These Terms and Conditions and the SOW signed by the Customer (collectively, the “Agreement“) govern Customer’s use of the Services and the Platform, as contemplated herein.

  1. Services; License
    1. Subject to the terms and conditions of this Agreement, Keepy shall provide Customer with services designed to enable Customer to assess certain metrics of work environment dynamics based on their digital behavior (the “Services“), through Keepy’s proprietary technology as hosted on a third party cloud (the “Platform“). The use of the Platform by the Customer and any of its Authorized Users (as defined below), as well as any support, updates and renewals related thereto, is governed by the Platform Terms of Service, available here: [ https://www.keepy.ai/terms-of-use ]. In the event of a conflict between the Platform Terms of Service and the Terms & Conditions these Terms & Conditions shall prevail.
    2. During the Term and subject to Customer’s compliance with the terms and conditions of this Agreement, Keepy grants Customer a non-exclusive, non-transferable (except as permitted herein), non-sublicenseable (except as permitted herein), limited, revocable right for Customer’s employees, agents, representatives and contractors who are permitted to access the Services by Customer (“Authorized Users“) to access the Platform, for Customer’s use, as agreed between the parties in the SOW and any other instructions and technical documentation provided by Keepy from time to time (“Documentation“). 
    3. Customer hereby grants Keepy, during the Term, a non-exclusive, non-transferable (except as permitted herein), royalty-free, worldwide license to use, reproduce, and prepare derivative works of all data provided to Keepy in connection with this Agreement (the “Customer Data“), solely to permit Keepy to perform the Services as contemplated hereunder, all subject to Keepy’s compliance with applicable law.  
    4. Customer acknowledges that the Platform or the Services may include certain third party services, products and tools (the “Third Party Services“), which are subject to special terms, which will be provided to the Customer. Customer acknowledges that Keepy merely acts as an intermediary platform between the Customer and the Third Party Services providers and shall not be in any way responsible or liable with respect thereto. Keepy may, at any time and at its sole discretion, subject to a written notice to the Customer suspend, disable access to or remove from the Services, any Third Party Services, or replace such Third Party Services either through an alternate provider or by Keepy, without any liability to Customer so long as the description of the applicable services remains substantially the same.
  2. Keepy Representations
    1. Notwithstanding anything to the contrary, Keepy warrants and represents that:
      1. the Platform and the provision of the Services do not infringe any intellectual property rights, including, without limitation, copy rights, patent rights and trademarks, of any third parties; and
      2. the Platform and Services and their hosting environment comply with all security protections which are typical and/or standard in the industry as well as all applicable legal requirements, including without limitation, privacy laws, rules and regulations.
  3. Customer Obligations. Customer hereby undertakes to:
    1. provide Keepy with the information required by the Platform from time to time in order to provide the Services, including without limitation the Customer Data, and ensure it has obtained the requisite rights and approvals for collecting and transferring to Keepy such information;
    2. use the Platform, the Services, all related software, and Documentation provided by Keepy in compliance with all applicable laws and regulations, including but not limited to applicable data security and privacy laws. Customer represents and warrants that no third party agreement prevents it from using the Platform, the Services, all related software, and Documentation as contemplated hereunder; and
    3. manage and secure all login credentials used by Authorized Users in connection with their use of the Platform, and protect the same against unauthorized use or disclosure.
  4. Customer Data 
    1. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all Customer Data. Customer represents and warrants that the Customer Data does not infringe, misappropriate or otherwise violate any proprietary rights of any third party.
    2. Keepy reserves the right to collect, process, use and retain any data derived from the Customer Data for any of its internal business purposes, on a strictly aggregated and anonymized basis (i.e. there is no possibility to track and/or connect the anonymized derivative of the data with the original personal data subject).
    3. The Customer hereby warrants that the Customer Data shall not include any individually identifying or identifiable information (“Personal Data”), other than as necessary for the purpose of using the Services. 
  5. Fees. 
    1. Fees. Customer shall pay Keepy the fees due to Keepy as set forth in the applicable SOW (the “Fees”) according to the payment schedule and the payment terms set forth therein.
    2. Payment Terms. Unless otherwise specified in an SOW, all payments shall be made in U.S. dollars within thirty (30) days of the invoice date issued by Keepy to Customer. Amounts that are not paid in accordance with the terms stated in this Agreement, will be subject to a late charge of 1.5% per month or, if lower, the maximum lawful interest rate, until paid in full.
    3. Taxes. All amounts payable to Keepy are exclusive of VAT, or any other sales tax which will be paid by Customer. 
  6. Intellectual Property Rights. All intellectual property rights in the Platform, Services, Documentation and any part thereof, including any and all derivatives, changes and improvements thereof, lie exclusively with Keepy. Customer shall (i) not attempt to infiltrate, hack, reverse engineer, decompile, or disassemble the Platform, Service or any part thereof for any purpose; (ii) not represent that it possesses any proprietary interest in Platform, Service, Documentation or any part or derivative thereof; (iii) not directly or indirectly, take any action to contest Keepy’s intellectual property rights or infringe them in any way; (iv) except as specifically permitted in writing by Keepy, not use the name, trademarks, trade-names, and logos of Keepy, or take any action, directly or indirectly, to register Keepy’s trademarks, copyrights or domain names (or any variation of the foregoing), in its own name; (v) except as specifically permitted herein, not copy any part or content of the Platform, reports or Documentation other than for Customer’s own internal business purposes; (vi) not copy any features, functions or graphics of the Platform, or create derivative works of the Platform, or use the Platform to build a competitive product or service; and (vii) not remove the copyright, trademark and other proprietary notices contained on or in Keepy’s Platform, products, services or Documentation.
  7. Confidentiality. Each party agrees to use any Confidential Information of the other Party solely for the purpose of this Agreement. The receiving party agrees (i) not to disclose the disclosing party’s Confidential Information to any third parties other than to its directors, employees, advisors, or consultants (collectively, its “Representatives”) on a “need to know” basis and provided that such Representatives are bound by confidentiality obligations not less restrictive than those contained herein; (ii) not to use or reproduce any of the disclosing party’s Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement; (iii) to keep the disclosing party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care. Notwithstanding the foregoing, if the receiving party is required by legal process or applicable law, rule, or regulation to disclose any of the disclosing party’s Confidential Information, then prior to such disclosure, if legally allowed, receiving party will give prompt notice to the disclosing party so that it may seek a protective order or other appropriate relief.  The confidentiality obligations hereunder shall expire three years from the date of termination or expiration of this Agreement and shall supersede any previous confidentiality undertakings between the parties.  For the purposes hereof, “Confidential Information” means any proprietary or trade secret information disclosed by one party to the other which can be reasonably understood under the circumstances to be confidential, but excluding any information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the disclosing party; (iii) the receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of this Agreement; (iv) the receiving party can demonstrate in its records to have independently developed, without breach of this Agreement and/or any use of or reference to the Confidential Information.
  8. Indemnification. 
    1. Keepy shall defend, indemnify and hold Customer harmless, from and against any claims, damages, costs, liabilities and expenses (including reasonable attorneys’ fees) arising out of or related to any third party claim that: Customer’s use of the Service in accordance with the terms hereof infringes such third party’s intellectual property right, provided that Keepy will have no obligation to indemnify Customer to the extent the claim arises out of: (i) the Customer Data; (ii) the Customer’s use of the Services together with any Third Party Services or any other software, code, system, data, material or integration of the Customer or any third-party other than as authorized by this Agreement or any SOW.
    2.  The Customer shall defend, indemnify and hold Keepy harmless from and against any claims, damages, costs, liabilities, and expenses (including reasonable attorney’s fees) arising out of or related to any claim made or brought against Keepy by a third party alleging that: (i) the collection, storage and use of the Customer Data in connection with the Services or this Agreement violates such third party’s privacy, moral, or other personal or proprietary rights; or (ii) the Customer’s use of the Services, or any Third Party Services, other than as expressly permitted under this Agreement, infringes or misappropriates the intellectual property rights of a third-party or violates any applicable law or regulation.
    3. Indemnification under this Section ‎ shall be conditioned upon the party seeking indemnification (i)‎ promptly notifying the indemnifying party in writing of the claim; (ii) allowing the indemnifying party to assume sole control of the defense and settlement of the claim; and (iii) providing the indemnifying party with all reasonable assistance in the defense, at the indemnifying party’s expense.
    4. This Section ‎ states the indemnifying party’s sole liability to, and the indemnified Party’s exclusive remedy against, the other party for any type of claim described in this Section ‎.
  9. Disclaimer; Limitation of Liability
    1. EXCEPT AS EXPLICITLY PROVIDED HEREIN, THE PLATFORM, SERVICES, DOCUMENTATION AND/OR THE CUSTOMER DATA ARE PROVIDED AND MADE AVAILABLE WITHOUT WARRANTIES OR REPRESENTATION OF ANY KIND, AND EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES – STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. KEEPY FURTHER DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE PLATFORM OR ANY RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
    2. EXCEPT FOR WILLFUL MISCONDUCT OR FRAUD, EACH PARTY’S  INDEMNIFICATION OBLIGATIONS SET OUT IN SECTION 8 AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID AND PAYABLE BY CUSTOMER TO KEEPY DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES. EXCEPT FOR WILLFUL MISCONDUCT OR FRAUD, EACH PARTY’S  INDEMNIFICATION OBLIGATIONS SET OUT IN SECTION 8 AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  
  10. Term; Termination
    1. This Agreement will become effective upon the Effective Date and will continue in effect for the period of the Services purchased pursuant to the SOW, as renewed from time to time, unless earlier terminated in accordance with this Section 10 (the “Term“)
    2. Either party may terminate this Agreement immediately by giving written notice to the other party if: (i) the other party breaches a material provision of this Agreement and fails to cure the breach within seven days after being given written notice thereof; (ii) the other party is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party; or any petition by or on behalf of such party is filed under any bankruptcy or similar laws.  
    3. Keepy may terminate this agreement for convenience by giving written notice to Customer seven (7) days prior to such termination.
    4. Upon termination of this Agreement, Customer will immediately cease use of the Platform and any Service, each party shall return to the other party all of the other party’s Confidential Information in its possession and any outstanding Fees shall become due and payable. Sections ‎5, ‎6, ‎7, ‎8, ‎9, ‎11  and 13 shall survive expiration or termination of this Agreement  
    5. At any time upon Customer’s request, and immediately upon termination of the Agreement, Keepy shall promptly irretrievably delete, return, or destroy all copies of any Customer Data including Personal Data or any portion hereof and shall provide a written certification of such deletion to Customer upon request.
  11. Notices. All notices or other communications hereunder shall be in writing and given in person, by registered mail, by an overnight courier service which obtains a receipt to evidence delivery, or by facsimile or email transmission with written confirmation of receipt, addressed to the address set forth in the SOW or to such other address as any party hereto may designate to the other in accordance with the aforesaid procedure. All notices and other communications delivered in person or by courier service shall be deemed to have been given upon delivery, those given by facsimile or email transmission shall be deemed given on the business day following transmission, and those sent by registered mail shall be deemed given three (3) calendar days after posting.
  12. Publicity. Keepy may display Customer’s names, logos, and trademarks solely for identifying Customer as a customer of Keepy (including, without limitation, on Keepy’s website), and with Customer’s prior written approval, issue publicity or general marketing communications concerning Keepy’s engagement with Customer. 
  13. General. All amendments will be made only in writing. This Agreement and any rights under this Agreement may not be assigned by either party, and any such purported assignment shall be null and void. Notwithstanding the foregoing, each party shall be entitled to assign its rights under this Agreement to any affiliate or upon a merger, reorganization or sale of all or substantially all of its assets or such similar transaction without the need to obtain the consent of the other party. If any part of this Agreement is declared invalid or unenforceable for any reason, such part shall be deemed modified to the extent necessary to make it valid and operative and in a manner most closely representing the intention of the parties, or if it cannot be so modified, then eliminated, and such elimination shall not affect the validity of any remaining portion, which shall remain in force and effect. Any failure by a party to insist upon or enforce performance by the other of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance. This Agreement is governed by the laws of the State of Israel, without regards to its conflict of laws principles, and any dispute arising from this Agreement shall be brought exclusively before the courts of Tel Aviv, Israel.