during the Term (as defined below) and solely for the purpose set forth herein (“License”).
1.2 Customer acknowledges that it retains administrative control over to whom it grants access as a user pursuant to this EULA. Customer may specify one users as account admin to manage its account. The Customer undertakes to provide accurate, true and up to date information. Customer shall keep, and cause its users to keep, in strict confidence the login credentials for the user. Customer is responsible for use or misuse of the Product by its users, or any third party within Customer’s control, and for their compliance with this EULA. Customer shall promptly notify Vayu if it becomes aware of any unauthorized use or access to Customer’s account or the Vayu Platform.
1.3 Rapydo will store, process and use the information you provide during the registration process and via your account, in accordance with our privacy policy. It is important to note that, we may use your email address that you provided us during the registration process for the purpose of sending you marketing messages and materials as well as operational messages. You may update and revise some of the information that is included in your account.
2. LICENSE RESTRICTIONS
2.1 You hereby undertake that you will not, and not allow others to: (i) sell, license (or sub-license), lease, assign, transfer, pledge, or share the License granted or any rights under this EULA with any third party except as permitted hereunder; (ii) disassemble, decompile, reverse engineer or attempt to discover the Product’s source code or underlying algorithms; (iii) upload invalid data, viruses, worms, malicious code or other software agents through the Product; (iv) interfere with the proper working or security measures of the Product; (v) bypass the measures Rapydo may use to prevent or restrict access to the Product; (vi) use the Product for any illegal or unauthorized purpose, or that could give rise to any civil liability or other lawsuit; (vii) modify the Product, or insert any code or product, or in any other way manipulate the Product in any way or create any derivative works from the Product; or (viii) use the Product in a manner that violates or infringes any rights of any third party, including but not limited to, privacy rights, publicity rights or intellectual property rights.
2.2 Your failure to comply with the provisions set forth above may result in, at Rapydo’s sole discretion, the termination or suspension of access to the Product as well as the immediate termination of this EULA, without derogating from any other remedy Rapydo may be entitled to under this EULA or any applicable law.
3. REPRESENTATIONS AND WARRANTIES
Each party represents and warrants that it has the full legal authority to enter into and be bound by this EULA and that it has no contractual and/or other hindrance to enter into this EULA and to take upon itself to perform all of its undertakings hereunder.
4. FEES AND PAYMENTS
4.1 Unless otherwise agreed between the Parties, Customer shall pay the subscription fees in accordance with the Products features as detailed in the applicable price page or order form ("Fee"). It is hereby clarified that the pricing presented in the price pages are displayed per DB instance and the total Fee amount to be paid shall be equal to the Product requested multiplied by the DB instance of the Customer. All Fees shall be payable in advance, and due within 30 days from the invoice date, unless otherwise agreed between the Parties.
4.2 You further understand and agree that all Fee payment obligations are non-refundable and non-cancelable. Should you choose to cancel your subscription, your access to the subscription plan will continue through the end of your billing period, as applicable, and expire thereafter. To the extent permitted by applicable law, any fees paid for your purchase of a subscription plan are non-refundable, and we do not provide refunds for any partial subscriptions.
4.3 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.
5. TERM AND TERMINATION
5.1 Unless otherwise agreed between the Parties Your subscription commences on the effective date and shall remain in effect for the period detailed under the subscription package ("Initial Term"). Following the Initial Term your subscription shall be renewed automatically for successive period as the Initial Term period, unless either party gives written notice to the other for the termination of this agreement at least sixty (60) days prior to the expiration of anyterm. Notwithstanding the foregoing, Rapydo may immediately terminate this EULA and any licenses and services provided hereunder if: (i) Rapydo notifies you in writing of a breach and such breach is not cured within thirty (30) days; or (ii) you make an assignment for the benefit of creditors or proceedings are commenced by or for you under any bankruptcy, insolvency, or debtor's relief law. Termination shall not relieve you from your obligation to pay fees that remain unpaid and shall not limit either party from pursuing other available remedies. Upon termination by Rapydo of this EULA or any part thereof, Rapydo shall have no obligation to refund to you any fees paid by you, and you agree to waive, in perpetuity and unconditionally, any and all claims for refunds.
5.2 Upon the expiration or termination of this EULA all rights and licenses granted under this EULA shall immediately terminate and you shall cease your use of the Product. Upon Termination or expiration of this EULA you must delete all copies of the Product must certify in writing to Rapydo that you have un-installed and destroyed all copies of the Product within thirty (30) days of such revocation/expiration. the parties understand and agree that, if Customer violates its obligations hereunder, Rapydo will suffer irreparable injury and shall be entitled to the greater of its actual damages or $150,000, which the parties agree is a reasonable amount as an estimate of the damaged party’s losses and is not a penalty. This Section shall survive the termination of this EULA.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 The Intellectual Property Rights and all other rights, title and interest of any nature in and to the Product or any related documentation made available by or on behalf of Rapydo hereunder (including all modifications, enhancements, upgrades, customizations and derivative works thereof) are and shall remain the exclusive property of Rapydo and its licensors.For the purpose of this Agreement“Intellectual Property Rights” shall mean all intellectual property rights of every kind and description, including without limitation: (i) rights in or to trademarks and service marks (whether or not registered), trade names and other designations of source of origin, together with all goodwill related to the foregoing, (ii) patents and patent applications, (iii) rights in or to copyrights, whether or not registered, (iv) rights in or to trade secrets and confidential information, including without limitation know-how, technology methods, ideas and inventions, (v) rights in software and computer code (whether in source code, object code or any other form) and (vi) all applications and registrations of any of the foregoing.
6.2 Nothing in this EULA shall be construed as transferring any right, title or interest to you or any third party, unless explicitly stated hereunder. Rapydo and its licensors reserve any and all rights not expressly granted in this EULA. The provisions of this section shall remain in full force and effect after termination or expiration of this EULA for whatever reason.
7. INDEMNIFICATION You shall indemnify, defend and hold Rapydo harmless, and its respective affiliates, officers, directors, shareholders, or representatives (“Indemnified Parties”) from any and all demands, judgments, awards, losses, damages, expenses, claims and liabilities, and all related costs, including reasonable legal fees (“Liabilities”) incurred by the Indemnified Parties as a result of or arising out of a third party claim in connection with a breach of this EULA; (ii) your gross negligence, willful misconduct or fraud, or that of your employees', agents', or subcontractors'; and (iii) any breach or violation of applicable law by you.
8. LIMITATION OF LIABILITY AND DISCLAIMER
YOU ACKNOWLEDGE AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY LAW, THE RAPYDO (INCLUDING, WITHOUT LIMITATION, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, COLLECTIVELY: “AFFILIATES”), AS WELL AS ITS VENDORS, DISTRIBUTORS, THIRD PARTY LICENSORS, OR EQUIPMENT AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR DAMAGES FOR LOST PROFITS, INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, DEVICE FAILURE, OR MALFUNCTION, OR DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PRODCUT EVEN IF RAPYDO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, WE WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY FAILURE TO PERFORM, OR DELAY IN PERFORMANCE OF, ANY OF OUR OBLIGATIONS HEREIN THAT IS CAUSED BY AN EVENT OUTSIDE OF OUR CONTROL (I.E., ANY ACT OR EVENT BEYOND OUR REASONABLE CONTROL). IN NO EVENT SHALL RAPYDO AND ITS AFFILIATES' AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THE AGREEMENT AND THE SERVICE, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, EXCEED THE AMOUNT OF THE AGGREGATE CONSIDERATION RECEIVED BY RAPYDO FROM YOU. THIS LIMITATION OF LIABILITY DOES NOT AFFECT THE RAPYDO'S LIABILITY FOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
9. CONFIDENTIALITY In the context of the relationship under this EULA, either party (“Disclosing Party”) may disclose to the other party (“Receiving Party”) certain confidential information regarding its technology and business (“Confidential Information”). The Receiving Party agrees to keep confidential and not disclose or use any Confidential Information except to support its use or provision of the Product. Confidential Information shall not include information that Receiving Party can show: (i) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information: (ii) was received by Receiving Party from any third party without restrictions; (iii) is publicly and generally available, free of confidentiality restrictions; or (iv) is required to be disclosed by law, regulation or is requested in the context of a law enforcement investigation, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperates in order to minimize such requirement. 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 9 shall survive the termination or expiration of this EULA for a period of 3 years.
10. AMENDMENTS
Rapydo reserves the right to modify, correct, or amend this EULA at any time. It is your responsibility to ensure that you are familiar with the most current version of this EULA. Your continued use of the Product following the publication by Rapydo of an amended version of this EULA shall constitute your express agreement to be bound by the amended EULA. Rapydo may provide you with a written notification or display a notice on its website, all at its sole discretion, in the event that a material change was made.
11. MISCELLANEOUS
11.1 Governing Law and Jurisdiction. This EULA and any claim, controversy, or dispute arising out of, related to, or otherwise in connection with this EULA shall be interpreted, construed, and enforced in accordance with the laws of the state of Israel, applied without giving effect to any conflicts of law principles. The parties agree that any lawsuit that may be brought with respect to this EULA shall be brought and tried exclusively in the competent courts located within the state of Israel.
11.2 Relationship of the Parties.Each party hereunder is considered an independent contractor. Nothing herein shall be deemed or construed to create a joint venture, fiduciary or agency relationship between the parties for any purpose.
11.3 Assignment. This EULA may not be assigned or transferred by you without Rapydo's prior written consent.
11.4 Force Majeure. Neither party shall be liable for any delay or failure to perform if and to the extent that such delay or failure to perform is caused or otherwise brought about by circumstances beyond the non-performing Party’s reasonable control, including strikes, lockouts, labor troubles, restrictive government or judicial orders or decrees, riots, insurrection, war, terrorism, Acts of God (including a pandemic), and/or inclement weather, which the non-performing party is unable to prevent by the exercise of reasonable due diligence, and provided that the non-performing party uses its best efforts to overcome any such circumstances.
11.5 Entire Agreement. This EULA, including all exhibits hereto and any links included herein, contains the entire agreement of the parties, and supersedes any prior oral or written agreements or understanding between the parties.
11.6 Severability. Should any one or more of the provisions of this EULA be determined to be invalid, unlawful, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this EULA shall not in any way be affected or impaired by such determination and will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.Waiver.
11.7 Any delay or omission by either party to exercise any right under this EULA shall not be construed to be a waiver of such right. A waiver by either party of any of the performance provisions of this EULA shall not be construed to be a waiver of any succeeding performance or breach. goes here