1. Intellectual Property Rights. Partner or Customer hereby acknowledges and agrees that it does not and shall not have any rights, interests or claims regarding any software, technology, intellectual property, methods, trade secrets, goodwill, internet resources or any other resource created, owned, licensed by, invented, made, developed, discovered, conceived or used by Sighteer. Sighteer may use any comments, suggestions or feedback that Partner or Customer provides to Sighteer in any manner, without any liability or obligation to Partner or Customer.
2. Nondisclosure; Non-Use. Each party (the “Receiving Party”) may have access to information that is confidential to the other party (“Confidential Information”). Confidential information shall be marked as such in writing. The Receiving Party shall hold all the Confidential Information in strict confidence. The Receiving Party shall not use the Confidential Information except to perform its obligations under the Agreement. The Receiving Party shall not disclose the Confidential Information in any way to any third party without a prior written permission, except (i) as may be required by law or legal process, (ii) to the extent that such information is or becomes generally available to the public other than as a result of a breach of this agreement, (iii) information which was or is independently acquired by the Receiving Party on a non-confidential basis from a third party source, (iv) was in the Receiving Party’s lawful possession prior to the disclosure and had not been obtained by Receiving Party either directly or indirectly from the other party. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees, agents, or independent contractors in violation of the Terms.
3. No Expenses and Taxes. Each party shall bear its own expenses unless agreed in writing on a case-by-case basis. Each party shall be responsible for and pay all taxes, assessments, duties, levies, income or payroll taxes of any kind or nature relating to or arising from the Agreement.
4. Relationships between Parties. In all matters relating to the Agreement, each party will act as an independent contractor. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, nor to represent the other party as agent, employee, franchisee, or in any other capacity. Each party represents, warrants and declares that there are no restrictions, limitations, contractual or statutory or any other factor whatsoever which prevents or restricts or is likely to prevent or restrict the party from fulfilling all its obligations under this agreement.
5. Conduct. Sighteer shall act diligently, faithfully and professionally, but does not guarantee any results from the Deployment.
6. Governing Law/Jurisdiction. The Terms, and all matters arising out of or relating to the Terms, shall be governed by the substantive and procedural laws of the State of Israel and shall be deemed to be executed in Tel Aviv. In the event of any dispute between the parties, such dispute shall be referred within 14 days of the demand of each of the parties to a single agreed upon arbitrator. If the parties are not able to agree on an arbitrator, then the head of the Israeli Bar Association will be asked to appoint one. Arbitration proceedings shall be conducted in Israel. The arbitrator will not be bound by rules of evidence or procedure and will give the reasons for his judgment. The arbitrator’s decision shall be final and binding in any court. Each party to the proceedings shall bear its own expenses; the arbitrator’s fees and expenses shall be borne in equal parts by the parties to the proceedings. This paragraph shall constitute an arbitration agreement between the parties.
7. Severability. In the event any provision of the Terms is held to be invalid or unenforceable, the remaining provisions of the Terms will remain in full force and effect.
8. Limitation of Liability. Neither party will, in no event and under no circumstances, be liable for losses, costs, penalties, attorney fees or for any exposure and/or loss of data, failure in protecting data, business interruption and any special, punitive, indirect, incidental or consequential damages, incurred in any way or in connection with the Terms or the Agreement by the other party or any third person, even if said party has been advised of the possibility of such damages, and whether such damages are sought in contract, tort or any other legal theory (including but not limited to negligence and strict liability). In any event, each party’s total liability, for all claims in connection with the Terms howsoever arising (including by way of negligence or any other theory of law), shall not exceed $10,000 (Ten Thousand) USD. Notwithstanding the above, excluded from this section are each Party’s liabilities (i) under sections 1 and 2 of the Terms; or (ii) related to the payment to Sighteer for the Deployment.
10. Waiver. The waiver by either party of any default or breach of the Terms shall not constitute a waiver of any other or subsequent default or breach.
11. Termination. The parties’ rights and obligations under Section 1, 2, 6 and 8 shall survive termination of the Agreement.
12. Revisions. The current version of the Terms will always be at https://www.sighteer.com/community-terms. While Sighteer may revise the Terms from time to time, the Terms that govern the relationship with Partner or Customer are the latest Terms that were in effect at the time of the signing of the Agreement or the renewal of the Agreement.
13. Entire Agreement. The Terms and the Agreement constitute the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of the Terms.