2. The Services.
Subject to these Terms, we will provide you with certain paid and free of charge Services. We may modify, adapt or change the Services, or any of its features, user interface and design, or any other aspect related thereto, through updates and upgrades, provided that we will not materially decrease the overall functionality of the Services. We will send you a reasonable advance notice about substantial changes in the Services. Failures incidental to Services modifications may occur and we will not be held responsible for modification related failures, provided that we will make commercially reasonable efforts to reinstate the full operability of the Services.
3. Right of Use.
Except as expressly provided in these Terms, we grant you a limited, non-exclusive, non-transferable, revocable and non-sublicensable right to access and to use the Platform for the sole purpose of utilizing the Services. All rights not specifically granted hereunder are reserved to Mine.
4. Services Fees.
Our fee-based Services can be used subject to a purchase for the prices and in accordance with the payment terms set forth at: portal.saymine.com/plans (“Services Fees”). From time to time, we may change the Services Fees, upon reasonable prior notice that we will post on our website or send to you by email. You assume all costs associated with your use of the Services, including, without limitation, any internet access fees and backup expenses. All Service Fees are exclusive of any foreign or domestic sales taxes, withholding taxes, use taxes and any other taxes and charges of any kind imposed by any federal, state, local or foreign governmental entity, and you are solely responsible for the payment thereof. Unpaid due amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, and all payment collection expenses, including without limitation reasonable attorney’s fees.
5. Lawful and Permitted use Only.
You may use the Services for lawful purposes only. You may not 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 applicable laws and regulations including laws and regulations governing privacy, mass email, spam, export control, consumer protection, unfair competition, false advertising, harassment, anti-competitive activities, misappropriation, libel, defamation, obscene content and incitement. You represent that you have obtained all authorization, permissions, approvals and consents required to allow us to provide you the Services.
6. Prohibited Uses.
You may not, directly or indirectly or by yourself or through any other person or entity: (i) permit any third party to access the Services; (ii) use, rent, lease, sell, transfer (by sublicense, assignment or otherwise), time share, modify, reproduce, copy, make derivative works from, distribute, publish, use to provide service bureau services, or publicly display the Platform and/or any part thereof; (iii) misuse, reverse engineer, decompile, or otherwise attempt to discover the source code of the Platform; (iv) use the Services to store or transmit any viruses, worms, time bombs, Trojan horses and other harmful or malicious codes, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Services; (vi) attempt to gain unauthorized access to the Service and related systems or networks, or systematically access the Services using “bots” or “spiders”; (vii) copy, frame or mirror the Services, except for your own internal business purposes; (viii) use the Services to develop or offer a service that is similar to the Services; (ix) represent that you possess any proprietary interest in the Platform and/or Services; and (x) except as specifically permitted hereunder, use the name, trademarks, trade-names, and logos of Mine. The above restrictions will survive the termination of any agreement between you and us.
You may terminate your account through your account page, or by contacting us via email at: firstname.lastname@example.org. If your subscription is based on a renewable fixed period, you may elect not to renew your subscription by sending us a written notice at least 30 day prior to the renewal date. Following the termination of your account, you may no longer be able to access the Services. Except as specified on our refund policy available at: saymine.com/business/portal-refund-policy, you are not entitled for refund upon termination of these Terms.
8. Data Deletion.
When you process via our Services individuals’ requests to erase personal data related to them, we will exercise such request according to your instruction and delete all personal data except for an identifier which we will create and store along with your company name and a time stamp for the purpose of maintaining a record of the deletion (“Deletion Record”). We will share such generated identifier with you and with the individual who requested that the personal data related to him/her will be deleted. Any future post-deletion requests made by you regarding the deleted record, must include the Deletion Record. If a user of your Mine account requests the deletion of the personal data related to him/her, we will delete only such user’s details, while your account will remain active. Following the termination of these Terms, we will delete your Mine account and will only maintain records of pending deletion requests.
“Confidential Information" means non-public business, financial and technical information, including any data and business-related information provided by you to us, the Services and all elements and functionality details related thereof, these Terms and any third-party information that the disclosing party is obligated to keep confidential, that is either marked as "confidential" or "proprietary" or which, under the circumstances, should be understood to be confidential. Confidential Information does not include information which: (i) is or becomes generally available to the public other than as a result of wrongful disclosure by the receiving party; (ii) is or becomes available to the receiving party on a non-confidential basis by a third party that rightfully possesses the Confidential Information and has the legal right to make such disclosure; or (iii) is developed independently by the receiving party without use of the disclosing party's Confidential Information and by persons without access to such information. The receiving party will use measures at least as protective as those it uses for its own confidential information, but no less than reasonable measures, to keep in confidence and not to disclose to any third party any Confidential Information of the disclosing party, except to those of the receiving party's personnel, including external advisors, consultants, insurers and investors, who need to know such Confidential Information, who are informed of the confidential nature of the Confidential Information and who agree to be bound by terms of confidentiality at least as protective as those in these Terms. The receiving party will not use any Confidential Information, directly or indirectly, for any purpose other than as necessary to perform its obligations and exercise its rights under these Terms. Each party is responsible for any breach of the confidentiality of the other party by its personnel. If the receiving party becomes legally compelled to disclose any Confidential Information, it will provide the disclosing party with assistance, as well as prompt prior written notice to the extent legally permitted, at the disclosing party's expense, in obtaining a protective order.
10. Intellectual Property.
All rights, title and interest in and to the Platform and Services are and will remain at all times, owned by us. These Terms provide you the right to use the Service only and does not provide you any ownership rights. To the extent that you provide us your data as part of your use of the Services, your data will remain, as between you and us, your sole and exclusive property.
We collect, store and use personal details of your authorized users and contact persons in accordance with our privacy notice that is located at: saymine.com/business/portal-privacy-policy. Our Personal Information Processing Addendum, which is available at: saymine.com/business/portal-dpa and serves as an integral part of these Terms, applies and the parties agree to comply with its terms.
If you provide any feedback, comments or suggestions to us concerning the functionality or performance of the Services (“Feedback”), you hereby assign all rights, title, and interest in the Feedback to us. For the sake of clarity, you have no obligation to provide Feedback to us, and you provide the Feedback "as is" without warranty of any kind.
We may disclose the fact that you are a customer of us and may use your logo and trademarks on our website and in marketing materials. Your trademarks and logos will remain, as between you and us, your sole and exclusive property. You may revoke such right, at any time, by contacting us at: email@example.com. In addition, subject to your prior written approval, we may issue a press release in regard to our relationship with you.
14. Mine’s Warranties.
We represent and warrant that we: (i) perform the Services with care, skill, and diligence, in a professional and workmanlike manner and in accordance with applicable professional standards, and causes its employees, subcontractors, and agents to perform accordingly; (ii) use measures, procedures and commercially reasonable efforts to operate the Services efficiently and available at all times; (iii) use industry standard measures and controls, to protect the Platform from viruses, worms, time bombs, Trojan Horses and other harmful or malicious codes, files, scripts, agents and programs; (iv) do not knowingly utilize codes, components and content which infringe third parties’ intellectual property rights. If the Platform is held to, or if we believe it is likely to be held to infringe a copyright, patent or trade secret, we will, in our sole discretion and expense either: (i) substitute or modify the Platform or any part thereof so that it is non-infringing; or (ii) obtain a license to continue providing the Services.
15. Limited Liability.
To the maximum extent permitted by applicable law, we, including our employees, directors, shareholders, advisors, or anyone acting on our behalf, will not be liable for any indirect, incidental, consequential, special or punitive damages, or any loss of profit, or expenses of any kind, arising from, or in connection with these Terms and the Services, whether such liability is asserted on the basis of contract, tort or otherwise. We will be liable for direct damages only, as a result of gross negligence or willful misconduct by us, or anyone on our behalf, and your sole remedy will not exceed the fees actually paid to us by you in the twelve months preceding the occurrence of the claimed damage.
Each party will indemnify, defend and hold the other party harmless from and against third party actions or written demands ("Claim") directly resulting from the indemnifying party's breach of its obligations under these Terms. The indemnifying party will cover direct damages, costs and expenses, including reasonable attorneys’ fees incurred by the indemnified party in responding to a Claim. The indemnity obligation under these Terms is subject to the following conditions: (i) the indemnified party notifies the indemnifying party in writing about a Claim, promptly after becoming aware of the Claim, and gives the indemnifying party the right to control and direct the investigation, preparation, defense, trial and settlement of the Claim; (ii) the indemnified party does not make any admission of liability, agreement or settlement in relation to the Claim without the prior written consent of the indemnifying party and the indemnity is made actionable upon a final decision of a competent court or a regulatory authority indicating the indemnifying party's violations of the applicable law as the cause of the Claim, or subject to the explicit written agreement of the parties; (iii) the indemnified Party will fully cooperate with the indemnifying party in the defense and settlement of the Claim, including by providing access to the indemnifying party and its professional advisors access to the indemnified party's documents and records within the indemnified party's power of control, for the purpose of assessing, defending and settling the Claim. A party's indemnity obligation will not apply if the Claim was caused by: (i) acts or omissions of the other party, or the other party's employees, directors, affiliates, partners, agents, contractors, or other third parties acting jointly or on behalf of the other party ("Representatives"); (ii) instructions provided by the other party's Representatives; (iii) a willful, deliberate or malicious conduct by a third party not affiliated or controlled by either party.
17. Governing Law and Jurisdiction.
These Terms, the Service and any claim, cause of action or dispute arising out of or related thereto, will be governed and interpreted solely by the laws of the State of Israel, regardless of your country of origin or where you access the Services, and without giving effect to any conflicts resulting from principles of law, which would result in the application of the laws of a jurisdiction other than the State of Israel. Any dispute, claim or controversy arising out of, connected with or related to these Terms, the Services or any use related thereto, will be brought exclusively before the court of the competent jurisdiction located in Tel-Aviv, Israel.
18. Dispute Resolution.
Prior to initiating any legal action, the Parties will attempt to resolve in good-faith any dispute related to this Agreement, first by direct communications between the individuals responsible for administering this Agreement on behalf of each party followed by negotiation between authorized executives to settle the dispute. Either party may provide the other party a written notice of any dispute not resolved in the normal course of business. Within five (5) business days after the delivery of the notice, the receiving party will submit a written response to the other party. The notice and the response will include a statement of each party’s position and a summary of supporting arguments of that position and the name and the title of the executive who will represent that party. Within five (5) business days after delivery of the disputing party’s notice, the executives of both parties will meet at a mutually acceptable time and place, including by phone or video conference, and thereafter as often as they reasonably deem necessary, to resolve the dispute. All reasonable requests for information made by one party to the other will be honored. All negotiations pursuant to this section are confidential and will be treated as a compromise and settlement negotiations for purposes of applicable rules of evidence.
19. Assignment of Rights.
Each party may assign to a third party its rights and obligations under these Terms in the event of a merger with or acquisition of all or substantially all of a party's assets by that third party, provided that the third party undertakes the assigning party's entire rights and obligations under these Terms, and provides a written notice to the other party upon the assignment. Other assignments of rights and obligations under these Terms are null and void without a prior written consent of the other party.
There are no third-party beneficiaries under these Terms. These Terms constitute the entire and complete agreement between you and us and supersede any previous agreements or representations, either oral or written with respect to the subject matter of these Terms. No terms issued by you or appearing on any other document provided by you, including without limitation any invoice, order, purchase order or acknowledgment form will have any force or effect or otherwise be binding. If any provision of these Terms is held invalid or unenforceable, that provision must be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties and the remaining provisions will remain in full force and effect. No failure or delay by either of the parties in exercising any right under these Terms shall constitute a waiver of that right or any other right. Other than as expressly stated herein, the remedies provided herein are in addition to, and exclusive of, any other remedies of a party at law or in equity.