MAPRINT LTD

TERMS AND CONDITIONS

IMPORTANT – PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS (TOGETHER WITH ALL DOCUMENTATION, THE “AGREEMENT”, OR “TERMS AND CONDITIONS”). BEFORE ENTERING THE SYSTEM.

BY CLICKING THE “I AGREE” BUTTON OR USING THE SYSTEM, YOU AGREE TO BE BOUND BY THESE TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, CLICK THE “CANCEL” BUTTON AND DO NOT CONTINUE USING THE SYSTEM

DO NOT SELECT “I AGREE” OR USE THE SYSTEM UNTIL YOU HAVE CAREFULLY READ, UNDERSTOOD, AND AGREED TO THESE TERMS.

YOU HEREBY WARRANTS THAT YOU ARE AUTHORIZED TO CONFIRM THIS AGREEMENT ON BEHALF OF YOUR COMPANY AND/OR ON BEHALF OF THE LICENSEE AND TO UNDERTAKE THE OBLIGATIONS UNDER THIS AGREEMENT. IF YOU DO NOT HAVE THE AFORESAID AUTHORIZATION DO NOT SELECT “I AGREE” OR USE THE SYSTEM.

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.

THESE TERMS CONSTITUTE THE COMPLETE AND EXCLUSIVE AGREEMENT BETWEEN YOU, THE COMPANY ON WHOSE BEHALF YOU ARE USING THE SYSTEM, AND THE COMPANY USING OR LICENSING THE SYSTEM (COLLECTIVELY, “LICENSEE”, “YOU” OR “YOUR”) AND MAPRINT LTD. AND/OR ITS AFFILIATES (“COMPANY”), WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION RELATING TO THE SUBJECT MATTER OF THESE TERMS AND CONDITIONS.

YOU ASSUME ALL RESPONSIBILITY FOR THE SELECTION OF THE SYSTEM TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE SYSTEM.

1. Definitions.

1. "System" means the Company’s cloud based system which can be used in connection with the Software.
2. “Software” means the Company’s software which can be installed by end users which are the Licensee clients for collection the Licensee products usage data.  
3. “Documentation” shall mean the user’s guides and technical manuals that may be delivered by Company to Licensee together with the System and/or Software, the privacy policy, the cancellation and refund policy, as may be amended from time to time.
4. “Intellectual Property Rights” means all intangible legal rights, titles and interests evidenced by or embodied in all: (i) inventions (regardless of patentability and whether or not reduced to practice), improvements thereto, and patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations in part, revisions, extensions, and reexaminations thereof; (ii) trademarks, service marks, trade dress, logos, trade names, and corporate names, together with translations, adaptations, derivations, and combinations thereof, including goodwill associated therewith, and applications, registrations, and renewals in connection therewith; (iii) any work of authorship, regardless of copyrightability, copyrightable works, copyrights (including droit morale) and applications, registrations, and renewals in connection therewith; (iv) mask works and applications, registrations and renewals in connection therewith; (v) trade secrets and Confidential Information; and (vi) other proprietary rights and any other similar rights, in each case on a worldwide basis, and copies and tangible embodiments thereof, in whatever form or medium.
5. “Updates” means, with respect to any element of the Software, a new version of such element that includes bug fixes and minor enhancements to the Software, as designated by a progressing of the version number right of the decimal point following the version initially delivered hereunder, and which is made available at no additional cost by Company to its customers generally.

2. License Grant. Subject to these Terms and Conditions and upon receipt of applicable payment detailed in this Agreement, Company grants to Licensee and Licensee accepts from Company, for the duration of this Agreement  (the “License Term”) a limited, revocable, non-exclusive, non-transferable, non-sublicensable, non-assignable, internal license specifically for the number of users for which the Licensee has paid for, ("Licensed Users") to: (i) download, install and use the Software; and (ii) access and use the System for internal use purposes only according to the terms of this agreement (“License”).
3. Third Party Software.

1. Portions of the Software and System may include third party  software or systems that are subject to third party terms and conditions, including third party open source software (“Third Party Terms”). A list of any third party software and related Third Party Terms is available at http://www.maprint.com/privacy/third-party. If there is a conflict between any Third Party Terms and the Terms herein, then the Third Party Terms shall prevail, but solely in connection with the related third party software. Notwithstanding anything in the Terms to the contrary, Company makes no warranty or indemnity hereunder with respect to any third party software or systems and Licensee shall be fully and solely liable for abiding according to such Third Party Terms and indemnifying Company for any such claims against Company in relation to breach of such Third Party Terms by Licensee or on its behalf.
2. In addition, it is specifically brought to the attention of Licensee, and Licensee hereby confirms and warrants that he is aware that Software and System are provided by way of Software as a Service (SAAS) hosted by AWS (Amazon Web Service) and Firebase and/or Google Cloud Platform, and Company has no liability or warranty in relation thereto, including regarding accessibility or uninterrupted service. Software and System are hosted by AWS and Firebase and/or Google Cloud Platform are subject to their specific terms of use detailed in https://aws.amazon.com/service-terms/ and https://firebase.google.com/terms/ and the Company shall have no liability whatsoever with regards to these matters, including in case of lost data, inability to access or un-operation. Agreement to the terms in this Agreement include agreement to those specific Third-Party Terms, including the AWS and Firebase and/or Google Cloud Platform terms and Licensee hereby confirms he has read and is familiar and agrees to act according to all such terms, in addition to the terms of this Agreement.

4. License Restrictions. Other than the rights explicitly granted in this Agreement, Licensee shall have no other rights, express or implied, in the Software or System. The Software should be installed and/or used explicitly in accordance with the Documentation and the instructions of Company. Except as expressly and unambiguously permitted by this Agreement, Licensee may not, nor permit anyone else to, directly or indirectly: (a) copy or modify any Software or System source code, either alone or in conjunction with any other product or program; (b) exceed the scope of license set forth in Section ‎2; (c) reverse decompile or reverse assemble all or any portion of the Software or System; (d) distribute, disclose, market, rent, lease, lend, sublicense, or transfer to any third party the Software or System or use the Software or System in any timeshare, hosting or service bureau arrangement; (e) export the Software or System in violation of any applicable laws or regulations; (f) remove any identification, including copyright, trademark, patent or other notices, contained in or on the Software or System or Documentation; (g) use the Company name, logo or trademarks without prior written consent from Company; (h) use the Software or System in any application or situation where any failure of the Software or System could lead directly to death, personal injury, or severe physical or environmental damage; (i) use concurrently by more than the allowed Licensed Users without separate authorization by Company, and (j) represent that it possesses any proprietary interest in the Software or System. Any right not explicitly granted to Licensee is reserved to Company.
5. Account. In order to use the System the Company will provide the Licensee with an account (an “Account”). This Account will enables Licensee to fully utilize the Software and System features and will also enable the usage the System in connection with the Software. Licensee is solely liable for any information added into the Account including all databases and can later remove, add or update as needed any information in the databases, including deleting access allowance to specific Licensee Users. Opening an Account requires Licensee to provide accurate and complete information. Licensee is solely responsible for the activity that occurs in the Account and must keep its Account password secure. Licensee must notify Company immediately of any unauthorized use of its Account.
6. Use of System by Licensee System Users. It is made clear that all information accessed through the System and/or the Account, including any mistakes or misuse of the information shall be at the sole liability of Licensee.
7. Title & Ownership. COMPANY DOES NOT SELL OR TRANSFER TITLE IN THE SOFTWARE, OR ANY PART THEREOF, TO LICENSEE. The Software or System, and/or any copies thereof, including without limitation any derivative works made (regardless of whether such derivative works were made and/or developed pursuant to the request and/or specifications of Licensee, and irrespective of any support and/or assistance Company may, will or had received from Licensee, or any third party on its behalf, with respect thereto), as well as any Updates thereto, if provided to Licensee pursuant to this Agreement, shall remain Company’s sole and exclusive property. All Intellectual Property Rights evidenced by or embodied in and/or attached/connected/related to the Software or System, or part thereof, are and shall be owned solely and exclusively by Company. Nothing in this Agreement shall constitute a waiver of Company’s Intellectual Property Rights under any law, nor it shall be in any way construed or interpreted as such.
8. Maintenance Services.

1. Company shall provide Licensee with Updates if and as such Updates shall be generally made available by Company to its other licensees from time to time. Notwithstanding the above, Licensee shall promptly notify Company, in person, in writing or by electronic mail of any reproducible error (“Error”) detected in the Software or System and provide Company with sufficient details to diagnose and reproduce such Error.
2. Company shall make reasonable commercial efforts to either correct such Error or provide a patch or work-around for such an Error as reasonably possible. Company may keep Licensee advised of any Updates of the Software, or part thereof, if and as such Updates are made available by Company.
3. IT IS HEREBY CLARIFIED THAT IT IS THE LICENSEE’S SOLE RESPONSIBILITY TO INSTALL THE SOFTWARE IN ALL OF ITS END USERS COMPUTERS OR SYSTEMS AS WELL AS ANY UPDATES. IT IS HEREBY CLARIFIED THAT, WITHOUT DEROGATING FROM THE TERMS OF SECTION 11 BELOW, THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, INABILITY TO USE THE SOFTWARE OR SYSTEM OR ACCOUNT AND ANY DATA CONTAINED THEREIN AS A RESULT FROM THE LICENSEE NEGLIGENCE TO INSTALL ANY UPDATES IN HIS END USERS COMPUTERS AND SYSTEMS.
4. It is hereby understood that Company’s provision of the above Maintenance Services is contingent upon Licensee’s proper use of the Software and system for which it was intended, and shall not apply to damage caused by abuse, misuse, alteration, neglect, or unauthorized repair or installation, or by the use or attempted use of Software or System other than that supplied and supported by Company and strictly in accordance with the Documentation and instruction of Company, or in the event that the Software is altered, modified or adjusted in any manner by any third party other than Company or Error was caused due to use of Software with other Software or in a manner not intended for.

9. Fees & Payment.

1. License Fees. Licensee shall pay the amount of license fees due to Company as set forth in the Company’s website, as may be amended from time to time. Payment shall be made by credit card at the beginning of each month for the services provided by the Company at the previous month as per the Company’s records. Any payment or part of a payment that is not paid by Licensee to Company when due shall bear interest at the rate of 1.5% per month (but in no event more than the maximum rate allowed by applicable law) and shall constitute sufficient cause for Company to immediately suspend its performance hereunder and terminate the License. In case payments shall not be made in US dollars the Company reserves the right to add to the License Fees any currency conversion fees which may apply.
2. Taxes. All prices payable by Licensee are exclusive of all taxes, including value added taxes and withholding taxes, where applicable. Licensee shall pay all taxes and duties (including applicable value added and/or withholding taxes at the prevailing rate on the date of invoice) associated with this Agreement, excluding taxes on Company’s net income. If the Licensee is legally required to withhold any income or remittance tax from amounts payable to Company, then (a) the Licensee will promptly notify Company, (b) the amount payable will be automatically increased to the full extent required to offset such tax, so that the amount remitted to Company, net of all taxes, equals the amount stated in the invoice, and (c) the Licensee provide Company with the official receipt of payment of such taxes to the appropriate taxing authority. The Licensee will be responsible for payment of any withholding taxes and shall indemnify Company from and against any claim for unpaid withholding taxes, interest and penalties, which may be claimed by the applicable tax authorities relating to payment of such taxes.

10. Warranties. Company warrants that, to the best of its knowledge, it has the right to grant Licensee the license to use the Software and System. Company warrants that upon delivery, the Software shall substantially perform in accordance with the functional specifications in the product Documentation. Company does not warrant, however, that Licensee use of the Software or System will be uninterrupted or that the operation of the Software or System will be error-free or secure and is provided AS-IS, including with no compatibility or merchantability warranty. Company specifically states that Software and System are hosted on a third party servers and Company shall have no liability whatsoever for any interruption in the ability to make use of the Software or ability to access the Account, including any loss of database from the Account or any other details saved therein. Licensee shall be fully and solely liable for backing up any information added into the Account or used with the Software or System. Company’s sole liability for any breach of this warranty shall be to use reasonable efforts, in Company’s sole discretion to replace or repair the defective Software. The foregoing warranties are contingent upon Licensee’s proper use of the Software and System, and shall not apply to damage caused by abuse, misuse, alteration, neglect, or unauthorized repair or installation, or by the use or attempted use of Software together with third party software or in any manner not intended for and strictly in accordance with the Documentation and instruction of Company. Only if Licensee informs Company of the defect in writing within ten (10) days of delivery, and provides evidence of the date the License was delivered, will Company be obligated to honor this warranty. Company will use reasonable commercial efforts to repair, replace pursuant to the foregoing warranty. The foregoing constitutes Licensee’s sole and exclusive remedy for breach by Company of any warranties made under this Agreement.
11. Disclaimer of Warranty. THE WARRANTY SET FORTH ABOVE IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SOFTWARE OR SYSTEM OR ANY OTHER ITEMS PROVIDED HEREUNDER. COMPANY DOES NOT WARRANT THAT THE SOFTWARE OR ANY UPDATES, WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION OR THAT THE OPERATION OF THE SOFTWARE OR SYSTEM, INCLUDING ITS CONNECTION OR INTERACTION WITH OTHER SOFTWARES OR SYSTEMS, WILL BE ERROR-FREE OR SECURE. COMPANY SPECIFICALLY STATES THAT SOFTWARE AND SYSTEM IS HOSTED ON A THIRD PARTY SERVERS AND COMPANY SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY INTERRUPTION IN THE ABILITY TO MAKE USE OF THE SOFTWARE OR SYSTEM OR ABILITY TO ACCESS THE ACCOUNT, INCLUDING ANY LOSS OF DATA FROM THE ACCOUNT OR ANY OTHER DETAILS SAVED THEREIN. LICENSEE SHALL BE FULLY AND SOLELY LIABLE FOR BACKING UP ANY INFORMATION ADDED INTO THE ACCOUNT OR USED WITH THE SOFTWARE OR SYSTEM. ALL THIRD PARTY RIGHTS AND LICENSES ARE PROVIDED “AS IS”. IN ADDITION, EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE AND SYSTEM IS PROVIDED “AS IS,” AND COMPANY, ITS AFFILIATES AND SUBSIDIARIES, DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF COMPATIBILITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
12. Indemnification. Subject to the provisions of this Section ‎12, Company shall defend or settle at its expense any action, claim or proceeding, brought against Licensee to the extent based upon a claim that the Software licensed by Licensee infringes any third party intellectual property right. Company’s obligation to indemnify Licensee shall be limited to the following: Company agrees to pay Licensee reasonable attorneys’ fees and expenses, incurred in investigation or defense of such claims, and all damages and liabilities finally awarded by final court ruling against Licensee or paid in settlements and arising out of such third party claims up to the cap stated in the Limitation of Liability. Company’s indemnity obligation shall not extend to claims based solely on (i) an unauthorized modification or use of the Software made by any third party other than Company where the Software without such modification or unauthorized use would not be infringing; (ii) the combination of non infringing items with any items not supplied by Company. As a condition to the defense set forth above, Licensee shall give Company prompt notice of any such claim made against it, and grant Company sole control of the defense of any such claim, suit or proceeding, including appeals, negotiations and any settlement or compromise thereof. If the Software or System or part thereof becomes, or in Company’s opinion may become, subject to any claim of infringement of any duly issued patent or copyright or asserted trade secret right and its use is thereby enjoined, Company’s sole liability shall be, at Company’s option, to either: (i) procure for Licensee the right to continue using the Software or System; (ii) replace or modify the Software or System, so that it is non-infringing; or (iii) if neither of the foregoing alternatives is reasonably practical, Company shall refund a portion of the License Fees paid to Company for such Software based on a pro rata straight line thirty six (36) month depreciation basis. Other than as specifically stated above, Licensee agrees that Company shall have no liability whatsoever for any use made of the Software or System by Licensee or any third party, including any mistakes that may occur due to use of the Software or System, including but not limited to error in billing of his clients, incorrect data insert, etc and all such uses of the Software and its outcomes are the sole and exclusive liability of Licensee. Licensee hereby agrees to defend, indemnify and hold harmless Company and its affiliates and their respective officers, directors, agents and employees from any and all claims, damages, liabilities, costs, and expenses (including attorney’s fees) arising from claims related to (i) Licensee use or inability to use of the Software or System, (ii) Licensee or Licensee clients violation of this Agreement or any Third Party Terms; (iii) negligence or willful misconduct and (iv) Licensee violation of any third party right, including without limitation any copyright, property, or privacy right, including in the Account or databased therein and all of the above except for claims arising from the Software’s infringement of IP, as provided in this Section ‎12.

Without derogating from or excusing Licensee's obligations under this section, Company reserves the right (at Licensee's own expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by Licensee if Licensee shall choose not to defend or settle it.  Licensee agrees not to settle any matter subject to an indemnification by Licensee without first obtaining Company's express approval.  

13. Limitation of Liability.

1. IN NO EVENT WILL COMPANY BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. IN NO EVENT SHALL COMPANY'S LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE OR THE SYSTEM, EXCEED THE AMOUNT PAID TO COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT.
3. IN ADDITION, IT IS SPECIFICALLY BROUGHT TO THE ATTENTION OF LICENSEE, AND LICENSEE HEREBY CONFIRMS AND WARRANTS THAT HE IS AWARE THAT SOFTWARE AND SYSTEM ARE PROVIDED BY WAY OF SOFTWARE AS A SERVICE (SAAS) HOSTED BY AWS (AMAZON WEB SERVICE) AND Google Cloud Platform/Firebase AND COMPANY HAS NO LIABILITY OR WARRANTY IN RELATION THERETO INCLUDING REGARDING ACCESSIBILITY OR UNINTERRUPTED SERVICE. SOFTWARE AND SYSTEM ARE HOSTED BY AWS AND Google Cloud Platform/Firebase AND ARE SUBJECT TO THEIR SPECIFIC TERMS OF USE DETAILED IN https://aws.amazon.com/service-terms/ AND https://firebase.google.com/terms/ AND COMPANY SHALL HAVE NO LIABILITY WHATSOEVER WITH REGARDS TO THESE MATTERS, INCLUDING IN CASE OF LOST DATA, INABILITY TO ACCESS OR UN-OPERATION. AGREEMENT TO THE TERMS IN THIS AGREEMENT INCLUDE AGREEMENT TO THOSE SPECIFIC THIRD PARTY TERMS, INCLUDING THE AFORESAID TERMS AND LICENSEE HEREBY CONFIRMS HE HAS READ AND IS FAMILIAR AND AGREE TO ACT ACCORDING TO ALL SUCH TERMS, IN ADDITION TO THE TERM IN THIS AGREEMENT.
4. THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY RISK WHICH IS SET FORTH IN THIS SECTION.

14. Confidentiality. Each party (the “Disclosing Party”) may from time to time during the term of this Agreement disclose to the other party (the “Receiving Party”) certain information regarding the Disclosing Party’s business, including technical, marketing, financial, employee, planning, and other confidential or proprietary information (“Confidential Information”). The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of the Term and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. The Receiving Party’s obligations under this Section ‎14 with respect to any Confidential Information of the Disclosing Party shall not apply to and/or shall terminate if and when the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under the Agreement in connection with a legal proceeding; or (iii) required by law or by the order or a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure. The obligations set forth in this Section shall survive termination of this Agreement.
15. Term, Default and Termination.

1. Subject to full payment of the Licensee Fee, this Agreement and the License shall be effective for as long as the Licensee Fee is paid unless this agreement is cancelled in accordance with the terms of this Agreement ("Term").  The Term, this Agreement and the License shall automatically renew for one month periods unless the Company shall offer other terms of engagement then in accordance with the term offered by the Company and selected by you, subject to full payment of Licensee Fee for such additional Term, unless either Party provided notice to the other Party of its request to not have this Agreement and the License renew for such additional term prior to its auto renewal or until terminated by either Party subject to Section 15.3 below.
2. An event of default shall be deemed to occur: (i) if Licensee breaches, or fails to perform, any provision of, or its obligations under Sections ‎4, ‎7 or ‎14; (ii) if either party fails to perform any other material obligation under this Agreement and such failure remains uncured for more than thirty (30) days after receipt of written notice thereof; (iii) upon the institution of any proceedings by or against either party seeking relief, reorganization, or arrangement under any laws relating to insolvency, which proceedings are not dismissed within sixty (60) days; (iv) upon the assignment for the benefit of creditors, or the appointment of a receiver, liquidator, or trustee, for any of either party’s property or assets; or (v) upon the liquidation, dissolution, or winding up of either party’s business.
3. If an event of default occurs, the non-defaulting party, in addition to any other rights available to it under the law, may terminate this Agreement and all licenses granted hereunder by written notice to the defaulting party. In any case of termination, Licensee shall not be entitled to receive repayment of any fees paid under this Agreement, including of the pro rated part of any prepaid Licensee Fee for the remaining License Term, if any. Remedies shall be cumulative and there shall be no obligation to exercise a particular remedy.
4. Any sections of this Agreement that by their nature shall be deemed to survive termination of this Agreement, shall survive such termination including Section ‎ 7 (Title and Ownership), 10 and 11 (Warranty and Warranty Disclaimers), 12 (Indemnity), 13 (Liability limitations) 14 (Confidentiality), 16 (Privacy) ‎and Section 17 (General) which shall survive termination of this Agreement.

16. Privacy.  

1. Licensee Personal Data. Company will use any personal data Company may collect or obtain in connection with the Software or System (including through the creation of the Account) and relating solely to the Licensee’s representatives in accordance with our privacy policy which is available at http://maprint.com/privacy.html (“Privacy Policy”), and Licensee agrees that Company may do so.
2. Payment Data. Licensee’s payment data as shall be provided by the licensee will be collected and used by a third party who provides the Company with collection of payment, as shall be determined by the Company which may be changed by the Company from time to time, and such information shall be subject to such third party privacy policy which is available at http://maprint.com/privay-third-party and the Licensee hereby confirms he has read and he is familiar with and agrees to be bound by the terms of such privacy policy.

17. General Terms.

1. Governing Law. This Agreement shall be governed by the laws of the State of Israel, without reference to its conflict of laws rules. The parties agree that exclusive jurisdiction for any dispute arising out of or relating to this Agreement lies within the State of Israel courts located in Tel Aviv, Israel.
2. Independent Contractor. Licensor undertakes the furnishing of the License and performance of its obligations under this Agreement as an independent contractor. There shall be no employer-employee relationship between Company’s employees and Licensee, and Licensee’s employees and Company.
3. Waiver. No waiver of rights arising under this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No failure or delay by either party in exercising any right, power or remedy under these Agreement shall operate as a waiver of any such right, power or remedy and/or prejudice any rights of such party.
4. Notices. Legal notices given by the parties to one another in connection with this Agreement shall be provided by writing, prepaid mail, receipted courier service, or hand delivery to the party to be notified, at the address stated at the Order Form.
5. No Third-Party Beneficiaries. This Agreement is intended solely for the benefit of the parties. In no event will any third party have any rights in relation to this Agreement or any right to enforce the terms hereof.
6. Force Majeure. Company is excused for any delays, losses or damages due to causes beyond its control, including without limitation, fire, explosion, power irregularities or surges, acts of God, earthquakes, rains, floods, lightning, labor unrest, strikes, strife or any other cause beyond its control.
7. Subcontracting and Assignment. Licensee shall not assign and/or subcontract any of its rights and obligations under this Agreement, except with Company’s prior written consent. Company may assign or subcontract any of its rights and/or obligations hereunder at its sole discretion.
8. Severability. If any provision under this Agreement is determined by a competent court to be unenforceable, that provision will be deemed to be modified to the extent necessary to allow it to be enforced to the extent permitted by law, or if it cannot be modified, the provision will be severed and deleted, and the remainder of the Agreement will continue in full force and effect.
9. Entire Agreement. The Licensee hereby states and warrants he have read this Agreement, and agree to be bound by it, and further agree that it constitutes, together and other Documentation, the complete and entire agreement of the parties and supersedes all previous communications between them, oral or written, relating to the subject matter hereof. No representations or statements of any kind made by either party that are not expressly stated herein shall be binding on such party.  No amendment to this Agreement will be binding unless in writing and signed by Company other than that Company reserves the right to modify this Agreement at any time by sending Licensee System notification and/or publishing the revised Agreement on the Company website.  Such change will be effective immediately and your continued use of the System thereafter means that you accept those changes.   

OCTOBER 2018 VERSION