OPERATIONS AND DATA INTEGRITY (ODI) LTD. (“odix”)
“Affiliate” means any entity directly or indirectly controlling, controlled by or under common control with another entity.
“Control” means the power to direct the management and policies of an entity, through ownership of voting securities, by contract, or otherwise.
“Customer” or “You” means the person accepting these Terms, either for itself or on behalf of a legal entity.
“Documentation” means operating manuals, user guides and other technical literature supplied with the Product to aid the use of the Products by the Customer.
“Product” means the odix proprietary FileWall™ for Exchange Online and the services and products identified in the Order, and any new releases, updates or versions thereof made available by odix.
“Order” means the online subscription/order document/form entered by Customer and odix for the license of the Product via the Marketplaces and related services incorporated herein by reference.
“NFR” means not for resale license provided to FileWall’s certified partners in zero cost subscription for their internal use only. The NFR license is granted at no cost as long as the partner and/or reseller is an active authorized partner.
2. Acceptance of Terms
(a) By, accessing, activating and/or using the Product, by using any service odix may provide and/or make available from time to time, by executing an Order, You confirm that You have read, understood and agreed to be bound by, and comply with, these Terms. If you are accessing and/or using the Product on behalf of a legal entity which is the Customer, You agree to these Terms on behalf of such legal entity, and you represent that you have the authority to bind such legal entity to these Terms.
(b) odix may change these terms at any time by posting the revised version of these Terms, which revised terms shall be effective upon such posting. Your continued use of the Product shall be considered your acceptance of the revised Terms. If You do not agree to be bound by the revised Terms, please cease using the Product.
3. License Grant
(a) Subject to Customer’s compliance with all terms and conditions of these Terms, and subject to Customer’s full and timely payment of all fees specified in the Order, odix grants the Customer a limited, revocable, non-transferable, non-exclusive license (with no right to sublicense) to use the Product for Customer’s internal business purposes during the term set out in the Order. odix and its licensors reserve all rights not expressly granted to Customer in these Terms. Customer’s use of the Product may be limited to quantities, geographical territory(ies), number of users, and any other parameters set out in the Order (“Usage Parameters”).
(b) Customer shall not (a) transfer, sublicense, sub-distribute, lease, assign, lend, resell, rent or otherwise redistribute the Product or any part thereof to any third party, except solely for activation to Customers by FileWall’s authorized resellers; (b) copy or translate the any Documentation included with the Product; (c) make copies of the Product; (d) modify or alter the Product, including but not limited to, modify the Product to make it operate on non-compatible hardware; (e) reverse engineer, disassemble, decompile, decode, or in any manner extract any source code from the Product or create derivative works based on the Product; (f) remove, alter, obscure or cause not to be displayed, any trademarks, copyright notices, legends, proprietary restrictions, product identification, or start-up messages appearing on the face of or contained in the Product, or (g) use the Products in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms or in violation of any applicable law, (h) circumvent any controls or security measures of the Product or any part thereof.
4. Term and Termination
(a) The term of these Terms commences upon the earlier of: (i) the date on which Customer accepts these Terms; (ii) by Customer executing the Order, or (iiI) by, accessing, activating and/or using the Product, and shall continue until the earliest of the following: (i) the lapse of the license period set forth in the Order, (ii) fourteen (14) days after odix gives Customer written notice of Customer’s breach of any provision of these Terms (other than Customer’s breach of Sections 3, 5 or 14, which breach shall result in immediate termination) unless Customer has cured such breach during such fourteen (14) days’ period; (iii) immediately if Customer files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors, or a petition for the opening of insolvency proceedings or similar proceedings if filed against the Customer.
(b) odix may suspend use of the Product without terminating these Terms during any period of breach and upon notice of suspension.
(c) Upon expiration or termination of these Terms, for any reason whatsoever, Customer’s license to use the Product shall immediately expire and Customer shall immediately cease all uses of the Product and Documentation.
(d) Termination of these Terms will not relieve Customer from its obligation to pay all fees that remain unpaid under an Order. All amounts due under any unpaid invoices will become due and payable immediately upon termination.
(e) Any provisions of these Terms providing for license restrictions, limitations on liability, indemnity, confidentiality, governing law and jurisdiction, the provisions which protect the proprietary rights of odix and those terms which by their nature were intended to survive any termination of these Terms shall remain in force after the termination of these Terms.
5. Proprietary Rights
Other than the limited license to use the Product granted under Section 3, no other right, title or interest, of any kind or nature, in or to the Product, any odix software, technology and/or any other intellectual property rights of odix, and/or any part thereof, are transferred, conveyed and/or granted to Customer by virtue of these Terms or otherwise. All title, rights and interests, including without limitation, all intellectual property rights in and to the Product remain exclusively vested in, and be the sole and exclusive property of, odix or its licensors.
6. Product Warranty & Disclaimers
(a) Subject to any other limitations and exceptions set forth in these Terms, odix warrants that when properly used for the purpose and in the manner authorized by these Terms the Product will substantially conform to the Documentation.
(b) ODIX DOES NOT WARRANT THAT THE PRODUCT WILL MEET CUSTOMER’S BUSINESS REQUIREMENTS OR THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE. THE WARRANTY DOES NOT APPLY: (I) IF THE PRODUCT IS NOT USED IN ACCORDANCE WITH THE DOCUMENTATION; OR (II) ANY MISUSE OR OTHERWISE ANY USE OF THE PRODUCT IN VIOLATION OF THESE TERMS, THE USAGE PARAMETERS OR THE ORDER.
(c) EXCEPT FOR THE EXPRESS LIMITED WARRANTY STATED ABOVE THE PRODUCT IS PROVIDED “AS IS”. EXCEPT AS RESTRICTED BY LAW, ODIX DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCT AND ANY SERVICES FURNISHED IN CONNECTION WITH THESE TERMS, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY OR MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NONINFRINGEMENT.
CUSTOMER UNDERSTANDS THAT A PROPER USE OF THE PRODUCT REQUIRES A STABLE API ENVIRONMENT, AND , ACCORDINGLY, CUSTOMER AGREES THAT ODIX WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM THIRD PARTY’S HARDWARE, SOFTWARE, COMMUNICATIONS SERVICES OR MATERIALS, OR FROM TECHNICAL PROBLEMS, INCLUDING WITHOUT LIMITATION IN CONNECTION WITH, THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION, DELAYS OR INTERRUPTIONS OR OVERLOAD OF SERVERS), ANY TELECOMMUNICATIONS, INTERNET PROVIDERS OR OTHER THIRD PARTY SERVICE PROVIDERS.
odix shall provide technical assistance for Product’s bug/error fix, to be provided pursuant to odix’s support and technical services, as shall be from time to time. odix support team may be reached by email to FileWallSupport@odi-x.com.
8. Use & Security of Personal Data
(a) Customer acknowledges that the use by Customer of the Products may involve the processing by odix, on Customer’s behalf, of certain metadata and of personal data of certain data subjects, including, but not limited to, Customer’s clients, employees and service providers.
(c) If you are using this Product through your employer, note it is your employer’s responsibility to provide you with any notices and/or acquire any consent that might be required by data protection laws for Odix processing of your personal information.
9. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN CONTAINED, EXCEPT FOR LOSSES RESULTING FROM: (I) FRAUD OR FRAUDULENT MISREPRESENTATION OR (II) DEATH OR PERSONAL INJURY ARISING FROM ODIX’S GROSS NEGLIGENCE: (A) UNDER NO CIRCUMSTANCES AND REGARDLESS THE NATURE OF ANY CLAIM WILL ODIX OR ANY OF ITS AFFILIATES, EMPLOYEES, DIRECTORS, OR OFFICERS, BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, MORAL OR EXEMPLARY DAMAGES, AND/OR FOR LOSS OF PROFITS OR REVENUES, ANTICIPATED SAVINGS, INTERRUPTION OF BUSINESS, LOSS OR CORRUPTION OF DATA, LOSS OF OPPORTUNITIES OR ANY INDIRECT ECONOMIC LOSSES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER ODIX SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING; (B) UNDER NO CIRCUMSTANCES AND REGARDLESS THE NATURE OF ANY CLAIM WILL ODIX OR ANY OF ITS AFFILIATES, EMPLOYEES, DIRECTORS, OR OFFICERS TOTAL, AGGREGATE LIABILITY, IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHERWISE, ARISING BY REASON OF OR IN CONNECTION WITH THESE TERMS OR ANY USE OF THE PRODUCT EXCEED, FOR ALL EVENTS AND CAUSES OF ACTION TOGETHER, AN AMOUNT GREATER THAN THE FEES PAID BY CUSTOMER TO ODIX FOR THE PRODUCT DIRECTLY CAUSING THE DAMAGES DURING THE 12 MONTHS PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Customer agrees to indemnify and hold odix and its Affiliates, employees, directors, and officers harmless from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from: (i) any violation by Customer of any provision in these Terms; (ii) actions against odix by any third parties in connection with Customer’s acts or omissions hereunder, and (iii) any other claim in connection with Customer’s use of the Product.
(a) “Confidential Information” means any technical, financial, or business information disclosed by one party hereto to the other party hereto that: (i) is marked or identified as “confidential” or “proprietary” at the time of such disclosure; or (ii) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. odix Confidential Information includes information related to the Product, including the pricing thereof, customers, and any data or information that odix provides to Customer in the course of providing the Product to Customer. Customer Confidential Information includes the information captured by Customer’s use of the Product. Confidential Information excludes information that: (i) is now or hereafter becomes generally known or available to the public, through no breach of the receiving party’s confidentiality obligations; (ii) was known, without restriction as to use or disclosure, by the receiving party prior to receiving such information from the disclosing party; (iii) is acquired by the receiving party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (iv) is independently developed by the receiving party without use or knowledge of or reference to any Confidential Information of the disclosing party.
(b) The receiving party agrees: (i) to maintain the disclosing party’s Confidential Information in strict confidence; (ii) not to disclose such Confidential Information to any third parties (except for any agents of receiving party in performing under these Terms under reasonable confidentiality obligations); and (iii) not to use any such Confidential Information for any purpose except to perform under these Terms or as authorized by the disclosing party. Notwithstanding anything to the contrary in these Terms, the receiving party may disclose the disclosing party’s Confidential Information to the extent required by law or regulation, provided that the receiving party uses reasonable efforts to give the disclosing party advance notice of such requirement and reasonably cooperates with the disclosing party at the disclosing Party’s expense in preventing, limiting, or protecting such disclosure.
12. Governing Law and Jurisdiction
These Terms shall be governed and construed in accordance with the laws of the State of Israel, without giving effect to its conflict of law provisions, and the courts in Tel Aviv, Israel, shall have sole and exclusive jurisdiction over any conflict and/or dispute arising out of or in connection to these Terms. Notwithstanding the foregoing, odix reserves the right to take action, as a plaintiff, against Customer in any competent courts of the territory where Customer maintains a presence, in which case the law governing these Terms and the interpretation hereof shall be the laws of the specific country where odix has taken such action against Customer.
These Terms together with any Order constitute the entire understanding between Customer and odix regarding the Product, and supersede all prior discussions, representations, understandings, or agreements, whether oral or in writing, between the parties with respect to the Product. Customer may not assign these Terms or any rights or obligations hereunder, by contract, operation of law, change of control, or in any other manner, without the prior written consent of odix. odix may freely assign its rights and/or obligations under these Terms to any third party. All assignments or attempted assignments in violation of this Section shall be null and void. Unless expressly agreed to in writing by odix, no terms in any Order or other document delivered by Customer shall be deemed to amend these Terms and any such additional or inconsistent terms shall be deemed unacceptable to and rejected by odix. If any provision of these Terms shall be held by a court of law of competent jurisdiction to be unenforceable, the remaining provisions shall remain in full force and effect and, to the extent allowed and practicable, the unenforceable provision shall be modified so as to be enforceable consistent with its original intent and economic effect. odix shall not be responsible, nor shall be deemed to have defaulted under or breached these Terms, for any failure to perform or delay in performing its obligations under these Terms due to any event or circumstance beyond odix’s reasonable control, such as war, hostilities, act of God, earthquake, flood, fire, or other natural disaster, strike or labor conditions, material shortage, epidemic, disease, government action, force majeure, or failure of utilities, transportation facilities, or communication or electronic systems. The headings and captions used in these Terms are for convenience only, and shall not affect the interpretation of the provisions of these Terms. References to “Sections” are to section of these Terms. Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders. Any phrase introduced by the word “including”, “include” or any similar expressions shall be construed as illustrative and the words following any such word shall not limit the sense of the words preceding such words.
Last Update: January 2021