Terms & Conditions
Standard Purchase Terms & Conditions | Sentrycs Ltd.
This document, Terms and Conditions (“T&C” or “Agreement”), constitutes a binding contract between Sentrycs Ltd. and/or its subsidiaries and affiliates (“Sentrycs”) and You – a legal entity (a company, a partnership, or any other legal entity) or an individual (an employee or authorized agent of an entity designated on the applicable Purchase Order (“PO”); hereinafter the “Customer” or “You“). This T&C shall govern any use of the Sentrycs’s System (as defined below and as detailed in the PO to which this T&C is attached). If you are acting on behalf of an organization to acquire a right to use the Sentrycs System, then you represent and warrant that you are duly authorized to enter into this Agreement on behalf of the organization and that you have the proper authority to legally bind the organization, by this Agreement. This T&C also applies to any update of the System (as defined below) as may be used by You.
For the purpose of this T&C, the following terms shall have the meaning ascribed next to them:
- “Support Services” means the support services set forth in Exhibit A“Confidential Information” means as defined in Section 10 below;
- CRM System”means the system in which You can report to Sentrycs of error or defect in the System or in the Software (as defined below);
- “Hardware”means those tangible parts of the System;
- “Intellectual Property Rights” means all worldwide (a) patents, patent applications and patent rights; (b) rights associated with works of authorship, including copyrights, copyrights applications, copyrights restrictions, mask work rights, mask work applications and mask work registrations; (c) rights relating to the protection of trade secrets and confidential information; (d) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
- “Software” means the software component of the System which shall be made accessible subject to payment of monthly subscription fees as more fully detailed herein below.
- “System” means the system for automatic detection, seizing control and safety landing unauthorized commercial drones in designated zones, which may include, in addition to the Software, hardware, modules, communication protocols, interfaces, software and other components which are not supplied by Sentrycs.
2. License for Your Own Internal Business Purposes
Subject to the terms hereof and of the PO, Sentrycs grants You a limited, non-exclusive, non-transferable, non-sublicensable and revocable license (the “License”), (i) to use the System herein in machine-readable, object code form only, during the term set forth in the PO, only internally within your organization or for such other purposes as may be specifically agreed between You and Sentrycs in writing. The Systemmay be used only on the workstations and servers on which You are authorized to install the Systemin accordance with the PO and only in the country and designated location identified in the PO. You may only use those features and functions of the System for which You have paid Sentrycs a license fee.
3. Authorized Use of the System; Restriction
All rights not specifically granted to Customer herein or in the PO are exclusively reserved to Sentrycs. You will not, by yourself or through others: (i) attempt to reverse engineer, decompile, disassemble, translate or otherwise seek to develop, copy or expose the System (including the source code), the Hardware, the Software, the underlying ideas thereof, or any part thereof or assist or allow any third party to do the same; (ii) use, copy, modify, merge, distribute, transfer or sublicense the System or any part thereof, except as expressly authorized in this T&C or in the PO; (iii) use or license the System for the benefit of third parties not in conjunction with the PO or this T&C; (iv) represent that you possess any proprietary interest in the System or any part thereof, nor delete, deface or otherwise erase any proprietary notice of Sentrycs from the System or any part thereof; (v) directly or indirectly, take any action to contest Sentrycs ‘s intellectual property and proprietary rights or infringe them in any way; (vi) write or develop any derivative software or any other software program based upon all or any part of the System (including, without limitations, any user manuals) or any other proprietary or confidential information of Sentrycs ; or (vii) develop, or create, or permit others to develop or create, a product or service similar to or in competition with the System;
- You may not use the System for any activity that constitutes, or encourages conduct that would constitute, a criminal offense, give rise to civil liability or otherwise violate any applicable law or industry standard, including any applicable laws and regulations governing copyrights, computer hacking, privacy and export control.
- The Software may use or may be provided with third party software (“Third Party Code”), including those detailed, in the accompanying documentation or README file conveyed to the Customer together with the System.
- To the extent so stipulated by the License that governs each Third Party Code (“Third Party EULA”), each such Third Party Code is licensed directly to Sentrycs from its respective licensors and not sublicensed from Sentrycs and is subject to its respective Third Party EULA, not to this T&C.
- If, and to the extent, a Third Party EULA requires that this EULA effectively impose, or incorporate by reference, certain disclaimers, permissions, provisions, prohibitions or restrictions, then such disclaimers, permissions, provisions, prohibitions or restrictions shall be deemed to be imposed, or incorporated by reference into this T&C, as required, and shall supersede any conflicting provision of this T&C, solely with respect to the corresponding Third Party Code which is governed by such Third Party EULA.
4. Title and Intellectual Property
You acknowledge and agrees that the System is a proprietary product of Sentrycs and its licensors, protected under copyright laws and international copyright treaties, patent law, trade secret law and other intellectual property rights of general applicability. You further acknowledge and agrees that between You and Sentrycs all Intellectual Property Rights (as defined below) in and to the System or any part thereof are and shall remain with Sentrycs. This T&C and the PO does not convey to You an interest in or to the System or any part thereof, but only a limited right of use revocable in accordance with the terms of this T&C.
5. Term & Termination
- This T&C is effective upon the earlier of your execution of the PO or your initial accessing, installing, running or using the System. This T&C shall continue until terminated. Sentrycs may terminate this T&C upon the breach by You of any term hereof (including any term of the Third Party EULAs). This T&C automatically terminates upon the termination or expiration of any PO entered into between You and Sentrycs which relates, inter alia, to the provision of the System or the operation of the System, except to the extent that such other agreement shall specifically allow for the continued use of the System following termination. Immediately upon any termination or expiration of this T&C, You must: (a) permanently cease, and cause any other person acting on its behalf to so cease, any and all uses of the System; and (b) permanently uninstall, remove and destroy all copies of the System, all the Third Party Software and related documentation and all copies thereof, in its possession or control, whether made under the terms of this T&C or otherwise. In addition, upon termination, the System may or may not automatically disable itself. Termination of this T&C will be in addition to, and not in lieu of, any equitable or other remedies available to Sentrycs. The following clauses of this T&C shall survive any termination for any reason whatsoever or expiration thereof: 4, 8, 10 12, 13, and 14.
- Notwithstanding the foregoing, in the event of a breach by Customer of any of the provisions of this T&C that has not been cured (to the extent such breach is curable) in such a manner satisfactory to Sentrycs, within 7 days from the receipt of a written notice, then (i) the License and all rights hereunder shall automatically terminate; (ii) the System (including the Hardware, Software and all copies of other documentation) shall be immediately returned to Sentrycs at Customer’s expense; (iii) Customer shall be required to make immediate payment of all outstanding amounts due by Customer to Sentrycs . The foregoing shall be without prejudice to any other remedy Sentrycs may have under applicable law or agreement. For the removal of any doubt, no refunds or any portion thereof will be made to Customer.
6. Delivery; Installation and Support
The System shall be delivered to You with the Software already installed in the Hardware and with accompanying documentation. Delivery is made EXW (Incoterms 2020) at the destination specified in the PO; shipment costs are born by You.
- During the Term, and subject to the terms and conditions of this T&C and your full and timely payment to Sentrycs of all applicable fees, You shall be entitled to Support Services, according to the provisions of Sentrycs’s Service Level Agreement (“SLA”) and as otherwise set forth in the PO.
- You hereby acknowledge that the System relies on network, infrastructure, hardware and software, partly managed and operated by others. Therefore, Sentrycs does not warrant however that Customer’s use of the Software or the System will be uninterrupted or that the operation of the System using the Software will be secure or that it will always be available, free from errors or omissions, malfunctions, bugs or failures, including hardware failures, software failures and software communication failures. If Sentrycs receives notice of any System failure or malfunction, or if Sentrycs identifies them by itself, Sentrycs will endeavor to regain the System’s full availability, pursuant to the SLA. However, such incidents will not be considered a breach of this T&C, and Sentrycs shall be excused from the performance of its obligations under this T&C, insofar as the performance is prevented, or interfered with, due to acts by third parties, or conditions beyond Sentrycs’s reasonable control.
In consideration of the provision of the License, System and service to You, you will pay Sentrycs the Fees set forth on the PO.
- All Fees are quoted in US Dollars, unless expressly stated otherwise. Unless otherwise stated in the PO, Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases & subscriptions hereunder, other than direct taxes on net income of Sentrycs . If Sentrycs has the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and promptly paid by you, unless you provide to Sentrycs a valid tax exemption certificate authorized by the appropriate taxing authority.
Any and all data and information (including any business, marketing, technical, scientific or other information) contained in, related to or associated with the System, in any medium or format, including the terms of this T&C and the PO, shall be treated by You as confidential information of Sentrycs. (“Confidential Information”). Confidential Information shall not include publicly available information or information independently developed by You without reference to or making use of Confidential Information. You agree to limit access to Confidential Information to authorized employees who have a substantial need to know the Confidential Information and not to disclose, convey, publish or transfer such Confidential Information in whole or in part, including derivations, to any third party or authorize anyone else to do so without the prior written approval of Sentrycs. You will safeguard any Confidential Information with the same care as You would safeguard your own confidential information, but with no less than reasonable care. If You will be compelled to disclose any Confidential Information due to any applicable law, You will promptly inform Sentrycs in writing of such disclosure requirement and You will limit the disclosure only to that extent which is legally required. You acknowledge that any information concerning the System or the use thereof that You provide to Sentrycs will not be treated as your confidential information and may be used by Sentrycs and its affiliates. You acknowledge and agrees that any unauthorized use or disclosure of the Confidential Information may be a violation of Sentrycs`s trade secrets and may cause Sentrycs irreparable injury for which there is no adequate remedy at law, and agree that Sentrycs may be entitled to obtain immediate injunctive relief prohibiting such violation in addition to any other rights and remedies available to it. You agree that your obligations according to this Clause 11 shall be effective during the term of this T&C and the PO and thereafter in perpetuity.
9. Limited Warranty
In the event that You received a limited warranty in writing with respect to the System from Sentrycs the “Limited Warranty”) then such Limited Warranty will prevail and be the sole and exclusive warranty granted to You with respect to the System.
10. Limitation of Liability
TO THE MAXIMUM EXTENT ALLOWED BY LAW, NONE OF THE INDEMNIFIED PARTIES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES WHATSOEVER, (SPECIFICALLY INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF USE, DATA, GOODWILL OR FOR BUSINESS INTERRUPTION), ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SYSTEM, THE INTEGRATION OF THE SYSTEM OR ANY PART THEREOF, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND SHALL NOT BE LIABLE TO DAMAGES RESULTING FROM AUTOMATIC DISABLING OF THE SYSTEM UPON TERMINATION OR EXPIRATION OF THE T&C. IN ANY EVENT, AND WITHOUT DEROGATING FROM THE AFORESAID, EXCEPT FOR THE INDEMNIFICATION HEREIN BELOW, THE AGGREGATE LIABILITY OF ANY OF THE PARTIES HEREUNDER OR OTHERWISE WITH RESPECT TO OR IN CONNECTION WITH THE PROGRAM (INCLUDING ANY LIABILITY INCURRED UNDER ANY ADDITIONAL PO SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO SENTRYCS LTD. UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO SUCH LIABILITY.
You agree to indemnify and hold the Indemnified Parties, harmless from any claim, demand or damage, including reasonable attorney’s fees, asserted by any third party due or arising out of, or in connection with, your use of the System (or part thereof) in any manner prohibited by this T&C or prohibited by law.
12. Compliance with Laws
You shall ensure the compliance of your activities and your use of the System with all applicable laws and regulations, in any relevant jurisdiction, and with all such governmental approvals, licenses, permits and authorizations necessary for the performance of your activities hereunder and with respect to the System.
Sentrycs may conduct audits in order to verify that You are in compliance with this T&C. The cost of such audit shall be borne by Sentrycs unless the audit shall determine material breaches of this T&C, in which case You shall be responsible to bear such costs. You will supply Sentrycs or an agent thereof with the necessary access to records, hardware, employees and all relevant information to enable performance of the audit.
Customer may not assign its rights or obligations hereunder or under the PO without the prior written consent of Sentrycs. If any provision of this T&C or the PO is held to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible so as to affect the intent of this T&C and/or the PO, and the remainder of the provisions of this T&C and/or PO, as applicable, shall remain in full force and effect. The laws of the State of Israel shall govern all issues arising under or relating to this T&C and/or the PO, including interpretation thereof, without giving effect to the conflict of laws principles thereof. Any dispute in connection with this T&C or any PO shall be referred to and settled exclusively through the competent courts of Tel Aviv, Israel without any recourse to principles of conflicts of laws.