Cemantica Consulting Ltd. (“WE”, “OUR”, “US” OR THE “COMPANY”) WELCOMES YOU (“USER”, “YOU” OR “YOUR”) TO OUR WEBSITE AT https://www.cemantica.com/ (THE “WEBSITE”). THE FOLLOWING TERMS (THE “TERMS”) STIPULATE THE TERMS AND CONDITIONS OF YOUR USE OF THE WEBSITE. THE WEBSITE IS PROVIDED SOLELY FOR YOUR OWN USE. BY ACCESSING OR USING OUR WEBSITE, YOU AGREE TO THESE TERMS. YOUR USE OF THE WEBSITE IS EXPRESSLY CONDITIONED ON YOUR COMPLIANCE AND CONSENT WITH THESE TERMS. IF YOU DO NOT AGREE TO ANY OF THE PROVISIONS OF THE TERMS YOU SHOULD IMMEDIATELY STOP USING THE WEBSITE.
In addition to these Terms, please also review our Privacy Policy, available at Cemantica | Privacy Policy, which these Terms are incorporated hereto by reference, along with such other policies of which you may be notified of by us from time to time.
1. Definitions
1.1. “Account” means an online account registered by you for the purpose of using the Services.
1.2. “Additional Services” means Services that you purchase, as distinguished from the Services which are provided for free and may include premium services and functions. Company may, at its discretion, decide that Services which have heretofore been available without charge shall become Additional Services which are provided for a fee and such change shall become effective upon posting on Company's Website as set out in Section 14.2.
1.3. “Content” means any files, data, material and information submitted, uploaded and stored by you through the Service.
1.4. “Fees” shall mean any fees charged by Cemantica from Customer under these Terms.
1.5. “Platform” means Company's online solution for customer journey management and continuous customer experience improvement.
1.6. “Services” means any applications, products, services (including any Additional Services, to the extent applicable), documentation, and software made available through the Platform.
1.7. “Third Party Services” means any service, product, software or application that is provided by a third party and interoperates with a Service. Such Third-Party Services may be offered via a dedicated website.
1.8. “User Data” means data relating to your use of the Platform and Services, including but not limited to information related to:
1.8.1. Your contact and payment information, including email addresses and credit card or other payment remittance information; You are responsible to ensure that payment information that is exchanged between you and your clients is not transmitted over the Platform;
1.8.2. Statistical data, device generated reports and audit logs;
1.8.3. Settings, preferences chosen, and resource usage;
1.8.4. free text submitted by you, and screen recording sessions.
2. Registration and User Account
2.1. Establishing an Account. You must register and establish an Account in order to use our Services. Following the initial registration of an Account you will have the ability to access the Platform and use the Services solely for the purpose of your business activity. We may update the Services from time to time, including adding or removing functions.
2.2. SSO. You can register an Account via single sign-on (“SSO”) by logging into your account with certain third-party service accounts, including GitHub and Google (each such account, a "Third-Party Account"), as described below. As part of the functionality of the Services, you may link your Account with Your Third-Party Accounts, by either: (i) providing your Third-Party Account login information to the Company through the Services; or (ii) allowing the Company to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. By registering an Account through SSO, you represent that you are entitled to disclose your Third-Party Account login information to the Company and/or grant the Company access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating the Company to pay any fees or making the Company subject to any usage limitations imposed by such third-party service providers.
2.3. Account Information. You must safeguard and not disclose your Account username and password and you must supervise the use of such Account. You must provide us accurate and complete information in order to create an Account. You agree to keep your Account information up to date and accurate. Failure to do so, constitutes a breach of the Terms, which may result in immediate termination of your Account on our Services. Any Services provided in connection with your Account will be charged to your Account. You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE ACCOUNT USERNAMES AND PASSWORDS. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR ALL ACTIVITIES THAT OCCUR UNDER THE ACCOUNT. You must notify us immediately of any unauthorized use of your Account or any other breach of security.
2.4. Administrator. When you initially register for and create an Account, you are, or a party that you authorize is, the administrator (“Administrator”). Administrators may authorize additional individuals to access the Services through the same Account (“Users”). Users may include, for example, your employees, contractors and agents. These Terms apply to any User of the Services.
2.5. Access Rights. The Administrator is responsible for Users’ access to the Services. Depending on the types of access rights the Administrator grants to Users, Users may be able to delete, copy, or view the Content and data accessible in your Account and subscribe or unsubscribe to any applicable additional services. The Administrator is solely responsible for the access to the Services granted to Users and it is the Administrator’s sole responsibility to add or remove access rights to Users. We are not responsible for the internal management or administration of the Services. You are responsible for Users’ compliance with these Terms. A violation of any provision of these Terms by a User may result in the termination of an Administrator’s or any User’s access to the Services. If you choose to close or terminate your access to a Service or Additional Service, Users will no longer be able to access such Service or any of the Content within such Service.
2.6. Communications. Company may from time to time send you communications, unless you have opted not to receive them.
2.7. Deletion of Account. You may request to delete your Account at any time. Any content and other information and data entered into the Services may be permanently deleted if you delete the Account.
2.8. Use of Data. Company may collect User Data, and You hereby grant Company permission to collect User Data available on the Platform and to use such User Data to improve the Platform performance and functionality and improve services and support to Company customers and for other business purposes including monitoring, statistical data gathering, diagnostics, comparative analyses, press and supplies utilization, complementary solutions usage, security and software integrity assurance, remote control and support and click performance tracking and billing. Company may further use User Data (i) to respond to duly authorized information requests of police, law enforcement, or other governmental authorities; (ii) to comply with any applicable law, regulation, subpoena, discovery request or court order; (iii) to investigate and help prevent security threats, fraud, or other illegal, malicious, or inappropriate activity; (iv) to enforce/protect the rights and properties of Company or its affiliates or subsidiaries; or (v) with the prior informed consent of the data subject about whom the personally identifiable information pertains.
2.9. Use of Artificial Intelligence
2.9.1. AI Integration
Our platform integrates Artificial Intelligence (AI) technologies to enhance service offerings, improve user experience, and provide personalized content and recommendations. The AI systems are designed to process and analyze data in ways that support decision-making, automate processes, and create more efficient user interactions.
2.9.2. User Consent and Data Usage
By using our platform, you acknowledge and consent to the processing of your data by our AI systems as described in our Privacy Policy. The data collected for AI processing includes, but is not limited to, user interactions, behavior patterns, and preferences. This data is essential for the effective operation of our AI technologies and for delivering personalized experiences.
2.9.3. Intellectual Property Rights
The algorithms, models, and processes developed through our AI technologies are proprietary to our platform and are protected under intellectual property laws. Unauthorized use, replication, or distribution of our AI technologies is strictly prohibited.
2.9.4. Limitations of Liability
While we strive to ensure the accuracy and reliability of our AI technologies, we do not guarantee that the AI outputs will always be accurate or error-free. Our platform shall not be liable for any inaccuracies, errors, or damages resulting from the use of our AI technologies. Users are advised to use their judgment and verify any AI-generated content or recommendations before making decisions based on such information.
2.9.5. Changes and Updates
We reserve the right to modify, enhance, or discontinue any AI feature or capability without prior notice. Continued use of the platform after any such changes constitutes your acceptance of the new terms.
2.9.6. Contact and Feedback
We welcome feedback on our AI integration and are committed to continuous improvement. Should you have any questions, concerns, or suggestions regarding our use of AI technologies, please contact us through the designated channels provided on our platform.
3. Your Content
3.1. License to Content. You grant us a worldwide, non-exclusive license to host, copy, process and use your Content as required in order to provide You with the Services. Subject to this limited license we do not acquire any right in your Content and you, or your licensors retain all rights and ownership to your Content. You warrant that You have full rights to provide to us any Content that You provide through the Services. We have policies in place to limit the access of our employees to Content. Where policies permit access to the Content, it is only for the purpose of supporting You in your use of the Services.
3.2. Responsibility for Content. The Services are not intended to be used as storage, backup or archiving services. It is your responsibility to back up your Content and you are responsible for any lost or unrecoverable Content.
4. Other Products and Services
We may allow you to integrate your Account with or the Services may otherwise include Third Party Services that are not owned or controlled by us. We have no control over, and assume no responsibility for, the Content, privacy policies, or practices of any Third-Party Services. We shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of, availability of, or reliance on any such Content, goods or services available on or through the Third-Party Services, and we do not warrant or support any Third-Party Services. You shall be solely responsible for compliance with the terms and conditions and privacy policies of any Third Party Services that you visit.
5. Customer License; Customer Obligations and Restrictions
5.1. Customer License. Subject to Your compliance with these Terms and any Order, Cemantica grants you a personal, non-exclusive, non-transferable, non-sublicensable, limited, revocable license to use the Services and Platform, solely for your internal business purposes.
5.2. Customer Obligations. You agree to do each of the following in connection with your use of the Services: (i) comply with all applicable laws, rules and regulations, including those regarding data privacy, intellectual property rights and export control; (ii) pay the Fees for the Services, if applicable, when due; (iii) use reasonable security precautions for providing access to the Services by your Users, clients or other individuals to whom You provide access.
5.3. Restrictions. You may not, whether by yourself or anyone on your behalf (a) sell, resell, or lease the Services or access or attempt to access the Services by any means other than the interface we provided or authorized; (b) circumvent any access or use restrictions put into place to prevent certain uses of the Services; (c) use the Services to store, share or transmit content which is unlawful, infringing, harmful or which violates any person’s rights, including privacy rights and intellectual property rights; (d) attempt to disable, impair, or destroy the Services or Platform; (e) reverse engineer or decompile the Services, extract their source code, attempt to do so, or assist anyone in doing so; (f) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof, (g) use, copy, modify, create a derivative work of or imitate any feature, function or part of the Services to develop a competing service or product or scan any security vulnerabilities in the Service; (h) engage in any activity that disrupts or interferes with the Services or Platform's operations; (i) represent that You possess any proprietary interest in Platform, Services, or any part or derivative thereof; (j) directly or indirectly, take any action to contest Company's intellectual property rights or infringe them in any way; (k) except as specifically permitted in writing by Company, use the name, trademarks, trade-names, and logos of Company; (l) remove the copyright, trademark and other proprietary notices contained on or in the Platform, Services, Products or documentation; (m) take action, directly or indirectly, to register Company trademarks (or their variation), domain names, or copyrights in its own name; r (i) share the Account with multiple people or otherwise access the Services in a manner intended to avoid incurring Fees.
We reserve the right to enforce quotas and usage limits to any Services or resources, including any Company API, at our sole discretion, with or without notice, which may result in us disabling or throttling your usage of the Services for any amount of time.
6. Fees and Payment
6.1. Charges. Using the Services, other than Additional Services, is made available to you free of charge (subject to Cemantica's rights to modify any Fees as set out under the Terms). We may charge you for Additional Services. If We charge any Fees for Additional Services, the charges for such Additional Services, and any terms and conditions applicable thereto will be detailed in the applicable online description of such Additional Services.
6.2. Payment Terms. You will pay, and You authorize Company or any of Company's resellers to charge using your selected payment method for, all Fees with respect to Additional Services subscribed to by you. Fees are non-refundable except as required by law. Charges will be made either in advance or in arrears as provided in the additional terms applicable to Additional Services, and either monthly, annually or any other billing frequency offered by Company and selected by You.
6.3. Auto-Renewal and Cancellation. We will automatically renew your subscription to any Additional Services for the same subscription period. To cancel such automatic renewal, you must unsubscribe to such Additional Service at least 10 days prior to the end of the applicable subscription period, or as otherwise stated in the online description of the Additional Services.
6.4. Billing Information. You are responsible for providing complete and accurate billing and contact information including name, address, state, zip code, telephone number and valid payment method information, and to update us of any changes to such information. By submitting such payment information, you automatically authorize Cemantica to charge all Fees incurred through your Account to any such payment instruments. Should automatic billing fail to occur for any reason, Cemantica will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with full payment corresponding to the billing period as indicated on the invoice. Billing may be performed by a third-party service provider of Company. We may suspend or terminate the Services if Fees are past due.
6.5. Taxes. Our Fees do not include taxes, levies or duties, such as value added tax, sales or use tax and any other similar charges. We will charge tax if we are required to do so.
6.6. Changes to Fees. We may change our Fees and payment policies for the Services and Additional Services by providing you with a notice prior to the billing cycle in which such change will take effect. Your continued use of the Services after the change to the Fee comes into effect constitutes your agreement to pay the modified Fee amount.
7. Intellectual Property Rights
7.1. Retention of Rights. All rights not expressly granted to you under these Terms are reserved by Company and its licensors. We and our licensors reserve all rights, title and interest to the Services, the Platform and any of their related intellectual property rights. The Terms do not convey to You an interest in or to Company’s intellectual property rights. Nothing in the Terms constitutes a waiver of Company’s Intellectual Property Rights under any law. The Services are protected by copyright, trademark, and other laws of the state of Israel and other foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Cemantica.
7.2. Feedback. To the extent You provide us any feedback, comments or suggestions (“Feedback”), you grant us a royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into the Services or any of our current or future products or services.
8. Indemnification
You will indemnify, defend, and hold harmless Company, its affiliates, resellers, employees and agents (the “Indemnified Parties”) from and against all liabilities, damages, and costs (including reasonable attorneys' fees) arising out of any claim, demand, suit or proceeding by a third party alleging that your Content or your use of the Services infringes or misappropriates a third party’s intellectual property rights or violates applicable law or that your use of the Services is in violation of these Terms.
9. Disclaimers of Warranties
9.1. THE SERVICES ARE PROVIDED ON AN “AS IS”, AND “AS AVAILABLE” BASIS, AND COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO RELIABILITY OF SERVICE, WARRANTIES OF NON-INFRINGEMENT, COURSE OF PERFORMANCE, OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. WE DISCLAIM ALL LIABILITY AND ANY OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
9.2. OTHER THAN AS EXPRESSLY STATED IN THE TERMS WE DO NOT WARRANT THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED OR AVAILBLE AT ANY PARTICULAR TIME OR LOCATION, WITHOUT ERROR, FREE OF DEFECTS, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS.
10. Limitation of Liability
10.1. IN NO EVENT WILL COMPANY, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR REVENUE, LOSS OF DATA, USE, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (III) ANY CONTENT OBTAINED FROM THE SERVICES; AND (IV) UNAUTHERIZED ACCESS, USE OR ALTERATION OF YOUR TRANMISSIONS OR CONTENT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
10.2. IN NO EVENT WILL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR TO THE SERVICES EXCEED AN AMOUNT GREATER OF (I) US$100.00 OR (II) THE FEES PAID BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10.3. THESE LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
11. Term and Termination
11.1. Term. These Terms commence on the date you first accept them and will remain in effect until your subscription to the Services expires or terminates, or until these Terms are terminated. At the end of your then-current subscription term, your subscription will automatically renew under the exact same conditions unless you cancel it or Cemantica cancels it. You may cancel your subscription renewal either through your online account management page or by contacting Cemantica customer support team.
11.2. Termination. You may stop using the Services at any time and you may delete your Account. We may suspend or terminate your access to the Services at any time at our discretion and without prior notice or liability, for any reason whatsoever, including without limitation, if You do not comply with these Terms. Upon termination of the Services to You, the Account will be terminated, and from the date of termination You will no longer be able to access your Account.
11.3. Survival. The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the foregoing, the Intellectual Property Rights, Disclaimers of Warranties, Limitation of Liability, Governing Law and Jurisdiction and General sections, will survive the termination or expiration of the Terms.
12. Governing Law and Jurisdiction
These Terms shall be governed and construed in accordance with the laws of the state of Israel excluding rules as to choice and conflicts of law and the courts in the state of Israel will have jurisdiction. You and Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.
13. General
13.1. Export Restrictions. The Services may be subject to export laws and regulations of the United States and other jurisdictions. You will not permit Users to access or use the Services in any country which is subject to an embargo by the United States and shall not use the Services in violation of any other export restriction. In addition, you shall not provide the Services to persons on the United States Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.
13.2. Changes to Terms. Company may change the Terms from time to time, and such change will become effective upon the date on which it is posted on the Platform Website. You are responsible for checking the Website regularly for such changes. By continuing to access or use the Services you agree to be bound by the revised Terms. If you do not agree to the revised Terms, please stop using the Services.
13.3. Severability. If any part of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms. In such cases, the part deemed invalid or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.
13.4. Waiver. No waiver by us of a breach of any of the provisions of terms of these Terms shall be construed as a waiver of any preceding or succeeding breach of any of the provisions of these Terms.
13.5. Relationship. Nothing in these Terms shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between you and Company.
13.6. Entire Agreement. These Terms contain the entire agreement between Company and you relating to your use of the Services and supersedes any and all prior agreements between Company and you in relation to the same. You confirm that, in agreeing to accept these Terms, you have not relied on any representation except as has expressly been made by Company in these Terms.
13.7. Assignment. You may not assign your rights or delegate your obligations under these Terms without Company’s prior written consent. Any purported assignment contrary to this section will be null and void. Company may assign its obligations hereunder among the various Company entities within the Cemantica group, by a change to the definition of Company hereunder which change will become effective upon posting on the Platform Website.
13.8. No Third-Party Rights. There are no third-party beneficiaries to these Terms. Without limiting this section, Users are not third-party beneficiaries to your rights under these Terms.