Last Updated: August, 2022
BY CLICKING “I AGREE” OR “ACCEPT” (OR OTHER SIMILAR BUTTON), OR BY OTHERWISE DOWNLOADING, ACCESSING AND/OR USING ANY PART OF THE PRODUCT (AS DEFINED BELOW INCLUDING A VELOCITY PLUGIN), YOU (“you”) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, ANDAGREED TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THESE TERMS ANDCONDITIONS (“Terms”), THE DATE OF SUCH OCCURRENCE BEING THE EFFECTIVE DATE “Effective Date”.
THESE TERMS CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND VELOCITY T.K.LTD., A COMPANY INCORPORATED UNDER THE LAWS OF THE STATE OF ISRAEL HAVINGITS PRINCIPAL PLACE OF BUSINESS AT 121 MENACHEM BEGIN ST. TEL AVIV ISRAEL (the“Company”, “us”, “we” or “Velocity”) (each, a “Party” and collectively, the “Parties”), ANDGOVERN YOUR USE OF THE PRODUCT ON A LIMITED PERSONAL USE BASIS.
IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF AN ENTITY, YOU REPRESENTTHAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND SUCH ENTITY TOTHESE TERMS AND IN SUCH CASE ALL REFERENCES TO “YOU” OR "YOUR" HEREINAFTERS HALL INCLUDE AND APPLY TO SUCH ENTITY. IF YOU DO NOT AGREE WITH ANY OF THETERMS AND CONDITIONS OF THESE TERMS, YOU MAY NOT ACCESS OR USE ANY PART OFTHE PRODUCT.
BY ACCEPTING THESE TERMS, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OFAGE
1. Subscription. Subject to the terms and conditions of these Terms, Velocity hereby grants you a limited, worldwide, non-exclusive, non-sublicensable, non-transferable and revocable right and license to access and/or use (as the case may be) the Velocity solution, the website (https://velocity.tech/ ) and or any plugins for accessing the Velocity solution (the “Product”) during the Term (as defined below), solely for your internal purposes. Unless otherwise indicated, the term “Product” also includes any manual or documentation (“Documentation”) provided or made available to you in connection with the operation of the Product. You may only use the Product inaccordance with the Documentation, subject to the use limitations indicated herein as well as in anya pplicable laws and regulations. You are granted no other right or license in or to the Product, and any right not expressly granted is hereby reserved by Velocity and its licensors. Velocity may, but is not obligated to, monitor your use of the Product. Velocity may, from time to time, modify and replace the features and functionalities, as well as the user interface, of the Product. You shall be solely responsible for providing all equipment, systems, assets, access, and ancillary goods andservices needed to access and use the Product, for ensuring their compatibility with the Product.
2. IDE Plugin Access to the Product may be obtained by way of a plugin that you have downloaded. If you are using a plugin, Velocity hereby grants you a limited, worldwide, non-exclusive, non-sublicensable, non-transferable and revocable right and license to download and use such plugin for the purpose of accessing the Product.
3.1 The Product and any services provided shall be referred to as the “Services”.
3.2 The Product may be accessed solely by your employees or service providers who areexplicitly authorized by you to access and use the Product (each, a “User”) and in accordance with theseTerms. You shall immediately report any unauthorized access or use of the Product to Velocity. In order to access the Product, you and/or your Users may be required to set up an administrative account with Velocity (“Account”). You warrant and represent that all information submitted during the registration process is, and will thereafter remain, complete and accurate. You shall be responsible and liable for allactivities of your Users and all activities that occur under or in your Account. You will require that all Users keep their user ID and password information strictly confidential.
4. Fees.Your general right to access the Product is currently for free,. However, use of the Product may be subject to a fee. You will not be charged for any such use of the Product unless you first agree to such charges, but please be aware that any failure to pay applicable charges may result in you not having access or the ability to use to some or all of the Product.
5. Prohibited Uses. Except as specifically permitted herein, without the prior written consent of Velocity, you must not, and shall not allow any User or any third party to, directly or indirectly: (i) copy, modify, create derivative works of, make available or distribute, publically perform, ordisplay any part of the Product (including by incorporation into its products), or use the Product to develop any service or product that is the same as (or substantially similar to) it; (ii) sell, license,lease, assign, transfer, pledge, rent, sublicense, or share your rights under these Terms with anythird party (including but not limited to offering the Product as part of a time-sharing, outsourcingor service bureau environment); (iii) use any “open source” or “copyleft software” in a manner that would require Velocity to disclose the source code of the Product to any third party; (iv) disclose the results of any testing or benchmarking of the Product to any third party; (v) disassemble,decompile, decrypt, reverse engineer, extract, or otherwise attempt to discover the Product’s sourcecode or non-literal aspects (such as the underlying structure, sequence, organization, file formats,non-public APIs, ideas, or algorithms); (vi) remove or alter any trademarks or other proprietary right notices displayed on or in the Product; (vii) circumvent, disable or otherwise interfere withsecurity-related features of the Product or features that enforce use limitations; (viii) export, makeavailable or use the Product in any manner prohibited by applicable laws; and/or (ix) store or transmit any malicious code (i.e., software viruses, Trojan horses, worms, robots, malware,spyware or other computer instructions, devices, or techniques that erase data or programming,infect, disrupt, damage, disable, or shut down a computer system or any component of suchcomputer system) or other unlawful material in connection with the Product.
6. Intellectual Property Rights.
6.1 The Product is not for sale and is Velocity’s sole property. All right, title, and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and/orrelated to the Product (and any and all improvements, modifications and derivative works thereof) and any other products, deliverables or services provided by Velocity, are and shall remain owned solely byVelocity or its licensors. These Terms do not convey to you or any third party any interest in or to the Product other than a limited right to use the Product in accordance herewith. Nothing herein constitutes a waiver of Velocity's intellectual property rights under any law
6.2 The (i) content on the Product, including without limitation, the text, documents, articles,brochures, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (collectively, the “Materials”), (ii) and, if applicable, User Submissions, as defined below(together with the Materials, the “Content”), and (iii) the trademarks, service marks and logos contained therein (“Marks”), are the property of Velocity and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. “Velocity T.K. Ltd.,”, the Velocity logo, and other marks are Marks of Velocity or its affiliates. All other trademarks, service marks, and logos used onthe Product are the trademarks, service marks, or logos of their respective owners. We reserve all rightsnot expressly granted in and to the Product and the Content.
6.3 Use of Content. Content on the Product is provided to you for your information and personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed,sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our priorwritten consent. If you download or print a copy of the Content you must retain all copyright and otherproprietary notices contained therein.
7. User Submissions.
7.1 Responsibility. The Product may permit the submission, hosting, sharing and publishing ofContent including source code by you and other users (“User Submissions”). You understand that whether or not such User Submissions are published, we do not guarantee any confidentiality with respect to any User Submissions. You shall be solely responsible for your User Submissions and theconsequences of posting, publishing or uploading them. We have complete discretion whether to publishyour User Submissions and we reserve the right in our sole discretion and without further notice to you, to monitor, censor, edit, remove, delete, and/or remove any and all Content posted on the Product (including User Submissions) at any time and for any reason.
7.2 Ownership. You represent and warrant that you own or have the necessary rights and permissions to use and authorize Velocity to use all Intellectual Property Rights (defined below) in and to your User Submissions, and to enable inclusion and use thereof as contemplated by the Product and theseTerms. Unless the User Submissions are separately referred to, all references herein to Content shall include references to User Submissions. “Intellectual Property Rights” means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, servicemarks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of anygovernmental, regulatory, or judicial authority, foreign or domestic. You retain all of your ownership rights in and to your User Submissions.
7.3 License to User Submissions. By submitting the User Submissions to Velocity, you hereby grant Velocity a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicenseable andtransferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Product and Velocity's business. Any anonymous information,which is derived from the use of the Product (i.e., metadata, aggregated and/or analytics information and/or intelligence relating to the operation, support, and/or your use, of the Product) which is not personally identifiable information and which does not identify you (“Analytics Information”) may be used for providing the Product, for development, and/or for statistical purposes. Such Analytics Information is Velocity's exclusive property.
7.4 Prohibited Content. You agree that you will not display, post, submit, publish, upload ortransmit a User Submission that: (i) is unfair or deceptive under the consumer protection laws of anyjurisdiction; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (iii) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, orinterferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is inappropriate; (vii) involves theft or terrorism; or (viii) is otherwise malicious or fraudulent.
8.1 Each Party may have access to certain non-public information and materials of the other Party, in any form or media, including without limitation trade secrets and other information related to the products, software, technology, data, know-how, or business of the other Party, and any other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). Any Velocity technology or information relating to its Product shall be deemed the Confidential Information of Velocity without any marking or further designation. Each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party's Confidential Information from disclosure to a third party.
8.2 The receiving party’s obligations under this section, with respect to any Confidential Information of the disclosing party, shall not apply to and/or shall terminate if 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, use of, or reliance on, the disclosing party’s Confidential Information. Neither Party shall use or disclose the Confidential Information of the other Party except for performance of its obligations under this Agreement (“Permitted Use”).
8.3 The receiving party shall only permit access to the disclosing party's Confidential Information to its respective employees, consultants, affiliates, agents and subcontractors having a need to know such information in connection with the Permitted Use, who either (i) have signed a non-disclosure agreement with the receiving party containing terms at least as restrictive as those contained herein or (ii) are otherwise bound by a duty of confidentiality to the receiving party at least as restrictive as the terms set forth herein; in any event, the receiving party shall remain liable for any acts or omissions of such persons. The receiving party will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that it promptly notifies the disclosing Party in writing of such required disclosure to enable disclosing party to seek a protective order or otherwise prevent or restrict such disclosure and cooperates reasonably with disclosing party in connection therewith.
8.4 All right, title and interest in and to Confidential Information is and shall remain the sole and exclusive property of the disclosing Party. The receiving party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the receiving party the disclosing party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.
9. Information Description. We attempt to be as accurate as possible. However, we cannot and do not warrant that the Content available on the Product is accurate, complete, reliable, current, orerror-free. We reserve the right to make changes in or to the Content, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content. Your use of the Content, or any part thereof, is made solely at your own risk and responsibility.
11. Third Party Software. The Product may use or include third party open source software, files, libraries or components that may be distributed to you and are subject to third party open sourcelicense terms.
12.1 This section applies whether or not the Product is provided for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein maynot apply
12.2 THE PRODUCT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. VELOCITY HEREBYDISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TOIMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. VELOCITY DOES NOT GUARANTEE THAT THE PRODUCT WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THEPRODUCT MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE,UPGRADING, OR OTHER REASONS. YOU AGREE THAT VELOCITY WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAYRESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFICCONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. WE DO NOT WARRANT,ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE PRODUCT BY A THIRD PARTY.
12.3 VELOCITY DOES NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENTTHAT APPEARS IN A USER SUBMISSION, AND DOES NOT MAKE ANY REPRESENTATION ORWARRANTY WITH RESPECT TO, AND DISCLAIMS ALL LIABILITY FOR, ANY SUCHCONTENT.
13. LIMITATION OF LIABILITY.
13.1 TO THE FULLEST EXTENT PERMISSIBLE BY LAW, VELOCITY SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE PRODUCT, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.
13.2 IN NO EVENT SHALL THE AGGREGATE LIABILITY OF VELOCITY FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE PRODUCT EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO VELOCITY FOR USING THE PRODUCT DURING THE THREE (3) MONTHS PRIOR TO BRINGING THE CLAIM.
14. Indemnity. You agree to defend, indemnify and hold harmless Velocity and its affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of, or inability to use, the Product; (ii) your User Submissions; (iii) your interaction with any Product user; or (iv) your violation of these Terms
15. Term and Termination.
15.1 Term. These Terms commence on the Effective Date and remain effective until terminated by Velocity or you.
15.2 Termination. Velocity, in its sole discretion, has the right to terminate these Terms and/or your access to the Product, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms). Velocity shall not be liable to you or any third party for termination of the Product, or any part thereof. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Product in any way, your only recourse is to immediately discontinue use of the Product. Upon termination of these Terms, you shall cease all use of the Product. This Section 15 and Sections 6 (Intellectual Property Rights), 7.3(License to User Submissions), 8 (Confidentiality), 10 (Privacy), 12(Disclaimers), 13 (Limitation of Liability), 14 (Indemnity),and 17 (Independent Contractors) to 21 (General) shall survive termination of these Terms.
15.3 Suspension. Velocity reserves the right to temporarily suspend provision of the Product: (a) if Velocity deems such suspension necessary as a result of Your breach of these Terms (such as a breach under Section 4 (Prohibited Uses); (b) if Velocity reasonably determines suspension is necessary to avoid material harm to Velocity, to its other customers, or to the Product, including without limitation if the Product's cloud infrastructure is experiencing denial of service attacks or other attacks or disruptions outside of Velocity's control, or (c) as required by law, regulation, or at the request of a governmental entity.
15.4 Upon termination or expiration of these Terms: (i) the Product license granted to you under these Terms shall expire, and you shall discontinue any further use thereof; and (ii) you shall immediately delete and dispose of all copies of the Documentation in your or any of your representatives’ possession or control. The terms contained herein 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, including but not limited to Sections 11 and 13 hereof. The termination of these Terms shall not limit Velocity from pursuing any other remedies available to it under applicable law
16. Independent Contractors. You and Velocity are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Velocity.You must not under any circumstances make, or undertake, any warranties, representations,commitments or obligations on behalf of Velocity.
17. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Velocity without restriction or notification to you. Any prohibited assignment shall be null and void.
18. Governing Law. Velocity reserves the right to discontinue or modify any aspect of the Product at any time. These Terms and the relationship between you and Velocity shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflict of laws. You agree to submit to the personal and exclusive jurisdiction of the courts of New York, New York and waive any jurisdictional, venue, or inconvenient forum objections to such courts.
19. Disputes. The parties expressly waive any right to a jury trial regarding disputes related to these Terms. Notwithstanding the foregoing, we may seek injunctive relief in any court of competent jurisdiction. To the extent permitted by law, you: (a) agree that any proceedings to resolve or litigate any claim, dispute or controversy will be conducted solely on an individual basis (and not inany class action or class-wide proceeding), and that you may initiate such proceedings only on your own behalf; (b) hereby irrevocably waives the right to litigate such claims, disputes, or controversies in court before a jury; and (c) agree not to participate in claims, disputes, or controversies brought in an attorney general or representative capacity, or in consolidated claims,disputes, or controversies involving another person's claim against Velocity.
20.1We may update or modify these Terms from time to time, including any referenced policies and other documents. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (possibly through the Product itself). You will have ten (10) days in which to object to the updated Terms and, as your exclusive remedy, you may choose not to renew with Velocity, including cancelling any terms set to auto-renew. After such period your acceptance of such new Terms will be deemed to have been received by Velocity.
20.2 These Terms shall constitute the entire agreement between you and Velocity concerning the Product. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE PRODUCT MUST COMMENCE WITHIN ONE (1) YEAR AFTERTHE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED