The technology easily pays for itself, and the improved response times and customer service make it a clear winner.

Within the few months since we launched nanoRep, the number of calls into our call center declined, with an increase in our customers' satisfaction.

nanoRep is like the ATM of support providing robust self-service and ensuring that our customers get what they need, 24/7!

Our investment in nanoRep has had positive ROI from day one and I strongly recommend it to any organization striving to deliver superior support to its customers.

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nanorep Technologies – License Agreement

Terms and Conditions

The terms "nanorep", "us", and "we" (and correlative terms such as "our") all refer to nanorep Technologies Ltd., whose registered offices are in Herzliya, Israel. If you are making an on-line order or purchase of any of nanorep's web-based customer care and knowledgebase services, together with any software included therein (the "Services"), the following applies:

THIS LICENSE AGREEMENT GOVERNS THE USE OF NANOREP'S SERVICES. BEFORE YOU CHECK THE "I AGREE" CHECKBOX AT THE END OF THE PURCHASING PAGE FROM WHICH YOU WERE DIRECTED, PLEASE READ THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT CAREFULLY. BY CLICKING ON THE "I ACCEPT THESE TERMS AND CONDITIONS" CHECKBOX, YOU ARE AGREEING TO BE BOUND BY ALL THE TERMS HEREOF. IF YOU DO NOT AGREE, PLEASE LEAVE THE CHECKBOX UNCHECKED. IN SUCH CASE, YOU MAY NOT USE THE SERVICES.

THIS LICENSE AGREEMENT CONSTITUTES A BINDING CONTRACT BETWEEN NANOREP, THE PROPRIETOR OF ALL RIGHTS IN AND TO THE SERVICES, AND YOU – THE LEGAL ENTITY (COMPANY, PARTNERSHIP, OR OTHER LEGAL ENTITY) OR INDIVIDUAL INSTALLING OR USING THE SERVICES, OR SUCH LEGAL ENTITY OR INDIVIDUAL ACQUIRING A LICENSE TO THE SERVICES AS IDENTIFIED IN THE ORDER FORM. THE TERMS "YOU" AND "YOUR" WILL APPLY TO SUCH LEGAL ENTITY OR INDIVIDUAL.

  • You represent and warrant that you have the adequate legal capacity to enter into this End User License Agreement (together with nanorep's Privacy Policy and our Terms of Service as described below, as well as any Order Form you may execute with nanorep - this "Agreement"). You further represent and warrant that you will use the Services only for lawful purposes and in accordance with this Agreement, and that you will not use the Services to violate any law, regulation or ordinance or any right of nanorep (defined below) or any third party, including, without limitation, any right of privacy, publicity, copyright, patent, trademark or otherwise. Without limiting the generality of the foregoing, you must use the Services in strict compliance with any law, rules and regulation governing export control, consumer protection, unfair competition, antidiscrimination or false advertising. It is your sole responsibility to make certain that your use of the Services complies with any and all applicable laws, rules and regulations. You further represent and warrant that you are of legal age to enter into a binding contract with nanorep.
     
  • We may employ various technological measures to enforce license restrictions. You must not remove or attempt to remove or circumvent any such measures.
     
  • The Services are being licensed to you on a personal, limited, temporary, revocable (pursuant to the terms hereof), non-exclusive, non-assignable and non-transferable basis by nanorep, subject to your due payment of all applicable license fees, and are provided to you on an "AS IS" basis, for the sole purpose of using the Services as provided hereunder, and only for lawful purposes.
     
  • If you select to download a free trial version of the Services, and any software included therein, you will be able to use them only for a limited period of thirty (30) days from installation ("Trial Period"). The Trial Period will be prolonged for such period of time as shall be determined by nanorep at its sole discretion. Unless you pay the applicable license fee as set forth in the Order Form (defined below), and receive nanorep's written permission, your use of the Services will automatically expire at the end of your Trial Period. In the event that you pay the applicable license fees and receive nanorep's authorization, your license to use the Services will continue for as long as the applicable license fees are paid, subject to nanorep's continuing authorization and to the terms of the Agreement.
     
  • The following are the terms under which we will provide the Services to you. This Agreement sets forth the business and legal terms under which nanorep will provide the Services to you (the "Client"), as identified by you, by filling in the appropriate information on the nanorep web site when placing your order ("Order Form") or as otherwise provided to our representatives. nanorep may introduce, at its discretion, new or additional functionalities and/or features to the Services (including to those versions already installed), without prior notice. You agree to receive such updates or upgrades (and permit nanorep to deliver these to you with or without your knowledge) as part of your use of the Services. nanorep also reserves the right to remove any existing functionalities and/or features, provided that in the event such removal significantly impacts the Services, nanorep will endeavor to provide you with advance notice of the changes.
     
  • In addition to the terms and conditions hereunder, the Service will be provided on the basis of the information you provide and options you select in your Order Form. Additional terms may apply to particular Services or Service options, as described in the Order Form. The Services will be provided according to nanorep’s privacy policy ("Privacy Policy") and our website's terms of service ("Terms of Service"), as may be updated from time to time by nanorep. You can find the up-to-date terms of both on nanorep’s website under the links titled "Privacy Policy" and "Terms of Service", respectively. The Privacy Policy and the Terms of Service are incorporated herein by reference, and by clicking on "I ACCEPT THE TERMS AND CONDITIONS" below, you agree to be bound thereby.
     
  • nanorep may make changes to this Agreement from time to time at its sole discretion, by publishing an updated version hereof on its website, and without providing notice. Your continued use of the Services indicates your acceptance of any such updated Agreement terms. You may be asked to click to accept updated Terms, and in such an event, your failure or refusal to do so will entitle nanorep to terminate this Agreement and to stop providing the Services to you.
     
  • The term of this Agreement will be concurrent and coterminous with the term of your use of the Services as authorized under and described in the Order Form. Either you or nanorep may terminate this Agreement if a material breach by the other party occurs and remains uncured thirty (30) days after notice of that breach. nanorep, at its sole discretion, may terminate your access to and use of the Services immediately if you take actions, or fail to act, in a way that nanorep reasonably believes may cause it damage and/or liability, or if the provision of the Services to you by nanorep is, in nanorep’s sole opinion, no longer commercially viable.
     
  • nanorep charges license fees for the Services ("License Fees"). The License Fees for the Services will be as described in the Order Form. License Fees shall be exclusive of VAT, sales or other taxes. If any taxes are payable with respect to the License Fees, you will be solely responsible to pay them (except VAT, which will be added to the amount of the License Fees if and at the rate applicable), and nanorep will itemize them for you upon request.
     
  • In the event that you opt to pay the License Fees by credit card and your credit card expires or is declined, nanorep may stop providing the Services to you until you provide a valid credit card number, and may charge you any fees or costs that it incurs as a result. If nanorep continues to provide the Services to you despite the invalidity of your credit card, you will be responsible for paying any License Fees (and any other applicable fees as described herein) due for the applicable period in which the Services are provided. All fees charged hereunder, including the License Fees, are non-refundable. License Fees are not based on actual usage, so even if you do not use the Services, you will not be entitled to a refund.
     
  • You shall not disclose to the public or any third party the terms and conditions or special pricing provisions contained in your Order Form, other than with the prior express written consent of nanorep. Any special offers or discounts offered to you shall be valid and applicable for the duration of the Initial Term or the then-current Term Extension (as defined in the Order Form), as applicable.
     
  • In addition to any other rights granted to nanorep herein, nanorep reserves the right to suspend or terminate this Agreement and your access to the Services immediately in the event that your account becomes delinquent. Delinquent payments are subject to the interest of 1.5% per month, compounded quarterly, on any outstanding balance.
     
  • If you believe that nanorep has billed you incorrectly, you must notify nanorep in writing no later than thirty (30) days after the billing date of the first billing statement in which the alleged error or problem appeared. nanorep will consider any such claim in good faith and, if uncontested, it shall set-off the amount of overbilling from the next monthly payment.
     
  • For the duration of the provision of Services and for five (5) years thereafter, any written (including in electronic form) or oral material provided by nanorep to you in the course of or in connection with the Services, as well as any confidential information (explicitly designated in writing as such) provided by you to nanorep in connection herewith, represent confidential information of the respective disclosing party and shall be treated by the receiving party in a confidential manner, and shall not be disclosed to any third party without the express written permission of the disclosing party. Such proprietary and confidential information shall be used by the receiving party only to the extent reasonably required for the provision or implementation of the Services. In the event that the receiving party is required to disclose any confidential information under any law, regulation, or by order of a court or other competent authority, the receiving party shall promptly notify the disclosing party in writing of any such requirement, and to the extent disclosure is required, it shall be made to the minimum extent permissible by law.
     
  • Any data that you provide to nanorep may be used by nanorep solely to provide the Services, and nanorep shall not forward, disclose or use such data for any other purposes, all subject to the Privacy Policy and the Terms of Service. nanorep may also display your names, trademarks or logos (in the form provided by you) on a customer reference page, or otherwise as may be necessary for nanorep’s marketing efforts or for the provision of Services hereunder. This Agreement does not assign or transfer any intellectual property right to or from you or nanorep (however, any suggestion or feedback provided by you shall become the exclusive property of nanorep). You and/or your licensors shall maintain all rights in the data provided by you, shall remain responsible at all times for the content of such data, and may download, alter or delete it at any time. If this Agreement expires or is terminated, nanorep will have no obligation to maintain or forward to you any of your data. We recommend that you prepare your own data backups.
     
  • All rights, title and interest in and to the Services, including, without limitation, patents, copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights, and any goodwill associated therewith, are exclusively owned by nanorep. Other than what is expressly granted to you by this Agreement, We do not grant you any other rights to patents, copyrights, trademarks (whether registered or unregistered), trade names, trade secrets, domain names or any other rights, functions, licenses or content with respect to or in connection with the Services.
     
  • Nothing in this Agreement constitutes a waiver of our intellectual property rights under any law. The license of the Services to you pursuant to this Agreement gives You a limited right to use the Services but does not constitute a sale of the Services to you. Use of the Services in violation of the limited license granted hereunder or restrictions imposed in this Agreement will result in the termination of this license and may expose you to claims for damages. You agree to take all reasonable steps to prevent unauthorized copying, use or disclosure of the Services.
     
  • THE SERVICES MAY CONTAIN OR RELY UPON CERTAIN THIRD PARTY SOFTWARE COMPONENTS NECESSARY FOR ITS EXECUTION. THE LICENSES GRANTED TO YOU UNDER THIS AGREEMENT DO NOT COVER YOUR USE OF THIRD PARTY SOFTWARE. YOU ACKNOWLEDGE AND AGREE THAT ANY ACCESS TO AND USE OF SUCH THIRD PARTY SOFTWARE MAY REQUIRE, IF REQUESTED, ADDITIONAL LICENSING FROM THE RESPECTIVE OWNERS OR LICENSORS OF SUCH THIRD PARTY SOFTWARE.
     
  • Your accounts are your responsibility only. The Service allows Clients to set up accounts for use by them, directly or through their representatives. You are solely responsible for all activity occurring via these accounts. You should ensure that all passwords for your accounts are kept confidential, because you will be responsible for any unauthorized use thereof. You must also ensure that your accounts are not used in any way that is contrary to law. nanorep will not be liable for any loss that you may incur as a result of someone else using your password, account, or account information, or any services or materials, either with or without your knowledge. When payment is made by credit card, processing of on-line orders and financial information and data (including payment collection) is done exclusively via BlueSnap. Your obligation to comply with BlueSnap privacy policy and other terms and conditions provided by BlueSnap is hereby incorporated into this Agreement by reference. nanorep will not be responsible or liable to you or to any third party whatsoever in this respect.
     
  • Any notices that nanorep is required to provide under the Agreement may be provided via e-mail or posted to your e-mail address or physical address on record in your Services account information. Notices will be deemed given forty-eight (48) hours after sending. If you elect to terminate the Services, or to change your account or billing information, you need to provide notice via our customer support representatives. You may give any other notice to nanorep by posting to our main offices at 22 Maskit St., Herzliya, Israel.
     
  • You represent and warrant that:
    • You are not a competitor of nanorep and You are not and will not be using the Services to engage in or permit others to engage in competition with nanorep;
    • You assume full, exclusive and sole responsibility for determining the appropriateness of using the Services and You assume all risks associated with such use, including, but not limited to risks of program errors, damage to or loss of data, programs or equipment and unavailability or interruption of operations;
    • You bear any and all civil liability or criminal culpability that may arise from, or in connection with, your use of Services; and
    • You are solely responsible for all costs, expenses, losses and liabilities incurred and for all activities undertaken by you in connection with your use of the Services.

     
  • We make no representations or warranties. You should carefully assess whether the Services will be right for you and your business prior to accepting the Agreement. nanorep may provide you with a test account or demonstration of the Services, and assist you in making your decision. However, you use the Services entirely at your own risk. NANOREP AND ITS LICENSORS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND/OR WARRANTIES, INCLUDING WITHOUT LIMITATION AND TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ANY EXPRESS, IMPLIED OR STATUTORY WARRANTY OF LACK OF VIRUSES AND THE LIKE, LOSS OF DATA, DAMAGE TO HARDWARE, ACCURACY, TIMELY DELIVERY, RELIABILITY, QUALITY, SECURITY, VALIDITY, STABILITY, COMPLETENESS, CORRECTNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE AND QUIET ENJOYMENT . NANOREP AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
     
  • Our liability is limited so we can provide you with attractive prices. NANOREP’S AGGREGATE LIABILITY UNDER THE AGREEMENT WILL NOT EXCEED THE AMOUNTS ACTUALLY RECEIVED BY NANOREP IN THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER NANOREP (INCLUDING ITS SHAREHOLDERS, DIRECTORS AND OFFICE HOLDERS) NOR ITS LICENSORS OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, WHETHER OR NOT FORESEEABLE, AND LOSS OF GOODWILL) RELATED TO THE SERVICES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR HAD THE ABILITY TO FORESEE SUCH DAMAGES. YOU ACKNOWLEDGE THAT THE LICENSE FEES (AND OTHER APPLICABLE FEES) CHARGED BY NANOREP ARE BASED ON THIS LIMITATION.
     You may not:
    • use or have others use, or provide or make available to third parties, the Services or any part thereof including, without limitation, by reproducing, mirroring, reselling, licensing, renting, leasing, transferring, lending, timesharing, assigning, redistributing or displaying the Services or any part thereof;
    • create any derivate works of the Services;
    • engage in or attempt to engage in: (i) any form of modifying, reusing, disassembling, decompiling, reverse-engineering, deriving the source code of, translating, testing, scanning, scraping, probing or hacking the Services; (ii) breaching the security or licensing mechanism of the Services or identifying any security vulnerabilities thereof; (iii) interfering with, circumventing, manipulating, impairing or disrupting the operation of the Services; (iv) working around or circumventing any technical limitations in the Services; or (v) using any tool to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Services;
    • create any software or program that links, embeds or makes direct function calls to the Services; for the avoidance of doubt, the foregoing does not derogate from all other restrictions imposed in this Agreement, including without limitation the permission for internal use only of the Services and the prohibition to redistribute, sublicense, provide or make available to third parties the Services or any part thereof;
    • remove, alter or cause not to be displayed, any trademarks, copyright notices or start-up messages contained in the Services;
    • use the Services for any activity that constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, foreign law or industry standard;
    • use the Services in order to create a similar or competitive product or service; or
    • use the Services to store or transmit any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

     
  • You will indemnify and hold nanorep, its licensors and their respective shareholders, parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with any allegations that, if true, would constitute a violation by you of this Agreement.
     
  • You acknowledge that you shall be solely responsible to acquire data connection services or any other services or equipment necessary for using the Service.
     
  • This Agreement will be interpreted according to the laws of the State of Israel, without regard to its conflicts of laws provisions. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Services will be subject to the exclusive jurisdiction of the competent courts located in Tel Aviv, Israel.
     
  • The failure of nanorep to enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
     
  • If any provision of this Agreement is held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
     
  • Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, war, terrorism, or any other event beyond the control of such party.
     
  • Your relationship with nanorep is that of an independent contractor, and neither party is an agent, partner, joint venturer or employee of the other.
     
  • Upon expiration or termination of this Agreement, you shall promptly discontinue use of the Services, and remove nanorep’s software from any environment in which you have installed or deployed it.
     
  • The provisions of this Agreement addressing restrictions on use, disclaimers of representations and warranties, indemnity obligations, confidentiality, intellectual property, limitation of liability, and governing law shall survive the termination or expiration of this Agreement, howsoever arising.