Subscription
Terms and Conditions

This Subscription Terms and Conditions (“Agreement”) is between the customer identified in the Order (“Customer”) and Nebari Inc. or its affiliated entity identified in the Order (“Company”). This Agreement governs Customer’s access and use of Company’s Services, as well as any future purchases made by the Customer that refer to this Agreement. Each Company and Customer may be referred to herein individually as a “Party” or collectively as the “Parties”.

This Agreement, together with an applicable order form, quote, or other ordering document executed by the Parties from time to time (each, an “Order”), shall constitute the entire agreement between the Parties. In the event of inconsistency or conflict between the provisions of this Agreement and the provisions of an Order, the provisions of the Order shall prevail unless explicitly stated otherwise. The Parties may execute Orders for additional Services from time to time, all of which are subject to this Agreement. All capitalized terms defined in the Order shall apply to this Agreement.

Customer may subscribe to the Services directly with Company via an Order (including an Order issued by Company’s authorized reseller (“Authorized Reseller”), or via an online marketplace through which Company may, from time to time, offer the Services. If Customer has purchased the Services from an Authorized Reseller, then as between Customer and Company, this Agreement shall prevail over any conflicting terms in an Authorized Reseller’s agreement or order form. Any rights granted to Customer in an Authorized Reseller Order that are not contained in this Agreement apply solely in connection with such Authorized Reseller, and Customer must seek enforcement of such rights solely with such Authorized Reseller and not Company.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. BY ACCEPTING THIS AGREEMENT, OR BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS HEREOF, ON BEHALF OF THE ENTITY FOR WHICH YOU ARE ACTING. THE USER ENTERING INTO THIS AGREEMENT ON BEHALF OF THE CUSTOMER REPRESENTS THAT THEY HAVE FULL LEGAL AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT AND THAT THIS AGREEMENT CONSTITUTES A BINDING CONTRACT BETWEEN CUSTOMER AND COMPANY.

1. Definitions.For the purposes of this Agreement, the following terms shall have the meanings set out below:
   1. “Affiliate” means with respect to a Party, any entity that is, directly or indirectly, controlled by and/or under common control with and/or controlling such Party or in which the concerned Party holds directly or indirectly more than 50% of its shares.
   2. “Documentation” means the instructions, user guides, manuals, and release notes generally provided by Company, at any time, in printed and/or electronic form, that describe the operation, use or technical specifications of the Services.
   3. “MCP Server” means Company’s proprietary server implementing the Model Context Protocol (MCP), which enables AI models and agents to securely access and interact with Customer Data and the Solution.
   4. “Order(s)” means any applicable order form executed by the Parties from time to time for the provision of Services, which hereby incorporated into this Agreement by reference and forms an integral part hereof.
   5. “User(s)” means Customer’s personnel who are authorized by Customer to access and use the Services. 
   6. “Services” means the MCP Server, the Solution and associated tools, maintenance and support services, and any other Company’s services detailed in the Order(s).
   7. “Solution” means Company’s online security Software-as-a-Service (SaaS) platform, which includes the ability to analyze, discover, and remediate security vulnerabilities using artificial intelligence at scale, as further detailed in the applicable Documentation.
2. License and Services.
   
   1. Subject to Customer’s compliance with its obligations under this Agreement and the applicable Documentation, Company hereby grants to Customer and its Affiliates a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Services as indicated in the Order, beginning on the Effective Date and continuing through the Term, solely for Customer’s and its Affiliates' internal business purposes.
   2. Company shall make available Documentation to Customer, in connection with its use of the Services. The Customer may copy the Documentation as needed for the Customer’s own internal business purposes provided that all copyright notices are included therein. The Documentation shall be considered as Company’s Confidential Information. In addition, Company shall provide to Customer any necessary passwords and network links or connections to allow Customer to access the Services.
   3. Notwithstanding anything to the contrary in this Agreement, Company may temporarily suspend Customer’s and any User’s access to any portion or all of the Services if: (i) Company reasonably determines that (a) there is a threat or attack on the Services or the hosting facility(ies) from which the Services are hosted, (b) Customer’s or any User’s use of the Services disrupts or poses a security risk to the Services or to any other customer or vendor of Company, (c) Customer, or any User, is using the Services or any other of Company’s intellectual property for fraudulent or illegal activities or in any manner not in compliance with this Agreement, (d) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, or (e) Company’s provision of the Services is prohibited by applicable law; (ii) any vendor of Company has suspended or terminated  Company’s access to or use of any third-party services or products required to enable Customer to access the Services; (iii) in accordance with Section 6; or (iv) if Customer remains past due on the payment of any amount more than 30 days after Company has provided written notice thereof (any such suspension described in subclause (i), (ii), (iii), or (iv) a “Service Suspension”). Company shall use commercially reasonable efforts to provide prior written notice of any Service Suspension to Customer and will provide updates regarding resumption of access to the Services following any Service Suspension.  Company shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Company will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any User may incur as a result of a Service Suspension.
3. Use Restrictions.
   
   1. The Customer hereby undertakes that unless otherwise expressly provided herein, it shall not, nor shall it authorize or assist anyone else to: (a) distribute, license, sublicense, or sell the Services to any third party; (b) modify, alter, copy, transfer, emulate or create any derivative works of the Solution, the Services or of any part thereof; (c) reverse engineer, decompile, decode, decrypt, disassemble, or in any way attempt to derive source code, know-how or designs from the Solution, the Services or any part thereof; (d) remove, alter or obscure any copyright, trademark or other proprietary rights notice, on or in, the Solution and/or any Documentation; (e) bundle, integrate, or attempt to integrate with the Solution, the Services or any part thereof any third-party software technology other than as expressly permitted in writing by Company (including through the Documentation); (f) use the Solution, the Services or any part thereof for any benchmarking or for competing development activities; and/or (g) publish or disclose to any third party any technical features, quality, performance or benchmark test, or comparative analyses relating to the Solution except for Customer’s internal use or as expressly permitted by Company in writing. Without derogating from the foregoing, Customer shall take commercially reasonable precautions to prevent any unauthorized access and/or unauthorized usage of the Services and shall be responsible and liable for any act or omission of its personnel or Users in connection with the use of the Services.
4. Customer Account.
   1. In order to use the Services, Company will set or up a designated account for Customer. Customer's authorized Users must register through the Services on Customer's behalf (the “Customer Account”). To finalize registration, Company may require certain information including Customer contact name, email, organization, and password. 
   2. Customer is responsible for maintaining the confidentiality of its Account login credentials and for all activities that occur under its Customer Account. Customer agrees not to disclose its login credentials to any third party and remains responsible for any use or misuse performed through its Customer Account. Company reserves the right to temporarily suspend or permanently terminate Customer's Account if Company determines that it is being used in violation of this Agreement.
   3. Customer (a) shall take commercially reasonable precautions to prevent any unauthorized access and/or unauthorized usage of the Services, including by any Users; (b) shall be responsible and liable for any act or omission by any of its Users in connection with the use of the Services; and (c) undertakes that all information provided to Company in the course of applying for, setting up, and using the Services shall be true and accurate.
   4. To modify Customer Account information, update authorized Users, or to terminate the Customer Account, Customer may contact Company support at contact@pi.security. Customer Account will be terminated within a reasonable time following such request, after which Customer will no longer be able to access its Customer Account, and all permissions, rights, and licenses granted under this Agreement shall terminate. Company shall not be liable for any unavailability or loss of data resulting from such termination
5. Customer Data.
   
   1. As part of the engagement contemplated hereunder, Customer may provide certain data through its use of the Services (collectively the “Customer Data”). All such Customer Data shall be owned by the Customer and shall be regarded as Customer’s Confidential Information. Customer hereby grants Company a non-exclusive, non-transferable right to use the Customer Data, solely for the purpose of providing the Services and for the Term of the Agreement. Company shall have the right to maintain the Customer Data for such period of time necessary or required in order to provide the Services, or as required under applicable law, all in accordance with the terms and conditions of this Agreement. 
   2. Notwithstanding the foregoing, Customer hereby grants Company a non-exclusive, non-transferable, irrevocable, perpetual, worldwide right to (i) anonymize and use such anonymized Customer Data, or (ii) use the Customer Data on an aggregated or statistical basis, in each case, solely for the purpose of Company internal research, development, and enhancement of its services and products (“Anonymized Data”). The Company may not share or use any such Anonymized Data with a third party except to the extent the that Customer and Customer's Users cannot be identified in such Anonymized Data. Company shall not publicly disclose any aggregated statistics derived from Customer Data.
   3. The Parties hereby acknowledge and agree that if and to the extent any personally identifiable information or personal data (as such term is defined under any applicable law) is provided by the Customer to Company in connection with the Services (“Customer Personal Data”), then (i) the collection, use, and processing shall be in accordance with the terms and conditions of Company’s Data Processing Agreement available at www.pi.security/data-processing-agreement (“DPA”), and any applicable laws; (ii) Customer shall ensure to make all necessary disclosures and obtain all required consents (if required), in order to collect and transfer such Customer Personal Data to Company for the purposes of performance of this Agreement.
6. Third Party Components, Integrations and Tools. 
   1. The Services may use or include third-party software, files, and components that are subject to open source or third-party license terms (“Third Party Components”). Company represents and warrants that it has obtained all necessary rights, licenses, and permissions to use and distribute any Third-Party Components as part of the Services. Company disclaims liability related to any third-party components utilized in the Services, except for liability arising from Company's breach of its obligations under this Agreement, including its selection, integration, and proper licensing of such Third-Party Components. Customer acknowledges that Company is not the author, owner, or licensor of any Third-Party Components, and that Company makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third-Party Components, except as expressly set forth in this Agreement. Under no circumstances shall the Services or any portion thereof (except for the Third-Party Components contained therein) be deemed to be “open source” or “publicly available” software.
   2. The Services may allow the Customer to integrate or otherwise use certain Customer’s or third-party tools, instruments or agents in connection with its use of the Services (collectively “Customer Tools”). The Customer hereby represents and warrants that it holds or otherwise has obtained all rights and licenses and permissions required for its use of the Customer Tools in connection with the Services and that any such use will be in compliance with any applicable laws, regulations or other governing agreements. The Customer acknowledges and agrees that the use of any Customer Tool is governed solely by the terms and conditions applicable to that Customer Tool as agreed between Customer and the applicable third-party provider. The Customer shall be exclusively responsible and liable in connection with it’s selection, access to, and use of any such use of the Customer Tools. The Company hereby fully disclaims and shall not bear any and all liability or warranties, express or implied, arising out of or in connection with the use of any Customer Tools including without limitation any loss, damage, or harm resulting from such use, whether by Customer or on its behalf.
7. Trial and Beta Features.
   
   1. Subject to the terms and conditions of this Agreement and any applicable Order, Company may provide the Customer with access to the Services or limited features or functions thereof on a non-obligation trial basis (“Trial”). Some features or functions of the Services may not be available to the Customer during the Trial period. To the extent applicable, Company shall make the Trial available to Customer until (a) the end of the Trial period as agreed between the Parties; (b) the commencement date of the paid subscriptions purchased by Customer for use of the Services; or (c) terminated by Company, unless otherwise agreed in writing between the Parties.
   2. Company may make available from time to time, at its sole discretion, pre-released beta versions of certain services on a trial basis for a limited period (“Beta Features”). The Customer acknowledges that the Beta Features are under development and, as such, may be incomplete, not operate as intended, or contain errors and bugs. Customers’ use of the Beta Features following the trial period may be subject to additional fees as shall be agreed expressly between the Parties. 
   3. Specific Terms for Trial and Beta Features. Company reserves the right to modify, cancel, and/or limit the Trial and/or Beta Features at any time. Customer’s access to the Trial or Beta Features during the trial period shall be governed by the terms of this Agreement, provided, however, that the Trial and Beta Features are provided on an “as-is” basis, without any representations or warranties of any kind whatsoever, and Company disclaims any and all obligations and undertakings in relation to the Trial and Beta Features, including any indemnification obligations or warranty provided hereunder. In no event shall the total aggregate liability of Company and its Affiliates in connection with the Trial and/or Beta Features exceed one hundred US Dollars (US $100). The Customer assumes all risks associated with or arising out of Customer’s use of the Trial and/or Beta Features. Subject to applicable law, and unless otherwise explicitly agreed between the Parties under the applicable Order, at any time and without notice, Company reserves the right to modify the terms of the Trial and/or Beta Features or cancel the Trial and/or Beta Features.
8. Payment.
   
   1. In consideration for the use of the Services, Customer shall pay Company the fees and other considerations set forth in the Order (the “Fees”). Payment shall be due in accordance with the payment schedule set forth in the Order, subject to Company’s issuance of a valid invoice. 
   2. All Fees are exclusive of any tariffs, duties, or taxes (however designated, levied, or based and whether foreign or domestic), including without limitation VAT and/or sales tax. The Customer will pay or reimburse Company as the case may be for all such tariffs, duties, or taxes, except for those taxes based on Company’s income. In the event that pursuant to any law or regulation, tax is required to be withheld at source from any payment made to Company hereunder, the Customer shall be entitled to withhold said tax at the rate set forth in the certification issued by applicable tax authority or if there is no such certification, at the rate determined by said law or regulation, unless Company has presented to the Customer with a tax withholding exemption certificate issued by the applicable tax authority, in which case the reduced withholding tax will apply. The Customer may not set off any Fees or payments due to Company hereunder.
   3. Late payments shall bear interest compounded monthly commencing on the date such payments become due, using a monthly rate of 0.5% or the highest rate permitted by law, the lower thereof. Any payment or part of a payment that is not paid by Customer to Company when due shall constitute sufficient cause for Company to suspend its performance hereunder and/or terminate this Agreement, provided that thirty (30) business days prior notice was provided to Customer. Unless otherwise set forth under the applicable Order, payment shall be made in United States Dollars by wire transfer only, using banking details provided by Company. 
9. AI Features. The Company may from time to time offer certain features of the Services which may be powered by artificial intelligence and large language model (“AI”) technologies, and by using such features, Customer consents to such use. Due to the nature of machine learning and AI: (i) outputs may not always be accurate or complete and Customer is responsible for independently verifying AI-generated outputs before relying on or using it; (ii), AI outputs may not be unique and, depending on the respective input, other customers may receive similar or identical outputs, and Customer shall have no claim in connection therewith.
10. Confidentiality.
    
    1. “Confidential Information” means any business, marketing, pricing, research and development, technical, scientific, financial status, proposed new products, or other information disclosed (or made disclosed by virtue of this Agreement and/or Customer’s use of the Services) by a Party which, at the time of disclosure, is designated in writing as confidential or proprietary (or like written designation), or orally identified as confidential or proprietary or is otherwise reasonably identifiable by parties exercising reasonable business judgment, as confidential. 
    2. Each Party (“Recipient”) acknowledges that it may, directly or indirectly receive Confidential Information of the other Party (“Discloser”) in the course of the negotiation of and performance of this Agreement. All such Confidential Information disclosed hereunder shall remain the sole property of the Discloser, and the Recipient shall have no interest in, or rights with respect thereto, except as set forth herein. The Recipient agrees to treat such Confidential Information with the same degree of care and security as it treats its own confidential information, but in no event with less than a reasonable degree of care. The Recipient may disclose such Confidential Information to its employees and contractors who need to know such Confidential Information in connection with the performance of the Services or obligations under this Agreement. The Recipient will ensure adherence to the provisions hereof by its officers, directors, stockholders, employees, and contractors. Except as contemplated by this Agreement, the Recipient shall not disclose the Discloser’s Confidential Information without the prior written consent of the Discloser. The terms of this Agreement and any Order(s) shall be considered as Confidential Information, provided that Company may disclose the terms of this Agreement to potential investors or acquirers in the framework of a due-diligence process performed by such third parties, or upon written consent from Customer.
    3. The Recipient will not be obligated under this Section ‎‎10.3 (Confidentiality) with respect to any information the Recipient can document (a) now or later becomes generally available to the public without fault of the Recipient; (b) is rightfully in Recipient’s possession without obligation of confidentiality prior to its disclosure by the Discloser; (c) is independently developed by Recipient without the use of any Confidential Information of Discloser; (d) is obtained by the Recipient without obligation of confidentiality or restrictions on use from a third party who has the right to so disclose it. The Recipient may use or disclose the Discloser’s Confidential Information to the extent such use or disclosure is reasonably necessary to comply with a judicial body or applicable governmental regulations or authority or court order; provided that the Recipient provides reasonable advance written notice to the Discloser of any such disclosure and uses its reasonable efforts to cooperate with the Discloser to secure confidential treatment or obtain a protective order in connection with the Discloser’s Confidential Information prior to its disclosure (whether through protective orders or otherwise) and discloses only the information necessary to comply with such requirements. 
    4. The duty to protect the other party’s Confidential Information shall expire five (5) years from the date of termination of this Agreement; provided that any and all obligations regarding confidentiality in connection with trade secrets shall remain in effect until such information ceases to be considered as a trade secret. Except as expressly set forth herein, no license or other rights to Confidential Information are granted or implied hereby by either Party. 
11. Term and Termination.
    
    1. This Agreement shall become effective on the date as set out in the Order (the “Effective Date”) and shall remain in effect for the term defined in the applicable Order(s) (the “Initial Term”). The Initial Term shall be automatically renewed for successive periods of twelve (12) months (each, a “Renewal Term” and together with the Initial Term, the “Term”) unless a Party provides the other party with a written notice up to 60 days prior to the expiration  of the Initial Term or than current Renewal Term, that it does not wish to renew this Agreement. 
    2. Either Party shall have the right to terminate this Agreement in the event that the other Party is in material breach of this Agreement, and such breach is not cured within thirty (30) business days of being provided with written notice from non-breaching Party.
    3. Upon termination of this Agreement, (i) all subscriptions, rights, and licenses granted herein, and all Services provided by Company hereunder shall terminate immediately; (ii) each Party shall return to the other Party all Confidential Information in its possession, custody, or control; provided that Company may be permitted to retain a copy of the Customer’s Confidential Information according to Company’s general backup policy until it is deleted as part of its standard deletion processes. 
    4. Any terms and conditions which by their nature extend beyond the expiration or termination of the Term shall survive the termination or expiration of this Agreement and applicable Order(s).
12. Representations and Warranties; Limited Warranty 
    
    1. Each Party represents and warrants towards the other Party that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it under this Agreement; (ii) the execution of this Agreement and performance of its obligations under this Agreement do not and shall not violate any other agreement to which it is a party; (iii) the individual executing this Agreement on behalf of a Party has authority to bind such Party to this Agreement and the performance hereof; and (iv) the execution of this Agreement and performance of its obligations and responsibilities under this Agreement do not, and will not, require any consent, approval, order or authorization of any individual, corporation, partnership, business association or other entity that has not been, or will not have been obtained by such party prior to the execution of this Agreement.
    2. Company warrants that the Solution shall substantially perform in conformance with its Documentation during the Term. Except as set forth in this Section ‎12.2, Company does not warrant or guarantee that the Solution or Services will fit for a particular purpose, meet Customer’s needs, perform as expected, and/or operate uninterrupted or be free of bugs or errors. The warranty in this Section ‎12.2 does not cover, and Company shall have no responsibility or liability for problems caused by modifications or customizations to the Solution made by anyone else but Company, events beyond Company’s reasonable control, Third Party Tools, and/or maintenance within the Customer’s systems affecting the operation of the Solution/Services.
    3. For any breach of the warranty contained in Section ‎12.2, Customer’s exclusive remedy, and Company’s entire and sole liability, shall be to use best efforts to repair or adjust the Solution so that it will operate as warranted; provided that (i) the Customer has fully paid all applicable Fees, (ii) Customer is not otherwise in breach or violation of this Agreement, and (iii) Customer has reported in writing to Company the claimed failure promptly upon discovery. 
    4. Customer warrants that it and/ or any of its Affiliates, End Users to whom Customer provide or otherwise make available the Service or Solution, and any employees, service providers, officers, directors, agents, or beneficiaries of any of the foregoing, are not and shall not (a) be a Sanctioned Person(s), and (b) operate in, reside in, or use or access the Solution and/or the Services, in or from a Sanctioned Country.  For the purposes hereof the following terms shall at all times have the following the following meanings: Sanctioned Person shall mean (1) any person or entity listed on an Sanctions-related list of designated persons maintains by Office of Foreign Assets Control (OFAC), the Department of State, the United Nations Security Counsil, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority, (2) any person or entity operating, organized or resident in a Sanctioned Country or (3) any person or entity owned controlled by or such person or persons described in paragraph (1) or (2). “Sanctioned Country” shall mean a country region or territory which is itself the subject of or target of any sanctions and ant-money laundering laws, regulations, trade embargoes, prohibitions, restrictive measures, decisions, executive orders or notices from regulators implemented, adapted, imposed, administered, enacted and/or enforced by the United States, United Nations, European Union, any other applicable jurisdiction, and including without limitation, Cuba, Iran, Syria, Sudan, North Korea, Lebanon, Russia, Belarus, Crimea rejoin o Ukraine.
    5. EXCEPT AS EXPRESSLY SET FORTH IN SECTION ‎12.5 ABOVE, THE SERVICES THE SOLUTION, AND ANY OUTPUT PROVIDED THEREIN ARE PROVIDED “AS IS” AND COMPANY AND ITS AFFILIATES, MAKE AND GIVE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, AND EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND GUARANTIES, WHETHER ORAL OR WRITTEN, IMPLIED, EXPRESS OR STATUTORY, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE AND ANY WARRANTIES OF NONINFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WITH REGARD TO THE SERVICES AND SOLUTION.  
13. Intellectual Property.
    
    1. The Solution, Services and any ideas, inventions, improvements, technology, designs, software, algorithms, documents and other materials, and any derivative works, modifications, techniques or works of authorship in any form, or any other intangible assets or intellectual property, including any patents, copyrights, trademarks, trade secrets, mask works or other intellectual property rights therein (collectively, “Intellectual Property”), which may be included in or relate to the Solution and/or Services, is owned by Company and its licensors, shall remain at all times owned by Company and its licensors and is protected by copyright law, patent law, and/or other laws protecting intellectual property rights and international treaty provisions. No license, express or implied, in or to the Intellectual Property of Company, its Affiliates, or its licensors (including with regard to any trademark of Company, its Affiliates, or licensors) is granted to Customer under this Agreement, other than as explicitly stated hereunder.
    2. In the course of the provision of the Services hereunder and in connection with Customer’s use of the Services, Customer or its employees, contractors, or representatives may make suggestions or provide inputs and ideas relating to the Services or anything lacking therein (“Feedback”), it is understood and agreed that Customer retains all rights to such Feedback and  Customer hereby grants Company a perpetual, non-exclusive, non-transferable license to use such Feedback solely for the purpose of providing and improving the Services. Any Feedback is provided “as is” without any representation of warranty. 
14. LIMITATION OF LIABILITY.
    
    1. TO THE EXTENT PERMITTED BY APPLICABLE LAW: (1) NEITHER PARTY, NOR ANY OF ITS AFFILIATES, WILL BE LIABLE FOR ANY INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, DAMAGES FOR LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER INDIRECT COMMERCIAL DAMAGES OR LOSSES) ARISING IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE; (2) EACH PARTY'S MAXIMUM AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE FEES ACTUALLY PAID HEREUNDER DURING THE TWELVE-MONTH PERIOD PRIOR TO AND GIVING RISE TO THE SAID CLAIM. 
    2. Except for monetary obligations hereunder, neither Party shall be liable for any failure or delay in performance due in whole or in part to any cause beyond the reasonable control of such Party or its contractors, agents or suppliers, including but not limited to utility or transmission failures, power failure, strikes or other labor disturbances, acts of God, acts of war or terror, floods, sabotage, fire, natural or other disasters.
15.  General
    
    1. Relationship. The relationship of the Parties to this Agreement shall be that of independent contractors. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint ventures or partners with each other.
    2. Assignment. Neither Party may assign or transfer any rights or delegate any duties under this Agreement without the other Party’s prior written consent, except that both Parties may, without the need for consent, assign or transfer this Agreement to any Affiliate and/or in connection with a sale or transfer of all or substantially all of its assets, stock or business by sale, merger, consolidation, or similar transaction. Any purported assignment or transfer in violation of this Section ‎15.2 shall be void.
    3. Entire Agreement; Amendments. This Agreement, Orders, and its exhibit(s) constitute the entire understanding and agreement between the Parties and supersedes any and all prior discussions, agreements, promises and correspondence, whether oral or written, with regard to the subject matter hereof or otherwise. In the event of any discrepancy or ambiguity between this Agreement and an Order, the terms of the applicable Order shall prevail with respect to the specific circumstances, unless otherwise agreed in writing between the Parties. Any change to this Agreement shall be in writing and shall be accepted by both Company and Customer. 
    4. Waiver; Remedies. No failure, delay, or forbearance of either Party in exercising any power or right hereunder will in any way restrict or diminish such Party’s rights and powers under this Agreement or operate as a waiver of any breach or non-performance by either Party of any terms or conditions hereof.
    5. Severability; No Third Party Beneficiaries. In the event that any provision of this Agreement is held invalid or unenforceable in any circumstances by a court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and the unenforceable provision shall be enforced to the maximum extent permissible under applicable law.  Nothing in this Agreement shall be construed or be deemed to create any rights or remedies in or for the benefit of any third party. 
    6. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. A scanned or electronic version of this Agreement shall be deemed as an acceptable original thereof. When provided to Customer for execution in electronic form, Customer hereby waives any rights or requirements under any applicable law that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.
    7. Notices. All notices and other communications required or permitted hereunder to be given to a Party to this Agreement shall be in writing and shall be given in person, by courier, registered mail, or by email, sent to the address indicated at the preamble of this Agreement or in the Order, or such other address as either Party specified in writing. All notices and other communications shall be deemed delivered as follows (a) if delivered by courier service, one (1) business day after sending; (b) if sent by registered mail, three (3) days after sending; (c) if sent by email, upon receipt of delivery confirmation. Notwithstanding anything to the contrary, any notice of default shall be sent by courier to the addresses specified in the Order, with proof of delivery.
    8. Governing Law; Jurisdiction. The Parties expressly agree that this Agreement will be governed by the laws of the State of Israel without regard to its choice of law or conflicts of law principles. The Parties expressly consent to the exclusive jurisdiction and venue in the courts in Tel Aviv, Israel, except that temporary relief to enjoin infringement of Intellectual Property rights may be sought in any court.

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