Subscription Terms

These subscription terms (“Terms”) constitute a legal agreement between: (a) You (referred to herein as “Client”, “You”or “Your”) and (b) Novacy ltd., and its affiliate(s) (“Novacy” or “Company”) which governs the provision of certainServices (as such term defined below) in connection with, as well as Your, and Your Users’ (as such term defined below)use of the Company’s proprietary customer analysis platform designed to allow its users to streamline and optimize communications with their respective Customers (“Platform”) and a dashboard providing information into the previous correspondence with such Customers (“Dashboard”, the Dashboard and the Platform shall be collectively referred to here in as the “Solution”) .

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PLEASE READ CAREFULLY THESE TERMS BEFORE ONBOARDING, INSTALLING, REGISTERING, ACCESSING, OR OTHERWISE USING THE SERVICES PROVIDED TO YOU BY NOVACY. THESE TERMS GOVERN YOUR USE OF THE SERVICES HOWEVER THEY WERE ACQUIRED, INCLUDING WITHOUT LIMITATION DIRECTLY VIA NOVACY, OR INDIRECTLY THROUGH A DISTRIBUTOR, RESELLER, OR OTHER THIRD PARTY ON ITS BEHALF, DURING THE ENTIRE TERM. BY ONBOARDING, INSTALLING,REGISTERING, ACCESSING, OR OTHERWISE USING THE SERVICES, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY ALL THESE TERMS AND REPRESENTING THAT YOU HAVE FULL RIGHT,POWER, AND AUTHORITY TO ENTER INTO AND PERFORM HEREUNDER. IF YOU ARE USING A NOVACY SOLUTION OR RELATED SERVICES ON BEHALF OF A COMPANY OR OTHER ENTITY, THEN “CLIENT” OR“YOU” MEANS THAT ENTITY, AND YOU ARE BINDING THAT ENTITY TO THESE TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL POWER AND AUTHORITY TO ENTER INTO THESE TERMS AND THAT, IF THE CLIENT IS AN ENTITY, THESE TERMS AND EACH ORDER IS ENTERED INTO BY AN EMPLOYEE OR AGENT WITH ALL NECESSARY AUTHORITY TO BIND THAT ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK “ACCEPT” AND DO NOT ON BOARD, INSTALL, REGISTER, ACCESS, OR OTHERWISE USE THE SERVICES. FURTHERMORE, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW.BOTH NOVACY AND YOU MAY INDIVIDUALLY BE REFERRED AS A “PARTY” OR COLLECTIVELY AS“PARTIES”.

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1. SCOPE OF SERVICES
   1. Company’s Solution enables Clients to and their respective representatives who use the Platform on behalf of such Clients (“Client Users”) to receive via our Platform valuable information relating to the communications with their respective customers and their representatives (“Customers” and “End-Users” respectively) thereby allowing ourClients to optimize future communications and streamline their Customer acquisition processes. for the purposes of theseTerms, Client Users and End-Users shall be collectively referred to herein as “Users”.
   2. The Parties shall set forth in the Subscription Order Form that references these Terms (“Order”) all services and deliverables to be provided by Company to Client (“Services”).
   3. The Order shall set forth the relevant commercial terms governing the Services subscription, including without limitation the Subscription Term.
   4. The Order (and any additional Orders mutually executed by the Parties) is hereby incorporated by reference into these Terms.
   5. Unless otherwise expressly set forth in an Order, the Parties agree that the terms and conditions of these Terms shall apply to and govern each Order. In the event of any conflict between these Terms and an Order, these Terms shall govern.

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2. FEES
   1. In consideration for the rights and Services provided to You hereunder, during the Subscription Term You shall pay Novacy the fees set forth in the Order (the “Fees”). The payment of the Fees shall be made in accordance with the payment terms specified in the applicable Order.
   2. All Fees are stated and payable in US Dollars, NIS or other currency as indicated in the Order and are exclusive of any applicable taxes such as Sales Tax (State or Federal) or Value Added Tax (VAT). You will bear and pay all taxes related to or arising from this Agreement, except for those taxes based on Novacy’s income. You may not withhold or set off any Fees due to Novacy. Notwithstanding anything to the contrary stated herein, any additional VAT, sales tax and other similar charges directly related to the or delivery of theItems and that are to be paid by Novacy on Your behalf or on behalf of any of your Users shall be reimbursed by You upon Novacy’s first written request.
   3. Notwithstanding anything stated in the contrary in these Terms and/or any applicable Order, Novacy may designate any new, expanded or additional feature or premium services subject to additional cost, provided thatYou will be able to elect to opt out of such additional, new or expanded feature or service without materially derogating from the Services (and usability thereof) as they were provided prior to the designation of the premium feature or service.

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3. LICENSE RIGHTS; RESTRICTIONS
   1. License.
      Subject to timely payment of the Fees, Novacy grants You subject to full compliance with the terms and conditions set forth herein, a limited, non-exclusive, non-transferable, non-sublicensable (other than with respect to Client Users), revocable right during the Term (as defined hereunder) to access and use the Solution as provided, deployed, installed, and configured by Novacy, solely for your internal organization use, and to make available to your Users the use of the Solution in order to obtain workplace branded merchandise in accordance with Novacy Privacy Policy and in accordance with the instructions set forth in the written materials regarding the Solution issued by Novacy (“Documentation”).‍
   2. Use Restrictions.‍
      1. Unless otherwise expressly provided herein, you agree that you will not, nor will you authorize any Useror third party to: (a) distribute, license, sublicense, sell, otherwise commercialize or provide service susing the Solution to any third party; (b) modify, alter, copy, transfer, emulate or create any derivative works of the Solution or of any part thereof; (c) reverse engineer, decompile, decode, decrypt, disassemble, or in any way attempt to derive source code, know-how or designs from the Service or any part thereof; (d) remove, alter or obscure any copyright, trademark or other proprietary rights notice, on or in, the Service and/or the Documentation; (e) bundle, integrate, or attempt to integrate with theSolution, any third-party software technology other than as expressly permitted in writing by Novacy; (f)use the Service for any benchmarking or for competing development activities, or (g) publish or disclose to any third party any technical features, quality, performance or benchmark test, or comparative analyses relating to the Solution, except for your internal use or as expressly permitted by Novacy in writing.
      2. Without derogating from the foregoing, you shall take commercially reasonable precautions to prevent any unauthorized access and/or unauthorized usage of the Solution. You shall be responsible and liable for any act or omission by any of your affiliates, Users, personnel, and/or otherwise taking place on theSolution account made available to You under this Agreement.
      3. Unless Novacy provides you with a separate express authorization, Novacy strictly prohibits You from making the Solution available to any third party.
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   3. Service Changes.
      Novacy reserves the right to modify, correct, amend, enhance, improve, or make other changes which do not have a substantial adverse effect on the Solution without notice, at any time. In the event of a temporary or permanent discontinuation of the Services, or in the event of a modification to the Solution which is reasonably expected to have a material adverse impact on the Services, Novacy will make reasonable efforts to provide you with reasonable prior written notice in advance. You agree that Novacy shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services in accordance with this Section 3.3.
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   4. Feedback.
      You may provide Novacy with feedback regarding the use, operation, performance, and functionality of the Solution, including without limitation identifying potential errors and improvements (“Feedback”). You hereby grant Novacy a perpetual, irrevocable, worldwide, unlimited, sublicensable, fully paid-up and royalty-free right to use the Feedback in any manner.
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   5. Marks and Use of Name.
      ‍These Terms do not grant you any rights to Novacy’s trademarks or service marks.
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   6. Third Party Software.
      ‍BY ACCEPTING THESE TERMS, YOU CONFIRM AND ACKNOWLEDGE THE UTILIZATION OF THIRD-PARTY SOFTWARE COMPONENTS IN THE SOLUTION INCLUDING WITHOUT LIMITATION, TO THE EXTENT APPLICABLE COMPONENTS LICENSED UNDER FREE OR OPEN-SOURCE LICENSES, AND YOU HERBY CONSENT TO AND ACKNOWLEDGE USE OF SUCH THIRD-PARTY COMPONENTS AND THAT USE OF SUCH THIRD-PARTY COMPONENTS MAY BE SUBJECT TO SEPARATE TERMS, LICENSES AND NOTICES WHICH WILL BE MADE AVAILABLE TO YOU TOGETHER WITH THE SOLUTION. SUCH THIRD-PARTY COMPONENTS ARE UTILIZED ON AN "AS IS" BASIS WITHOUT ANY WARRANTY WHATSOEVER.
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   7. ‍Support.
      ‍Standard maintenance & support may be offered by Novacy as detailed in the Order.

4. ACCOUNT AND REGISTRATION‍
   1. ‍Account Registration. In order to use the Solution, You and Your Users must register and open an admin Novacy Account and a Client User Novacy Account respectively, through the Solution or as otherwise directed by Novacy (each, a “Novacy Account”). To complete the Novacy Account registration, we will require certain information which will include Your and/or to the extent applicable Your Client User’s name, organization name, position phone number, and title.‍
   2. Admin Permissions. The applicable admin User holds and may, to the extent requested by you and enabled by Novacy, delegate, different roles and permissions, if and as enabled by Novacy through the Solution, such as without limitation, allowing certain view and access privileges with respect to certain information and analysis using the Solution, etc. and access to certain functionalities of the Solution all according to the permissions matrix as made available by Novacy from time to time (the “Novacy Permission Matrix”). You are solely responsible for any determinations made to designate or not to designate anyone on Your behalf as having or not having any given Novacy-enabled roles or permissions.‍
   3. Account Security. You (and with respect to each User Novacy Account also, joint and severally with the applicable User) are responsible for maintaining the confidentiality of the login credentials (e-mail and password or any other access method implemented by Novacy) of your Novacy Account and for all activities that occur under such Novacy Account. You agree and undertake to ensure that You and/or any other Users will not disclose Your and/or Your Client Users login credentials to any third party, and You are responsible for any use or misuse performed through the Account (including by any third party if you do choose to disclose these credentials). We reserve the right to temporarily suspend or permanently terminate the Account if we determine that You or any of Your Client Users use or access the Account in a manner which violates these Terms.

5. LIMITED WARRANTY; DISCLAIMERS
   NOVACY REPRESENTS AND WARRANTS THAT THE SOLUTION SHALL OPERATE SUBSTANTIALLY IN ACCORDANCE WITH THE FUNCTIONAL SPECIFICATIONS IN THE DOCUMENTATION. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND/OR THE SOLUTION, IS PROVIDED BY NOVACY "AS IS" AND NOVACY MAKES NO REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, REGARDING THE SOLUTION, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, QUALITY OF INFORMATION, QUIET ENJOYMENT OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INTERFERENCE. YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY CONTAINED IN THESE TERMS.
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6. DATA
   1. All materials that you provide to Novacy in the course of the provision of the Services and the use of the Solution, including but not limited to the Users data, trademarks, or other information (“Your Data”) is and will remain your property. You hereby grant Novacy a worldwide, limited, revocable, non-exclusive right and license to access, use and reproduce Your Data during the Term, and solely for the purposes of providing you with the Services and support pursuant to these Terms and the applicable Order.
   2. You hereby represent and warrant that (i) You have obtained and/or hold any and all necessary rights, licenses, consents and/or permissions, as applicable, to allow Company and its service providers to perform their obligations under these Terms, including without limitation, the use of Your Data as contemplated hereunder, and (ii) any content, information and data (including Your Data) provided to Company under these Terms as well as Your use of the Solution shall be only in accordance with any applicable laws.
   3. Novacy will provide you with the Services in compliance with the Novacy Data Protection Addendum and will maintain and enforce physical and logical security procedures with respect to its access and maintenance of the Novacy Services and any of Your Data stored for the provision of the Services.
   4. ‍Usage Data. You acknowledge that pursuant to Your express consent You provide by accepting these Terms, the Solution may store certain data and analytics information in connection with the routine operation of the Solution, including, performance and usage data (“Usage Data”), and/or technical, statistical and aggregated data resulting from the provision of the Services. Such Usage Data may be used by Novacy for the purposes of providing the Services and for Novacy’s internal use.
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7. PROPRIETARY RIGHTS; CONFIDENTIALITY‍
   1. ‍Proprietary Rights. You agree and acknowledge that, as between You and Novacy, Novacy is and shall remain the sole and exclusive owner of any and all Intellectual Property rights in or pertaining to the Solution and any part thereof, including any modifications, enhancements, improvements, updates and upgrades, and derivative works thereof. “Intellectual Property” shall mean all inventions, ideas, concepts, analyses, (whether patented, or patentable, or not), methods, methodologies, designs, processes, patents, patent applications, rights associated with works of authorship, including copyrights, copyrights applications, copyrights restrictions, moral rights, any information, ancillary materials, devices, results, know-how, and all rights relating to the protection of trade secrets and confidential information; design rights and industrial property rights; mask works, software, all code including source code, object code, firmware, Usage Data; and any other proprietary rights relating to intangible property. Other than as explicitly stated hereunder, no license, express or implied, in or to the Solution, Services and Intellectual Property of Novacy, is granted to you under these terms.
   2. ‍Confidentiality. Each party, on behalf of itself and its agents, employees and representatives (collectively, “Representatives”) shall hold and treat in strict confidence all confidential and proprietary information it learns regarding the other party’s business and any other confidential and proprietary information disclosed by such other party hereunder (“Confidential Information”). Each party and its Representatives shall utilize the other party’s Confidential Information disclosed hereunder for the sole limited purpose of the Services in accordance with these Terms. Without prior written consent from the other party, neither party nor any of its Representatives shall disclose any of the other party’s Confidential Information in any manner whatsoever, in whole or in part, nor use any such Confidential Information other than for the aforementioned purpose, unless compelled by law (and then only to the minimum extent necessary). If a party receives any legal request for any Confidential Information, such party will provide the other party, without undue delay, a copy of such request, in order to give such other party an opportunity to respond and/or object before the party that received the request turns over such information. The undertakings of this Section 7.2 shall not apply to information that (i) becomes generally available to the public other than as a result of a disclosure by the receiving party or its Representatives; (ii) was available to the receiving party on a nonconfidential basis prior to its disclosure to the receiving party by the disclosing party as can be evidenced by receiving party’s dated records; (iii) becomes available to the receiving party on a nonconfidential basis from a source other than disclosing party, provided such source was entitled to make the disclosure to the receiving party; or (iv) was independently developed by the receiving party or its employees without any use or reference to such Confidential Information.
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8. INDEMNIFICATION‍
   1. ‍Indemnifications by Novacy. Novacy shall indemnify and hold you and your respective officers, directors, employees and successors and permitted assigns (“Indemnified Parties”) harmless from and against any costs and damages actually awarded against the Indemnified Parties by a competent court in a final judgment, as a result of, and defend the Indemnified Parties against, any third-party claim that the Solution, or any portion thereof, directly infringes such third party’s Intellectual Property rights. Such obligation is subject to: (i) the Indemnified Parties promptly notifying Novacy in writing of any such claim; (ii) Novacy having the ability to assume sole control of the defense and/or settlement of such claim; (iii) the Indemnified Parties furnishing to Novacy, on request, all reasonable information available to the Indemnified Parties for such defense; and (iv) the Indemnified Parties not admitting fault with respect to any such claim and/or making any payments or concessions with respect to such claim without the prior written consent of Novacy. Novacy shall (i) keep the Indemnified Parties duly informed in connection with the litigation and/or settlement negotiations, and (ii) not execute any settlement covenant that imposes any liability or obligations on the Indemnified Parties without the prior written consent from the relevant Indemnified Parties.
   2. Should the Solution, or any part thereof, become, or in Novacy’s opinion be likely to become, the subject of any infringement claim as specified above, then Novacy will, at its own option and expense either: (i) procure the right to continue using the Solution without infringement; (ii) replace or modify the Solution without non-negligibly reducing its functionality, so that it becomes non-infringing; or (iii) if (i) or (ii) cannot be achieved with by using reasonable commercial efforts, Novacy shall be entitled to terminate your license to use the Solution immediately upon written notice.
   3. Notwithstanding the foregoing, Novacy shall have no liability for any claim of infringement which results from (a) the use of the Solution in violation of any provision of these Terms, (b) your failure to install changes, revisions or new releases as instructed or provided by Novacy at no cost, (c) use of a combination of the Solution or any part thereof with other products, equipment, or software not provided or approved in writing for such use under the Documentation or by Novacy, or (d) modifications of the Solution not made by Novacy, on Novacy’s behalf or without Novacy’s prior written consent.
   4. ‍Your Indemnifications. You agree to defend, indemnify and hold Novacy, its affiliates the respective officers, directors, employees, representatives, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (1) Your and/or Your Users use of, or inability to use the Solution; or (2) violation of these Terms by You, the Users, and/or any one on your behalf.
   5. ‍Exclusive Remedy. This section 8 states the exclusive remedy of the Indemnified Parties and the entire liability of Novacy with respect to infringement claims involving the Solution or any part or use thereof.
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9. ‍LIMITATION OF LIABILITY
   ‍IN NO EVENT WILL NOVACY, NOR ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDER, AND USERS’ (“NOVACY’S PARTIES”) AGGREGATE LIABILITY TO YOU, EXCEED THE AMOUNTS PAID BY YOU TO NOVACY IN RESPECT OF THE SERVICES. IN NO EVENT WILL NOVACY OR NOVACY PARTIES, HAVE ANY LIABILITY TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA OR BUSINESS INFORMATION ARISING FROM THE INSTALLATION, OPERATION, USE OF OR INABILITY TO USE THE SOLUTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR RELATING TO THESE TERMS MAY BE BROUGHT AGAINST NOVACY MORE THAN TWELVE (12) MONTHS AFTER THE TERMINATION OR EXPIRATION OF THESE TERMS.
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10. TERM AND TERMINATION

1. These Terms shall enter into effect upon the Effective Date stated on the Order, and unless terminated earlier in accordance with the stated herein, shall continue until the expiration of the Subscription Period set forth in the Order (the “Subscription Term”). Without derogating from the foregoing, any Order and all rights and licenses granted hereunder in connection therewith shall automatically terminate if You and/or any of Your Users breach the terms hereof and such breach is not cured within seven (7) days of provision of a written notice thereof by Novacy.

2. Sections 3.2, 3.4, 3.5, 3.6, 5, 6, 7, 8.2, 8.3 and 10 will survive any termination or expiration of any applicable Order and these Terms. In the event of that Novacy reasonably believes that You and/or any of Your Client Users are breaching or have breached these Terms, Novacy may temporarily suspend or terminate Your and/or any of your Users access to the Solution, in addition to any other remedies that may be available to Novacy under any applicable law.

3. Upon termination or expiration of the Subscription Term all rights and license provide to You and/or any of Your Users hereunder shall immediately terminate and You and/or any of Your Users shall immediately cease any and all use and/or access to the Solution.

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11. BILLING, PLAN MODIFICATIONS AND PAYMENTS

1. Unless otherwise indicated on a Form referencing these Terms and subject to Section 11.2, all charges associated with Your access to and use of the Service (“Subscription Charges”) are due in full upon commencement of Your Subscription Term. If You fail to pay Your Subscription Charges or charges for other services indicated on any Form referencing these Terms within five (5) business days of Our notice to You that payment is due or delinquent, or if You do not update payment information upon Our request, in addition to Our other remedies, We may suspend or terminate access to and use of the Service by You, Users and End-Users

2. If You choose to upgrade Your Service Plan or increase the number of authorized Users during Your Subscription Term (a “Subscription Upgrade”), any incremental Subscription Charges associated with such Subscription Upgrade will be prorated over the remaining period of Your then-current Subscription Term, charged to Your Account and due and payable upon implementation of such Subscription Upgrade. In any future Subscription Term, Your Subscription Charges will reflect any such Subscription Upgrades

3. No refunds or credits for Subscription Charges or other fees or payments will be provided to You if You elect to downgrade Your Service Plan. Downgrading Your Service Plan may cause loss of content, features, or capacity of the Service as available to You under Your Account, and Novacy does not accept any liability for such loss. Novacy reserves the right to contact You about special pricing if You maintain an exceptionally high number of Users, End-Users or other excessive stress on the Service.

4. Unless otherwise stated, Our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes accessible by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes except those assessable against Novacy based on its income. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced.

5. If You pay by credit card, the Service provides an interface for the account owner to change credit card information (e.g. upon card renewal). The Account owner will receive a receipt upon each receipt of payment by Novacy, or they may obtain a receipt from within the Service to track subscription status. You hereby authorize Novacy to bill Your credit card or another payment instrument in advance on a periodic basis in accordance with the terms of the Service Plan until you terminate your Subscription, and you further agree to pay any Subscription Charges so incurred. Novacy uses a third-party intermediary (BlueSnap) to manage credit card processing and this intermediary is not permitted to store, retain or use Your billing information except to process Your credit card information for Novacy.

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12. ‍ CANCELLATION AND TERMINATION

1. Either You or Novacy may elect to terminate Your Account and subscription to the Service as of the end of your then-current Subscription Term. Unless Your Account and subscription to the Service is so terminated, Your subscription to the Service will renew for a Subscription Term equivalent in length to the then expiring Subscription Term. Unless otherwise provided for in any Form, the Subscription Charges applicable to Your subscription to the Service for any such subsequent Subscription Term shall be Our standard Subscription Charges for the Service Plan to which You have subscribed as of the time such subsequent Subscription Term commences.

2. No refunds or credits for Subscription Charges or other fees or payments will be provided to You if You elect to terminate Your subscription to the Service or cancel Your Account prior to the end of Your then effective Subscription Term. Following the termination or cancellation of Your subscription to the Service and/or Account, We reserve the right to delete all Your Data in the normal course of operation. Your Data cannot be recovered once Your Account is canceled.

3. If You terminate Your subscription to the Service or cancel Your Account prior to the end of Your then effective Subscription Term or We effect such termination or cancellation as per Section 12.4, in addition to other amounts You may owe Novacy, You must immediately pay any then unpaid Subscription Charges associated with the remainder of such Subscription Term. This amount will not be payable by You in the event You terminate Your subscription to the Service or cancel Your Account as a result of a material breach of these Terms by Novacy, provided that You provide advance notice of such breach to Novacy and afford Novacy not less than thirty (30) days to reasonably cure such breach.

4. Novacy reserves the right to modify, suspend or terminate the Service (or any part thereof), Your Account or Your and/or Users’ and/or End-Users’ rights to access and use the Service, and remove, disable and discard any of Your Data if We believe that You, Users or End-Users have violated these Terms. Unless legally prohibited from doing so, Novacy will use commercially reasonable efforts to contact You directly via email to notify You when taking any of the foregoing actions. Novacy shall not be liable to You, Users, End-Users or any other third party for any such modification, suspension or discontinuation of Your rights to access and use the Service. Any suspected fraudulent, abusive, or illegal activity by You, Users or End-Users may be referred to law enforcement authorities at Our sole discretion.

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13. Invoices and Payment Terms

1. Invoices and Payment. By providing a credit card or other payment method accepted by Novacy (“​Payment Method”) for the Services, Customer agrees that Novacy is authorized to charge to the elected Payment Method all applicable Fees when due, and any other charges Customer may incur in connection with Customer’s use of the Services. For all purchased Services, the Payment Method will be charged on a monthly basis or at the interval indicated in the applicable Order Form. If Novacy does not collect a Payment Method from Customer at the time of purchase, Novacy will invoice Customer for the charges at the email address on file with Novacy. Customer will pay all invoiced amounts within thirty (30) calendar days of the invoice date. Unless otherwise specified in an Order Form, Customer will pay all Fees on a monthly or annual, prepaid basis. Overdue invoices are subject to a finance charge of 1.5% per month or the maximum permitted by law, whichever is lower, plus all expenses of collection

2. Taxes. Customer is solely responsible for the payment of all taxes, assessments, tariffs, duties, or other fees imposed, assessed, or collected by or under the authority of any governmental body arising from Novacy’s provision of the Services hereunder (collectively, “Taxes”), except any taxes assessed upon Novacy’s net income. If Novacy is required to directly pay Taxes related to Customer’s use or receipt of any Services, Customer agrees to promptly reimburse Novacy for any amounts paid by Novacy.

3. Free Trials. If Customer provides billing information when signing up for the Free Trial, Customer will not be charged by Novacy until the Free Trial has expired. On the last day of the Free Trial period, unless Customer previously canceled its Services by contacting Novacy at support@novacy.io, Novacy reserves the right to automatically charge Customer Fees applicable to the type and quantity of Services provided to Customer during the Free Trial, at Novacy’s then-applicable rates.

4. Credits. Novacy may, at its sole discretion, choose to offer credits for the Subscription Services in various ways, including but not limited to, coupons, promotional campaigns, and referrals for Novacy services such as training. Novacy reserves the right to award credits at its sole discretion. Credits have no monetary or cash value and can only be used by Customer to offset Customer’s subsequent payments of Fees for the Subscription Services. Credits may only be applied to Fees due for the Subscription Services specifically identified by Novacy when issuing the credit. Credits can only be used by Customer and are non-transferable. To the extent that Customer has been awarded credits, unless the instrument (including any coupon) states an earlier expiration date, credits shall expire and no longer be redeemable twelve (12) months from the date the credit was issued.

5. Nonperformance by Novacy of any of its obligations hereunder will be excused and shall not constitute a breach of this Agreement, to the extent such failure to perform is arising out of any reasons beyond the reasonable control of Novacy.

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14. ‍FORCE MAGEURE
    Nonperformance by Novacy of any of its obligations hereunder will be excused and shall not constitute a breach of this Agreement, to the extent such failure to perform is arising out of any reasons beyond the reasonable control of Novacy.
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15. General
    In the event any provision or part of these Terms is held to be invalid or unenforceable by any court of competent jurisdiction, it shall be amended to the extent required to render it valid, legal and enforceable, or deleted if no such amendment is feasible, and such amendment or deletion shall not affect the enforceability of the other provisions hereof; No waiver of any breach of these Terms will be a waiver of any other breach, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemeda waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches; These Terms supersede all previous agreements or representations, written or oral, with respect to the subject matter hereof between you and Novacy. These Terms may not be modified or amended except in writing signed by a duly authorized representative of each party; The validity, interpretation, and performance of these Terms shall be controlled by and construed under the laws of the State of Israel as if performed wholly within Israel and without giving effect to the principles of conflicts of laws. The Parties hereby consent to the exclusive jurisdiction of the courts of Tel Aviv, Israel.