SOSA Q
Terms of service.
These terms of service (the “Agreement”) constitute a binding legal agreement between SOSA Holdings Ltd., an Israeli limited liability company, having its main place of business at 13 Shocken St. Tel Aviv, Israel (“we”, “us”, “our” or the “SOSA”) and the entity and/or individual using the Services (as such term defined below) (“you” or “your”) (Each of SOSA and you, a “Party” and together, the “Parties”). This Agreement is effective as of the date you accepted it, either by checking the “I agree” box or by using the Services (the “Effective Date”).
IN ORDER TO USE THE SERVICES, YOU MUST AGREE TO ABIDE BY THIS AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU ARE A NEW USER OF THE SERVICES, YOU WILL BE REQUIRED TO ACCEPT THIS AGREEMENT IN ORDER TO COMPLETE THE REGISTRATION PROCESS. BY CHECKING THE “I AGREE” BOX, YOU ACCEPT AND AGREE TO BE BOUND BY ALL OF THE PROVISIONS OF THIS AGREEMENT, INCLUDING THOSE INCORPORATED BY REFERENCE. DO NOT CHECK THE “I AGREE” BOX IF YOU DO NOT AGREE WITH THIS AGREEMENT OR ANY PROVISION THEREOF AND YOU WILL NOT BECOME A USER AND WILL NOT BE AUTHORIZED TO ACCESS, OR USE, THE SERVICES.
YOU HEREBY CERTIFY TO US THAT YOU ARE AN AUTHORIZED REPRESENTATIVE OF THE CUSTOMER SPECIFIED IN THE APPLICABLE REGISTRATION FORMAND AUTHORIZED TO ENTER INTO THIS TYPE OF AGREEMENT WITH US. YOU WILL BE ASSUMING FULL AND SOLE RESPONSIBILITY FOR ALL USE OF THE SERVICES OCCURRING UNDER YOUR ACCOUNT;
YOUR CONTINUED USE OF THE SERVICES CONSTITUTES FULL ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
1. Definitions
1.1. “Intellectual Property Rights” shall mean any and all inventions,
patents, design rights, service marks, logos, trade secrets, database rights,
domain names, moral rights, trademarks and copyrights of any kind and any
other form of related protection, registerable or otherwise, statutory or
otherwise, including applications for any of the foregoing, wherever in the
world.
1.2. “Services” or “SOSA Q” shall mean (i) “SOSA Q” website and
subdomains; (ii) SOSA Q hosted services.
1.3. “Subscription Fee” shall mean the respective amounts payable to
SOSA per one Subscription Term (according to the Subscription Term in the
Subscription Plan you subscribed for) of use of the Services in accordance
with the relevant Subscription Plan.
1.4. “Subscription Plan” shall mean that certain combination, marked and
chosen by you in a registration form, order form or similar, filled while
registering to SOSA Q, or while using SOSA Q, allowing you to use certain
aspects of the Services.
1.5. “Subscription Term” shall mean the set subscription period during
which you are allowed to use certain aspects of the Services, depending on
the Subscription Plan you subscribed for.
2. The Services
2.1. You may access SOSA Q under this agreement, and subject to all other
terms and conditions stipulated hereto, in accordance with the Subscription
Plan you subscribed for.
2.2. To access the Services, you must register for a SOSA Q account (your
“Account”) by providing your full legal name, a valid email address, and
any other information required to complete the registration process.
3. Your Responsibilities, Obligations and Restrictions
3.1. You are solely responsible for all activity occurring under your Account
and with your use of the Services. You shall notify us immediately of any
unauthorized use of any password or account or any other known or
suspected breach of security, and use reasonable efforts to stop immediately
any copying or distribution of content that is known or suspected by you.
3.2. You are obligated to use the Services only for lawful purposes as
explicitly set forth herein. Your responsibility includes compliance with all
applicable local, state, national and foreign laws, treaties and regulations
relating to your use of the Services, including those related to the protection
of intellectual property, data privacy, international communications and the
transmission of technical or personal data. You agree to hold us harmless
from all consequences of any breach of the foregoing responsibility
howsoever arising.
3.3. You may not and may not permit others to:
(i) access the Services for purposes of monitoring their availability,
performance or functionality, or for any other benchmarking or
competitive purposes; (ii) license, sublicense, sell, resell, transfer,
assign, distribute, display, disclose or otherwise commercially exploit or
make available to any third party, the Services; (iii) copy, modify, adapt,
translate or make derivative works based upon the Services; (iv) reverse
engineer, decompile, disassemble or otherwise attempt to discover the
source code of any part of the Services; (v) create Internet “links” to the
Services or “frame” or “mirror” any content thereof on any other server,
wireless or Internet-based device; (vi) do anything that encourages
conduct which would constitute a criminal offense, or which encourages
or may encourage “hacking” or “cracking” or which gives rise to civil
liability or otherwise violate any applicable local or international law;
(vii) send spam via the Services or otherwise duplicative or unsolicited
messages in violation of applicable laws; (viii) send via or store on the
Services infringing, obscene (including pornography, violence, terror,
etc.), threatening, libelous, or otherwise unlawful or tortious material,
including material harmful to children or violative of third party privacy
rights; (ix) send via or store on the Services material containing
software viruses, worms, trojan horses or other harmful computer code,
files, scripts, agents or programs; (x) interfere with or disrupt the
integrity or performance of the Services or the data contained therein;
(xi) attempt to gain unauthorized access to the Services or its related
systems or networks; (xii) remove, deface, obscure, or alter SOSA’s or
any third party’s identification, attribution or copyright notices,
trademarks, or other proprietary rights affixed to or provided as part of
the Services; or (xiii) use the Services other than for your reasonable
internal business purposes.
3.4. You may ask SOSA to assign a specific user of your Account to SOSA
for the purpose of allowing SOSA to assist you in uploading your Content
(as defined below) to the Services (the “Assigned User”). It is hereby
clarified that such assignment is not intended to impose any additional
responsibility on SOSA or derogate from your obligations under this
Agreement. You shall remain solely responsible for all activity in your
Account and for any Content you upload to the Services, as specified
in Section 4.4 below. SOSA shall have no responsibility or liability for the
Content uploaded by the Assigned User, and you declare that you are
authorized to assign such Assigned User to SOSA.
4. Intellectual Property Rights
4.1. All right, title and interest, including all related Intellectual Property
Rights in SOSA Q, including without limitation, in any of its underlying
content, materials, software, Confidential Information, know-how, API,
design, text, media, methodologies, artwork, names, (excluding your
Content), any and all related or underlying technology and any
modifications, improvements, development or derivatives thereof, in
whole or in part, belongs to SOSA (and/or its suppliers and/or licensors,
when applicable). Without derogating from the above, it is hereby clarified
that SOSA owns any and all right, title and interest, including all related
Intellectual Property Rights in any content, extracts and outputs of SOSA Q,
to the extent provided to you by SOSA via the Services including, without
limitation, any company data, companies lists, reports, contact details and
any other data provided through SOSA Q regarding companies, individuals,
industry insights and analysis (collectively the “Protected Output”).
If any Protected Output is provided by SOSA, you shall only be granted with
a non-exclusive, non-transferable license to use such Protected Output solely
for your own internal purposes.
4.2. This Agreement does not convey to you any interest in or to the
Services, except for a limited right of use as set forth herein, terminable in
accordance with this Agreement. It is not an agreement for the sale of the
Protected Output to you, and no title to the Protected Output passes to you.
4.3. You acknowledge that any and all trademarks, trade names, logos,
service marks, or symbols used by SOSA to identify the Services (our
“Marks”) belong to us (and/or our suppliers and/or licensors, when
applicable), and that any use of any of our Marks without the prior written
permission of their owners is strictly prohibited.
4.4. Any content that is created, processed, uploaded, submitted, collected
and stored by you while using the Services (your “Content”) belongs to
you. You acknowledge that any decision to upload Content via the Services
is at your responsibility and you hereby grant SOSA and its Sub-Processors
(as defined below) an irrevocable, perpetual, non-exclusive, worldwide,
royalty-free, fully paid, sub-licensable right and license to access, use,
process, copy, download, store, distribute, publicly perform, display and
create derivative works of your Content, solely for the purpose of providing
the Services. You represent and warrant that: (i) you own or have all the
required licenses, rights, consents, approvals and permissions to grant SOSA
the aforementioned right and license; (ii) any Content that you upload and
any use thereof do not and shall not violate any applicable laws, including
those related to data privacy or data transfer and export or any policies and
terms governing such Content; and (iii) you shall not upload via the Services
any sensitive data that is protected under a special legislation and requires
unique treatment.
4.5. It is hereby clarified, that SOSA retains all rights to: (i) any
aggregated insights learned by SOSA from any use of the Services (the
“Insights”); and (ii) any suggestion, comment or idea received from you for
improving or otherwise modifying any part of the Services (the
“Feedback”), and nothing shall prevent or restrict SOSA from using in any
way such Insights and/or Feedback.
5. Warranties, Limitation of Liability, Indemnification
5.1. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT THE
SERVICES ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS-AVAILABLE”
BASIS WITHOUT WARRANTIES OF ANY KIND WHATSOEVER, WHETHER
EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES
OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE.
NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY SOSA, ITS
OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AFFILIATES,
AGENTS, LICENSORS, CONTRACTORS OR THE LIKE (“ANYONE ON ITS
BEHALF”) SHALL CREATE OR CONSTITUTE ANY FORM OF WARRANTY.
ACCORDINGLY, YOU AGREE THAT THE USE OF THE SERVICES IS AT YOUR
SOLE RISK, AND THAT NEITHER SOSA NOR ANYONE ON ITS BEHALF DO
AND CAN WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY
USING OUR SERVICES NOR THAT THE OPERATION OF THE SERVICES WILL
BE ERROR FREE OR MEET ANY REQUIREMENTS.
5.2. SOSA is not and shall not be liable to you or any other party for any
loss or damages resulting from any claims, demands, or actions arising out
of, or relating to, this Agreement and/or the Services.
UNDER NO EVENT SHALL SOSA BE LIABLE FOR ANY DIRECT, INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES
INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS,
GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SOSA
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING
FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE
COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES
RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES
PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS
ENTERED INTO THROUGH OR FROM THE SERVICES; (iii) UNAUTHORIZED
ACCESS TO OR ALTERATION OF YOUR CONTENT; (iv) STATEMENTS OR
CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (v) ANY OTHER
MATTER RELATING TO THE SERVICES, TO ANY PARTY.
You may, however, have additional rights under certain laws that do not
allow the exclusion of implied warranties, or the exclusion or limitation of
certain damages. If such laws apply, our exclusions or limitations shall apply
to the fullest extent provided by the applicable laws.
5.3. IN NO EVENT SHALL THE ENTIRE LIABILITY OF SOSA AND ANYONE ON
ITS BEHALF FOR ALL DAMAGES, LOSSES, CLAIMS AND COSTS, WHETHER IN
CONTRACT, TORT OR OTHERWISE, EXCEED THE AGGREGATE AMOUNT PAID
BY YOU TO SOSA DURING THE IMMEDIATELY PRECEDING ONE (1) YEAR
PERIOD.
5.4. You are solely responsible for Your actions when using the Services,
and therefore, notwithstanding the above, you shall indemnify, defend, and
hold harmless SOSA, its directors, officers, employees and agents and their
respective successors, heirs and assigns (each, a “SOSA Indemnity”),
against any liability, damage, loss, or expense (including reasonable
attorneys’ fees and expenses of litigation) incurred by or imposed upon any
of the SOSA Indemnities in connection with any claims, suits, actions,
demands or judgments arising out of any theory of liability (including
without limitation actions in the form of tort, warranty, or strict liability and
regardless of whether such action has any factual basis) concerning any act
or omission of you: (a) in connection with the Services; (b) which are in
breach of any applicable law; (c) which constitutes a breach of this
Agreement; or (d) which are in violation of any rights of any third party.
6. Confidentiality
6.1. For purposes of this Agreement, "Confidential Information" shall
mean any and all non-public business, product, technology and marketing
data and information, whether written, oral or in any other medium
disclosed or otherwise provided by SOSA to you, that is either identified as
such or should reasonably be understood to be confidential given the nature
of the information and the circumstances of disclosure. Confidential
Information shall not include any information which you can prove: (a) is
publicly available at the time of disclosure or subsequently becomes publicly
available through no act or omission of you in breach of this Agreement; (b)
is already known to you at the time of disclosure; (c) is disclosed to you by a
third party who is not, to your knowledge, in breach of an obligation of
confidentiality; (d) was or is independently developed by you without use of
or reliance upon the Confidential Information; or (e) is compelled to be
disclosed pursuant to a court order, provided You have provided SOSA
prompt notice thereof.
6.2. You undertake and warrant that: (i) you shall hold the Confidential
Information in high confidence and shall take all reasonable steps to
safeguard and protect the Confidential Information including, without
limitation, those steps that you take to protect your own confidential
information of a similar nature; and (ii) you shall not disclose or otherwise
provide any Confidential Information to any third party without the prior
written consent of SOSA, except to those of its employees who have a need
to know such Confidential Information for the purpose of fulfilling this
Agreement and provided that such employees are bound by written
confidentiality obligations which are at least as restrictive as those contained
herein.
6.3. You agree that We may list you as a customer and reproduce your
logo and registered trademark online or in printed materials solely to
indicate that you are or were a user of SOSA Q, unless and until you provide
us with a written notice not to do so.
7. Fees and Payments
7.1. We may offer several subscription plans for the Services including a
free subscription plan (the “Free Subscription Plan”) and paid subscription
plans, which are subject to payment in advance of the Subscription Fees for
the respective Subscription Term in accordance with the Subscription Plan
you subscribed for (each, a “Paid Subscription Plan”). In case you
subscribe for any Paid Subscription Plan, You hereby expressly authorize
SOSA, directly or through any third-party payment processing service, to
charge the Subscription Fees (which unless stated otherwise shall be stated
in US dollars) for each respective Subscription Term, at the beginning of the
applicable Subscription Term and in each month, quarter or year thereafter,
depending the Subscription Plan you subscribed for. Unless expressly
provided herein, the Subscription Fees shall be non-refundable.
7.2. Unless cancelled prior to its expiration, the Subscription Plan you
registered for, shall be automatically extended and renewed by default for
consecutive terms, each shall be equal in time to the Subscription Term (and
considered for all purposes as “Subscription Term”) and you will be charged
(using the payment information you provided us) for such extended
Subscription Term with the respective Subscription Fees, at their then-
current rate.
7.3. We reserve the right to modify the Subscription Fees at any time,
provided that any increase of the Subscription Fees shall only become
effective as of the commencement of your following Subscription Term and
after notifying you of such increase at least thirty (30) days prior the end of
your then-applicable Subscription Term.
7.4. Unless agreed otherwise by SOSA, all Subscription Fees shall be paid
through credit card. You shall provide SOSA with complete and accurate
billing and contact information and you agree to provide us with an update
for this information within thirty (30) days of any change. If the information
you have provided is false or fraudulent, SOSA reserves the right, without
derogating from other remedies available to it under applicable law or this
Agreement, to terminate your access to the Services.
7.5. All Subscription Fees are exclusive of taxes, levies, duties or similar
governmental assessments of any kind (excluding taxes based on SOSA’s
income) and you are solely responsible for payment of any such taxes.
7.6. Without derogating from any remedies available to us under this
Agreement or any applicable law, you will be charged with interest of 1.5%
per month (or the maximum permitted by law, whichever is less) on any
outstanding debt you owe us, plus all expenses suffered by us, including
without limitation legal fees, in connection with the collection of such debt.
8. Third Parties
8.1. You acknowledge that the Services are hosted and made available by
certain sub-processors of SOSA (each, a “Sub-Processor”). SOSA may
remove, add or replace its Sub-Processors from time to time, at its sole
discretion.
8.2. The System may contain links to other third-party services or may
enable you to access, engage and procure certain services and products
provided by third parties (each, a “Third-Party Service”). You acknowledge
and agree that regardless of the manner in which such Third-Party Services
may be presented or offered to you, SOSA does not endorse any such Third-
Party Services, or shall be in any way responsible or liable with respect to
any such Third-Party Services.
9. Term, Termination and Effect of Termination
9.1. This Agreement shall become effective as of the Effective Date and
shall maintain in effect:
9.1.1. If you subscribed for a Free Subscription Plan – for as long as it is not
terminated according to Sections 9.2 or 9.4 below.
9.1.2. If You subscribed for any Paid Subscription Plan – for the Subscription
Term, unless terminated earlier according to Sections 9.2 or 9.4 below.
9.2. Both you and us may terminate this Agreement, at any time, for any
or no reason (“Termination for Convenience”) by providing the other
party with 15 (fifteen) days prior written notice. In addition - if you
subscribe for a Free Subscription Plan - we reserve the right to terminate the
Agreement and delete your Account and all of your Content therein, without
any prior notice to you, if more than six (6) months have passed since the
last time you accessed your Account.
9.3. In case of Termination for Convenience made by us, with respect to
any Paid Subscription Plan, You shall be entitled to receive, as exclusive
remedy, a refund equal to the proportional portion of the Subscription Fee
already paid to us for the current Subscription Term. In case of Termination
for Convenience made by you, you shall not be entitled to any refund
whatsoever.
9.4. Without derogating from our right to exercise Termination for
Convenience, We shall also be entitled to terminate this Agreement by a
written notice with immediate effect in the following events:
9.4.1. If You are in breach of any of your obligations under this Agreement
and did not cure such breach within seven (7) days of receiving a written
notice specifying such breach. Without derogating from any provision
under this Agreement, you agree and acknowledge that your Content
may be irretrievably deleted from SOSA Q if you are in default of any
payment obligation for ninety (90) days or more.
9.4.2. If any, current or future, governmental (national, state or local)
regulations prevent the continuation of the provision of the Services to
you under this Agreement.
9.5. Upon termination of this Agreement, for any reason whatsoever, the
following terms shall apply:
9.5.1. All rights granted to you, shall terminate automatically without you
being entitled to receive any payment or refund of any fee paid by You
(unless specifically expressed otherwise in this Agreement).
9.5.2. If you subscribed for a Free Subscription Plan, we may delete your
Account and all of your Content therein, without any further notice to
you.
9.5.3. SOSA shall make commercially reasonable efforts (unless you
subscribed for a Free Subscription Plan only) to keep your Content
throughout the Subscription Term and for three (3) months thereafter.
However, we are not obliged to do so, and you cannot rely on SOSA
keeping such Content, and you should make all appropriate measures
required to backup such Content by other means, constantly.
10. The following provisions will survive termination or expiration of this
Agreement: (a) any obligation of you to pay Subscription Fees incurred before
termination; (b) Sections 4 (Intellectual Property Rights), 5 (Warranties,
Limitation of Liability, Indemnification), 6 (Confidentiality) and 11
(Miscellaneous); and (c) any other provision of this Agreement that must
survive to fulfill its essential purpose.
11. Miscellaneous
11.1. Privacy Policy. This Agreement is subject to the Privacy Policy of
SOSA which is set forth on Our website www.sosa.co/privacy-policy and constitutes an
integral part of this Agreement.
11.2. Enforceability. In the event that any provision of this Agreement is
invalid or unenforceable under any law, such provision shall be totally
ineffective to that extent, but the remaining provisions of this Agreement will
be unaffected.
11.3. No Waiver. No delay or omission on the part of SOSA in exercising
any right or remedy shall operate as a waiver of such right or remedy or any
other right or remedy. A waiver on any one occasion shall not be construed
as a bar to or a waiver of any right on any future occasion.
11.4. Governing Law. This Agreement shall be governed by, construed and
interpreted in accordance with the laws of the State of Israel, without
reference to conflict of laws principles. You hereby irrevocably subject
yourself to the exclusive jurisdiction of the courts located in the district of
Tel-Aviv, Israel in connection with any action or controversy relating to the
Services, or this Agreement.
11.5. Notices. Any Notice to be given pursuant to this Agreement shall be
sent by you to us via Registered Mail to the address stipulated above, or via
e-mail to the following E-mail: q.legal@sosa.co and shall be deemed
received by us: if sent via registered mail – seven (7) business days after
being sent, and if sent via e-mail – two (2) business days after you get
confirmation it has been received by us. Any notice to be given to you shall
be made via registered mail or e-mail address, to the address and e-mail
you filled in the registration form, order form or similar and shall be deemed
received by you: if sent via registered mail – seven (7) business days after
being sent, and if sent via e-mail – two (2) business days after being sent.
11.6. Whole Agreement. This Agreement, including the provisions
incorporated by reference, constitutes the sole and entire agreement with
respect to the provision of the Services to you.
11.7. Modifications. We may change the terms of the Services, and this
Agreement, from time to time, by posting a modified copy of this Agreement
on the Services, or by otherwise notifying you. These changes will be
effective and binding as of posting of the notice; unless a different effective
date is specified. We therefore recommend you to enter, from time to time,
to our website in order to review information concerning such modifications.
YOUR CONTINUED USE OF THE SERVICES FOLLOWING DELIVERY AND/OR
POSTING OF A NOTICE OF MODIFICATION SHALL BE CONCLUSIVELY
DEEMED AN ACCEPTANCE OF SUCH MODIFICATION. IF ANY MODIFICATION
IS UNACCEPTABLE TO YOU, YOU MUST TERMINATE THIS AGREEMENT
IMMEDIATELY, AND NOTIFY US IMMEDIATELY SO THAT A TERMINATION OF
YOUR ACCOUNT MAY BE PROCESSED, AND SUCH TERMINATION IS YOUR
ONLY RECOURSE.
11.8. Assignment. SOSA may assign or transfer at any time any of its
rights and/or obligations hereunder to any third party without your consent.
Your rights and/or obligations under this Agreement may not be assigned or
transferred in any other way, by operation of law or otherwise without prior
written consent of SOSA.
Last updated: January 2023
