THIS SERVICE AGREEMENT (THE “SERVICE AGREEMENT“) GOVERNS THE PROVISION AND USE OF NANOREP TECHNOLOGIES’ WEB-BASED CUSTOMER CARE AND KNOWLEDGE BASE SERVICE, AS WELL AS ANY SOFTWARE INCLUDED THEREIN AND OTHER ACCOMPANYING OR ANCILLARY SERVICES (COLLECTIVELY, THE “SERVICES“).
THIS SERVICE AGREEMENT CONSTITUTES A BINDING CONTRACT BETWEEN NANOREP TECHNOLOGIES LTD. (“WE“, “US“, “OUR” OR “NANOREP“), THE PROPRIETOR OF ALL RIGHTS IN AND TO THE SERVICES, AND YOU – THE LEGAL ENTITY IDENTIFIED IN THE EXECUTED ORDER FORM OR PURCHASE ORDER FOR THE SERVICES (EACH, AN “ORDER FORM”). THE TERMS “YOU”, “YOUR” OR “CLIENT” WILL APPLY TO SUCH LEGAL ENTITY.
SCOPE AND USE OF THE SERVICES; RESTRICTIONS
- Subject to the terms of this Service Agreement, the Services are being provided to you on a limited, temporary, revocable (pursuant to the terms hereof), non-exclusive, non-assignable and non-transferable basis by nanorep, strictly for use by you and your employees (the “Staff“), for your internal business purposes, and subject to your due payment of all applicable service fees.
- In addition to the terms and conditions hereunder, the Services 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 Service options, as described in the Order Form. The Services will be provided according to nanorep’s data processing addendum a copy of which is attached hereto as Exhibit A (“Data Processing Addendum“). The Data Processing Addendum is incorporated herein by reference, and constitutes an integral part of this Service Agreement. The Data Processing Addendum may be updated from time to time upon notice to you, but we will not make any material changes to it without obtaining your consent to them.
- You acknowledge that you shall be solely responsible to acquire data connection services or any other services or equipment necessary for using the Services.
- You represent and warrant that you and your Staff will use the Services only for lawful purposes and in accordance with this Service Agreement, and that you and your Staff will not use the Services to violate any law, regulation or ordinance or any right of nanorep 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 may only use the Services, and must ensure that your Staff uses 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 you and your Staff’s use of the Services complies with any and all applicable laws, rules and regulations.
- We may employ various technological measures to enforce the restrictions of this Service Agreement. You and your Staff must not remove or attempt to remove or circumvent any such measures.
- nanorep may introduce, at its discretion, new or additional functionalities and/or features to the Services, without prior notice. You agree to receive and accept such updated Services (and permit nanorep to deliver these to you with or without further notice) 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.
- Your accounts are under your sole responsibility. The Services allows you to set up accounts for use by You or your staff, directly or through your 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. nanorep will not be liable for any loss that you may incur as a result of unauthorized use of your account, or account information, or any Services or materials, either with or without your knowledge unless such is caused by a willful action of nanorep.
- As part of our Services, we may provide you with a limited capacity online storage space, including various ways to upload and control your content in such storage (the “Storage Service”). When using the Storage Service, you agree to refrain, and must ensure that your Staff refrains, from posting, uploading, disseminating, transmitting or otherwise communicating through, or to, the Storage Service, or making available on the Storage Service, or when using the Storage Service, content which may reasonably be deemed as:
- Infringing or violating intellectual property rights of other parties, including copyrights, patents, trade secrets and trademarks;
- Identifying minors, their personal details or their address and ways to contact them;
- Software viruses, Trojan Horses, Worms, Vandals, Spyware and any other malicious applications;
- Encouraging, supporting, assisting, providing instructions or advising in the committing of a criminal offense, under the applicable laws;
- Constituting a violation of a person’s right for privacy or right of publicity;
- Prohibited by any applicable law, including court restraining orders, to be posted, published, disseminated, or otherwise made available to the public;
- Threatening, abusive, harassing, defamatory, libelous, vulgar, violent, obscene or racially, ethnically or otherwise objectionable;
- Unsolicited commercial communications (‘spam’), chain letters, or pyramid schemes.
- You may not, and must ensure that your Staff does 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 software used to provide aspects of 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 software used to provide aspects of the Services;
- remove, alter or cause not to be displayed, any trademarks, copyright notices or start-up messages provided as part of 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 are solely responsible for the content that you and your Staff upload, post, publish, disseminate or otherwise make available through the Storage Service and for the consequences associated with doing so. We do not normally examine, approve or disqualify content that you or your Staff, have uploaded, posted published, disseminated or otherwise made available through the Storage Service, but we reserve the right to do so.
- nanorep may, but is under no duty to, review content that was uploaded to the Storage Service and remove, block access or use of such content, or refuse to upload it, for any reason that the we may consider to be justified at our sole discretion, including but not limited to the following reasons:
- To prevent misuse of the Storage Service;
- If nanorep deems the content to be in breach of this Service Agreement, or a violation of any applicable law;
- If your account is terminated, either by yourself or by nanorep;
- If the uploaded content is allegedly infringing a third party’s rights.
- nanorep does not warrant or guarantee that any content that you or your Staff wish to upload to the Storage Service will be uploaded or that we will make such content available indefinitely. When you remove content from your account or when you terminate your account, it is no longer available to you. However, a copy of the removed content may persist and be used by nanorep for back-up and other administrative purposes, for a reasonable period of time, or by other users with whom you shared such content.
- WE DO NOT CLAIM OWNERSHIP OVER OR TAKE RESPONSIBILITY FOR CONTENT THAT YOU OR YOUR STAFF UPLOAD, POST, PUBLISH, DISSEMINATE OR OTHERWISE MAKE AVAILABLE THROUGH THE STORAGE SERVICE. WHEN YOU OR YOUR STAFF USE THE STORAGE SERVICE TO DO SO, YOU REPRESENT AND WARRANT TO US THAT:
- YOU ARE THE RIGHTFUL OWNER OF ALL RIGHTS TO SUCH CONTENT OR ARE LAWFULLY LICENSED BY ALL THE RIGHTFUL OWNERS TO UPLOAD, POST, PUBLISH, DISSEMINATE OR OTHERWISE MAKE AVAILABLE SUCH CONTENT ON THE STORAGE SERVICE;
- YOU ARE LAWFULLY ENTITLED TO GRANT US THE LICENSES IN AND TO SUCH CONTENT, AS NECESSARY TO PROCESS THE CONTENT AND PROVIDE YOU THE STORAGE SERVICE WITH RESPECT TO SUCH CONTENT;
- USING THE CONTENT, UPLOADING, POSTING, PUBLISHING, DISSEMINATING OR OTHERWISE MAKING THE CONTENT AVAILABLE THROUGH THE STORAGE SERVICE, DOES NOT INFRINGE ON ANY RIGHTS OF THIRD PARTIES, INCLUDING INTELLECTUAL PROPERTY RIGHTS, PRIVACY RIGHTS AND PUBLICITY RIGHTS.
- REQUESTS TO REMOVE CONTENT FROM THE STORAGE SERVICE: we respect the intellectual property rights of others. Any requests to remove copyright infringing content from the Storage Services, or counter requests to re-post content, on grounds of mistake or misidentification of the content, must be made in accordance with our copyright policy, attached hereto as Exhibit B. After receiving a request to remove or re-post content on the Storage Services, We may act as we deem fit, in accordance with the applicable law.
TERM; TERMINATION AND EXPIRATION
- This Service Agreement shall commence, and become effective, upon the due execution and delivery of the Order Form, and shall continue until terminated in accordance with the provisions therein.
- Either you or nanorep may terminate this Service 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, impairs the rights of nanorep to its assets including to its intellectual property assets.
- Upon expiration or termination of this Service 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 Service Agreement addressing restrictions on use, disclaimers of representations and warranties, indemnity obligations, confidentiality, intellectual property, limitation of liability, and governing law and venue, shall survive the termination or expiration of this Service Agreement, howsoever arising.
- nanorep charges fees for the Services, as set forth in the Order Form (“Fees”). The Service Fees do not include any local, state, federal, VAT or foreign taxes, levies or duties of any nature, including value-added, sales use or withholding taxes (“Taxes”). The Client is responsible for paying all Taxes, excluding only taxes based on nanorep’s net income. If nanorep has the legal obligation to pay or collect Taxes for which the Client is responsible, the appropriate amount shall be invoiced to and paid by the Client unless the Client provides nanorep with a valid tax exemption certificate authorized by the appropriate taxing authority.
- All payments hereunder may be made by credit card or wire transfer, as agreed by the parties.
- In the event that you opt to pay the Service Fees by credit card and your credit card expires or is declined, nanorep may suspend the provision of the Services to you until you provide a valid and chargeable credit card number, and nanorep may charge you any fees or costs that it incurs as a result of such eventuality. If nanorep continues to provide the Services to you despite such an invalid credit card, you will be responsible for paying any Service 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 Service Fees, are non-refundable. Service Fees are not based on actual usage, so even if you do not use the Services, you will not be entitled to a refund.
- In addition to any other rights granted to nanorep herein, nanorep reserves the right to suspend or terminate this Service Agreement and your access to the Services immediately if your account becomes delinquent.
- You shall not disclose to the public or any third party the terms and conditions or special pricing provisions contained in the Order Form, other than as may be required by relevant law or regulation, or 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.
- 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 of a confidential nature that is provided by one party to this Agreement (the “Disclosing Party)” to the other party to this Agreement (the “Receiving Party”) in the course of or in connection with the Services shall be treated by the Receiving Party in a confidential manner, and must not be disclosed to any third party without the express written permission of the Disclosing Party, except that the Receiving Party may disclose such confidential information to its employees, agents and professional advisors, on a “need to know” basis, provided such employees, agents and professional advisors are subject to confidentiality obligations substantially similar to those herein. In any event, the Receiving Party will be liable to the Disclosing Party for any of its act or omissions with regard to confidential information, as though it performed those acts or omissions. The Receiving Party may only use the proprietary and confidential information, to the extent reasonably required for the provision and utilization of the Services, or performance and enforcement of this Service Agreement. 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, it shall promptly notify the Disclosing Party in writing of any such requirement (to the extent legally permissible) and to the extent disclosure is required, it shall be made to the minimum extent permissible by law. For purposes of this Agreement, confidential information shall mean any trade secret, know how, idea, invention (whether patentable or not), process, technique, algorithm, computer program (source code, object code and other variants thereof), design, schematic, drawing, formula, data, product development plan, strategy, forecast and other technical, engineering, manufacturing, product, marketing, servicing, financial, personnel and other information and materials relating to the Disclosing Party or any of its employees, consultants, investors, affiliates, customers, clients, vendors or suppliers. Confidential Information shall not include information to the extent that the Receiving Party can demonstrate that such information: was independently developed by or for the Receiving Party without reference to or use of the information; was lawfully received from a source other than the Disclosing Party that has the right to furnish such Information; was or has become generally available to the public without breach of confidentiality obligations of the Receiving Party; was in the Receiving Party’s possession without restriction or was known by the Receiving Party without restriction at the time of disclosure.
- Any data that you provide to nanorep may be used by nanorep solely to provide the Services, and perform and enforce this Service Agreement. nanorep will not forward, disclose or use such data for any other purposes, all subject to the Data Processing Addendum. 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. You maintain all rights in the data provided by you, and 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 Service 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 Service Agreement, nanorep does 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 Service Agreement constitutes a waiver of our intellectual property rights under any law. The provision to you of the Services pursuant to this Service Agreement gives you a limited right to use the Services and the software provided to you as part of your use of the Services, but does not constitute a sale, transfer or assignment of any software or other intellectual property rights comprising the Services, to you. Use of the Services in violation of the limited rights granted hereunder or restrictions imposed in this Service Agreement will result in the termination of your rights hereunder and may expose you to claims for damages. You agree to take all reasonable steps to prevent unauthorized copying, use or disclosure of any software provided to you by nanorep.
REPRESENTATIONS AND WARRANTIES
- You represent and warrant that:
- You are not a competitor of nanorep;
- You and your Staff will not use 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 your use thereof;
- You bear any and all civil liability or criminal culpability that may arise from your actions in connection with the 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 in connection with the adequacy or suitability of the Services for your needs. You should carefully assess whether the Services are adequate and right for you and your business prior to accepting the Service Agreement. nanorep may provide you with a test account or demonstration of the Services, and assist you in making your decision. However, you and your Staff use the Services entirely at your own risk.
- NANOREP AND ITS LICENSORS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND/OR WARRANTIES RELATING TO THE CONTINUITY, REALIABILITY, ACCURACY OR SUITABILITY OF THE SERVICES, 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, TIMELY DELIVERY, QUALITY, SECURITY, VALIDITY, STABILITY, COMPLETENESS, CORRECTNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. NANOREP AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
LIMITATION OF LIABILITY
- OTHER THAN FOR DAMAGES ARISING FROM BREACH OF INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY FOR WHICH NO LIMITATION SHALL APPLY, THE AGGREGATE AND TOTAL LIABILITY, OF EACH OF YOU, ON THE ONE HAND AND NANOREP AND ITS SHAREHOLDERS, DIRECTORS, OFFICERS AND EMPLOYEES, ON THE OTHER HAND, UNDER THIS SERVICE AGREEMENT AND FOR ANY MATTER ARISING THEREFROM OR FROM THE SERVICES, WILL NOT EXCEED THE AMOUNTS YOU HAVE ACTUALLY PAID TO NANOREP IN THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT PURPORTEDLY GIVING RISE TO THE CLAIM. NEITHER NANOREP (INCLUDING ITS SHAREHOLDERS, DIRECTORS, OFFICERS AND EMPLOYEES) 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 SERVICE FEES (AND OTHER APPLICABLE FEES) CHARGED BY NANOREP ARE BASED ON THIS LIMITATION.
GOVERNING LAW & VENUE
- Regardless of your place of business, your jurisdiction of incorporation, or where you or your Staff access or use the Services from, this Service Agreement, the Order Form and your and your Staff’s use of the Services, shall be exclusively governed in all respects by 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 Service Agreement or the Services will be subject to the sole and exclusive jurisdiction of the competent courts located in Tel Aviv, Israel. You hereby expressly consent to personal jurisdiction in Israel and expressly waive any right to object to such personal jurisdiction or the non-convenience of such forum. Notwithstanding the foregoing, we may lodge a claim against you pursuant to the indemnity clause above, in any court adjudicating a third party claim against us.
- This Service Agreement, the Order Form and the other documents attached to this Agreement, constitute the entire agreement between you and us concerning the subject matter herein, and supersede all prior and contemporaneous negotiations and oral representations, agreements and statements.
- The failure of nanorep to enforce any right or provision of this Service Agreement will not constitute a waiver of such right or provision.
- Any notices that nanorep is required to provide under the Service 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 by sending an e-mail to firstname.lastname@example.org with mail follow up to our main offices at 11 Galgaley Haplada St., Herzliya, Israel.
- If any provision of this Service Agreement is held to be invalid or unenforceable, the other provisions of this Service 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.
- This Service Agreement and the Order Form may only be modified by written amendment duly executed by both parties. No waiver, concession, extension, representation, alteration, addition or derogation from the Service Agreement by us, or pursuant to the Service Agreement, will be effective unless consented to explicitly and executed in writing by our authorized representative.
- You may not assign or transfer your rights and obligations under the Service Agreement or the Order Form, without our prior written consent. Any attempted or actual assignment by you, without our prior consent, shall be null and void. We may assign this Service Agreement, the Order Form and the data collected and processed as outlined in the Data Processing Addendum, in their entirety, including all right, duties, liabilities and obligations therein and with respect thereto, to a third-party, upon a merger, acquisition, change of control or the sale of all or substantially all of our equity or assets relating to the Service Agreement. By virtue of such assignment, the assignee assumes our stead, including all right, duties, liabilities and obligations.
- 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 Service 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.
Exhibit A – nanorep’s Data Processing Addendum
This addendum applies to the data processing activities nanorep performs in connection with providing the Services set forth in the Service Agreement that this addendum is attached to.
The following sections in this Part I explain our privacy practices for the Services. It sets out how nanorep processes information from end-users.
What our Services collect
The Services collects queries that end-users submit through the Services, as well as the answers provided. Such queries and answers may contain, or be indicative of, personal information of end-users, depending on the particulars of the Q&A session.
The particular fields of information depend on the information you, the Client, have asked to be collected from end-users (for example, when you request a Client to submit a customer request form).
When specifying the fields of information to be requested from end-users, or when responding to end-users’ queries, you must not request end-users to submit any sensitive personal information.
The Services do not intentionally or knowingly collect personal information about children younger than 13.
Statistical and analytical data
The Services uses analytics tools to collect information about end-users’ use of the Services. For example, the Services may record the frequency and scope of end-users’ use of the Services, the interactions they have made with the Services’ interface, the Client’s web pages that the end-user accessed with respect to the Services, and the Internet Protocol (IP) address that the end-user used to access the Services.
What we do with the information gathered
We will use the information outlined above only for the following purposes:
- Provide the Client and the end-users with the Services, its features and functionalities, and manage the administrative and operational aspects of the Services.
- Improve and customize our products and services.
- Provide you and end-users with support and handle complaints.
- Enforce the Services Agreement and this addendum and prevent misuse of the Services.
- Comply with any applicable law and assist law enforcement agencies and competent authorities, if we believe it is necessary or justified.
- Take any action in any case of dispute involving you (or and end-user), with respect or in relation to the Services.
Other than the above items 4-6, in no case will we share with or disclose to third parties, any of the information outlined above.
We retain the information outlined above, for as long as we continue providing you the Services, and may delete it thereafter from our systems, without notice to you.
Cross-border data transfer
The Services, by their nature as online services, may store and process information in various locations throughout the globe, including through cloud services in the United States and elsewhere.
We use measures to reduce the risks of damage, loss of information and unauthorized access or use of collected information. However, these measures do not provide absolute information security. Therefore, it is not guaranteed that the Services and its related databases will be immune from any wrongdoings, malfunctions, unauthorized interceptions or access, or any other kinds of abuse and misuse.
Cookies are packets of information sent by our servers to end-users’ web browser and then sent back by the browser each time it accesses our servers. Cookies are used for various purposes, such as to collect statistical information about end-users’ use of the Services. Using cookies, our web application can tailor its operations to end-user’s needs, likes and dislikes by gathering and remembering information about their preferences.
We use traffic log cookies to identify which pages are being used. This helps us analyze data about web page traffic and improve and customize our Services. We only use this information for statistical analysis purposes.
Overall, cookies help us provide better Services, by enabling us to monitor which pages end-users found useful and which they did not. Other than the above, cookies does not give us access to end-users’ computers or any information about end-users other than the data end-users choose to share with us.
End-users can choose to accept or decline cookies. Most web browsers automatically accept cookies, but end-users can usually modify your browser setting to decline cookies if they prefer. This may prevent end-users from taking full advantage of the Services.
The following disclosures are made pursuant to the California Online Privacy Protection Act:
- When end-users use the Services, we may collect information, over time, about their visits across different webpages and websites on which nanorep is installed.
- We do not respond to or accept web browsers’ “do not track” signals or such similar mechanisms that provide consumers the ability to exercise choice regarding the collection of personally identifiable information about their online activities over time and across third-party web sites or online services.
Changes to this addendum
We may change this addendum from time to time by providing you notice of such changes. Your continued use of the Services our notice of change to the addendum will indicate your acceptance of the amended addendum.
In any event, we will seek your explicit consent if we wish to have substantial changes to the addendum apply to personal information we collected prior to those changes.
This Part II applies if you are established in a member state of the European Union. This Part II prevails in case of any inconsistency between it and Part I or the Services Agreement.
The nature, subject-matter, purposes and duration of nanorep’s data processing activities
You commission, authorize and request that nanorep perform the Services set forth in the Service Agreement.
nanorep’s performance of the Services involve Processing Personal Data (as these capitalized terms are defined and used in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and in applicable national law implementing this Directive, or in any subsequent superseding legislation. These will collectively be referred to as “Data Protection Law”).
The subject of the data Processing activities, its purposes and the types and categories of Personal Data Processed are outlined in the Service Agreement and in Part I above.
The ‘Data Subjects’ (as this term is defined and used in Data Protection Law) about whom Personal Data is Processed are end-users visiting your online platforms on which the Services are configured to operate, as well as your employees (or other staff) having access to the administer the Services.
nanorep will Process the Personal Data on your behalf and for as long as you instruct nanorep to do so.
Controller and Processor; Your instructions
As between you and nanorep, you are and will remain at all times the ‘Data Controller’ for the purposes of the Services, and nanorep is and will remain at all times the ‘Data Processor’ (as these capitalized terms are defined and used in Data Protection Law).
As a Data Processor, nanorep will Process the Personal Data only as set forth in this Addendum.
As a Data Controller, you are responsible, among other things, to provide Data Subjects proper notices and disclosures about the Processing activities you and nanorep perform, and to properly obtain Data Subjects’ consent to these Processing activities – all as required by applicable law.
You and nanorep are each responsible for complying with the Data Protection Law applicable to them in their roles as Data Controller and Data Processor.
nanorep will Process the Personal Data only on instructions from you documented in the Services Agreement, in this addendum or otherwise provided. You may provide nanorep Processing instructions beyond those specified in the Service Agreement and nanorep will use commercial efforts to perform those instructions. Your instructions must be compliant with Data Protection Law. If the instructions you provide involve material costs and expenses to nanorep, then you and nanorep will engage in good-faith discussions regarding additional fees nanorep will charge you to cover such costs and expenses.
nanorep will make available to you all information in its disposal reasonably necessary to demonstrate compliance with the obligations under Personal Data Law.
Rights of Data Subjects
nanorep will follow your instructions to accommodate Data Subjects’ requests to exercise their rights in relation to their Personal Data, including accessing their data, correcting it, or deleting it. If the instructions you provide involve material costs and expenses to nanorep, then you and nanorep will engage in good-faith discussions regarding additional fees nanorep will charge you to cover such costs and expenses.
Nanorep will pass on to you requests that it received from your Data Subjects regarding their Personal Data Processed by nanorep.
Sub-processors; Data transfers outside the EEA
You acknowledge and agree that nanorep uses the following sub-processor to Process Personal Data:
- Amazon Web Services, Inc. (Corporate address: 410 Terry Avenue North, Seattle, Washington 98109-5210, United States), in its Data Center located in the Republic of Ireland.
nanorep will procure that the sub-processors Process the Personal Data in a manner consistent with nanorep’s obligations under the Services Agreement and this addendum.
nanorep and its sub-processors will only Process the Personal Data in member states of the European Economic Area and in territories recognized by an adequacy decision of the European Commission, as providing an adequate level of protection for Personal Data pursuant to Articles 25(2) and 25(6) of EU Directive 95/46/EC.
In Processing Personal Data nanorep will implement appropriate technical and organizational measures to protect the Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the Processing involves the transmission of data over a network, and against all other unlawful forms of Processing.
nanorep will ensure that the staff authorized to Process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
nanorep will inform you of any security breach it becomes aware of, where it determined that the breach compromised the security, confidentiality or integrity of Personal Data of you Data Subjects that nanorep Processes. nanorep will use commercial efforts to mitigate the breach and prevent its reoccurrence.
You and nanorep will cooperate in good-faith on issuing any statements or notices regarding such breaches, to authorities, Data Subjects, or the public at large.
Legally compelled Disclosures
Unless precluded by law, nanorep will provide you prompt notice of any request it receives from authorities to produce or disclose Personal Data it has Processed on your behalf under the Services, so that you may contest or attempt to limit the scope of production or disclosure request.
Deletion of Personal Data
Upon your request (and unless otherwise required by law), nanorep will delete the Personal Data it has Processed on your behalf under the Services from its own and its sub-processors’ systems.
Exhibit B – Copyright Policy
nanoRep Technologies Ltd. (in this Policy: “us“, “we” and “our“) respects the intellectual property rights of others and requests its users to do the same.
If you believe that certain content, which appears on or through the use of any of our online services (the “Services“) – infringes upon copyrights that you own or represent, you may send our designated copyright agent (the “Copyright Agent“) a written notification, stating the location of the copyrighted work claimed to be infringed. Upon your notification and subject to the applicable copyright laws, we may remove or disable access to any such content.
To be effective, your notification of claimed infringement must be a written communication provided to our Copyright Agent that includes substantially the following:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to be infringed, or if multiple copyrighted works are covered by a single notification, a detailed list of such works;
- Identification of the material that is claimed to infringe or to be the subject of infringing activity and that access to which is to be disabled, and information reasonably sufficient to permit us to locate the material, including, where applicable, the exact URL (Internet address) of the web page in which you discovered the copyrighted work claimed to be infringed;
- Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
- A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
After receiving your communication, we may ask you to provide further or supplemental information, prior to removing any content which was displayed through the Services, as we deem necessary to comply with the applicable copyrights laws. We may also provide our user who uploaded the allegedly infringing content with your contact details, in order for that person to be able to contact you and challenge your claim.
If we’ve removed material that you had uploaded or posted, pursuant to a notification of claimed infringement that we received, then you have an opportunity to respond to the notice and takedown by submitting a counter-notification to our Copyright Agent. To be effective, your counter notification must be a written communication provided to our Copyright Agent that includes substantially the following:
- Your physical or electronic signature;
- Identification of the material to which access has been disabled and the location at which the material appeared before access to it was disabled;
- A statement under penalty of perjury that you have a good faith belief that the material was disabled as a result of mistake or misidentification of the material to be disabled;
- Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the competent courts in the city of Tel-Aviv-Jaffa, Israel, and that you will accept service of process from the person who provided notification or an agent of such person.
After receipt of a counter notification, we will promptly provide the person who submitted the claimed copyright infringement notification, with a copy of the counter notification, and we will inform that person that we may replace the removed material, or cease disabling access to that material in 10 business days.
We may replace the removed material and cease disabling access to it between 10 to 14 business days following receipt of the counter notice, unless our Copyright Agent first receives notice from the person who notified us of the claimed copyright infringement that such person has filed an action seeking a court order to restrain the registered user from engaging in infringing activity relating to the material on our system or network.
We may deny or cancel any individual use of the Services, or terminate your user account, if we determine at our sole discretion that you are a repeat infringer. A repeat infringer is a user who has been notified of infringing activity more than once or a user that his uploaded material was removed from the Services more than once.
We may decide, at our sole discretion that a sufficient reason exists for the immediate termination of your account for any reason, at any time. In these cases we may terminate your account immediately.
Copyright Agent Details
Our Copyright Agent is: Mr. Shmuel Huppert. Address: 11 Galgaley Haplada St., Herzeliya 4672211, Israel. Telephone Number: +972-3-09-7889709; Facsimile: +972-3-09-7888233; E-mail address: email@example.com. Please note that our Copyright Agent receives copyright-related notifications only. Any other matters, such as comments, requests and other messages should be referred to us by email to firstname.lastname@example.org.
Any person who knowingly materially misrepresents: (1) that material is infringing, or (2) that material was removed or disabled by mistake or misidentification, may be liable for any damages, including costs and attorneys’ fees, that We may incur, if we are injured by such misrepresentation, as the result of our reliance upon such misrepresentation in removing or disabling access to the material claimed to be infringing.