SKYCURE TERMS OF SERVICE

 

THANK YOU FOR CONSIDERING TO SUBSCRIBE FOR THE SERVICES OF SKYCURE LTD. (“SKYCURE” OR “WE“) PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE YOU PROCEED TO SUBSCRIBE FOR THE SERVICES. THE TERM “YOU“, WHEN USED HEREIN, WILL REFER TO THE ORGANIZATION THAT REGISTERED FOR THE SERVICES THROUGH THE ORDER FORM, SUBSCIPTION PROPOSAL OR LIKE DOCUMENT APPEARING ON THE SKYCURE WEBSITE OR OTHERWISE PROVIDED BY OR AGREED TO BY SKYCURE (THE “ORGANIZATION” AND THE “ORDER FORM“, RESPECTIVELY). BY CLICKING THE “I AGREE” BUTTON DISPLAYED AS PART OF THE SUBSCRIPTION PROCESS OR BY OTHERWISE USING SKYCURE’S SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU READ, UNDERSTOOD AND AGREED TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT“), WHICH SHALL GOVERN YOUR USE OF SKYCURE’S SERVICES. IF YOU DO NOT AGREE, YOU MUST ABORT THE SUBSCRIPTION PROCESS AND MAY NOT USE THE SERVICES. YOUR ORDER FORM MAY PROVIDE THAT YOU ACQUIRE THE SERVICES FROM AN AFFILIATE OF SKYCURE LTD. (SUCH AS A SUBSIDIARY), IN WHICH CASE REFERENCES TO “SKYCURE” OR “WE” HEREIN SHALL ACTUALLY RELATE TO SUCH AFFILIATE.

1.  The Services

Subject to the terms and conditions of this Agreement, Skycure shall provide you with the Services for which you subscribed, whether directly from Skycure or from an authorized distributor or reseller of Skycure, with respect to mobile communication devices that are used by your employees and service providers (“Users“) for accessing your organizational computer network and that will be designated by you for purposes of being provided with such services (the “Designated Devices“).

Skycure’s main services include: (i) certain pre-defined rules and configurations that are imposed on the use of the Designated Devices and that are intended to prevent or mitigate the risk of a third party who is not the User gaining unauthorized access to your organizational computer network, (ii) in certain cases, rerouting internet traffic to and from the Designated Devices, so that it passes through a secured connection, which may include servers operated by Skycure; and (iii) allowing the Organization to view and monitor the application of the Services to the Designated Devices through a designated secured website operated by Skycure (the “Management Console“); ((i) to (iii) above, the “Services“). If required, Skycure can also provide you with mobile device management (MDM) services to enable optimization of the functionality and security of your mobile communications network (for further information regarding the MDM feature please refer to your devices’ documentation)

Skycure’s configuration code or application, as may be updated by Skycure from time to time (the “Software“) will need to be installed on a Designated Device in order for the Services to be provided in respect of such Designated Device. Such Software may be installed on such Designated Device in the manner as applicable for such Designated Device and as agreed by the parties or may otherwise be provided to you by Skycure or Skycure’s authorized distributor.

In order to view and monitor the application of the Services to the Designated Devices in the organization, you will be provided with login details for the Management Console (user name and password), to be used by an authorized representative designated by you to Skycure (the “Administrator“). We may also establish and require from time to time additional or different means of identification and authentication for logging in and accessing your account, or for accessing other certain services of Skycure. You agree to maintain the login information in absolute confidentiality and refrain from disclosing it to others. The Administrator should ensure that he changes the password periodically. You will be responsible towards us for the compliance of each Administrator with the provisions of this Agreement.

2.  Proprietary Rights

Skycure alone shall own all rights, title and interest in the Software and Services and any intellectual property rights related to them, including all related unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world and any goodwill associated therewith (the “Intellectual Property Rights“) in and to the Services, the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Services (the “Content“), all of Skycure proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Skycure in providing the Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Services.

Skycure grants you a limited, non-exclusive, non-transferable license, without right to sub-license, to install and use the Software on the Designated Devices in order to use the Services, subject to the terms and conditions of this Agreement. All rights not expressly granted herein are reserved by Skycure.

The Skycure name, trademarks, service marks, logos, and the product names associated with the Services are trademarks and/or service marks and/or trade names owned by Skycure or third parties who licensed their rights to Skycure, and no right or license is granted hereunder to use them. You may not adapt or use otherwise any name, mark or logo that is identical, or confusingly similar to any of Skycure’s trademarks, service marks and logos. You must avoid any action or omission which may dilute, or tarnish Skycure’s goodwill. You agree to abide by all messages and signs pertaining to proprietary rights, such as – Copyright mark [©] or Trademark [® or ™] accompanying the Content. You agree to retain and avoid distorting such signs and notices in any copy thereof.

This Agreement does not convey to you any ownership interest in or to the Services and the Software, but only a limited right in accordance with the terms of this Agreement. Nothing in this Agreement constitutes a waiver of Skycure’s Intellectual Property Rights under any law. Use of the Services or the Software in violation of the limited license granted hereunder will result in the termination of this license and may expose you to claims for damages. You agree to take all necessary steps to prevent any unauthorized disclosure or use of the Services or the Software, or any part thereof, by others.

Third party notices, terms and conditions pertaining to certain third party components can be found at www.skycure.com/open-source-software-disclosure and are incorporated by reference herein.

3.  Restrictions

You may use the Services and the Software only as specified herein and as may be otherwise expressly permitted by Skycure, and you may not: (i) sell, resell, transfer, assign, copy, distribute, market, sublicense or otherwise commercially exploit the Services or the

 

Software or make them available to any third party in any way; (ii) display publicly, decompile, disassemble, reduce to human readable form, execute publicly, adapt, process, compile, translate, lend, rent, reverse engineer or combine any of the Services or the Software with other software or services; (iii) interfere in any manner with the functionality of the Services or use the Services in any way that breaches any code of conduct, policy or other notice applicable to the Services; or (iv) copy any ideas, features, functions or graphics of the Services, the Software or any Content; (v) modify, alter and create derivative works of the Software, or any part of the Services, either by yourself or by a third party on your behalf, in any way or by any means whether electronic, mechanical, optical or others; (vi) remove or tamper with any trademark, logo, copyright or other intellectual property notice appearing on or contained within the Services, whether of Skycure or any other third parties; and (vii) otherwise use the Services not in compliance with the terms of this Agreement. You will be responsible towards us for the adhering by all Users to these restrictions.

4.   Responsibilities and Acceptable Use of the Services

  • You are responsible for all of the acts or omissions associated with your access and use of the Services and the access and use of the Services by anyone on your behalf, including the Users. You will abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with such use of the Services, including those related to data privacy, international communications and the transmission of technical or personal data. You will generally, comply with any instructions concerning access to and/or use of the Services that Skycure or its authorized distributor or reseller may offer from time to
  • You specifically agree not to, in any way: (i) access (or attempt to access) the Service by any unauthorized or automated means, other than through the interface that is provided by Skycure or its authorized distributor; (ii) breach this Agreement or any other applicable rules and instructions that we may convey with respect to the use of the Services; (iii) interfere with or disrupt the integrity or damage the performance of the Services or any other computer system or network or circumvent or manipulate the operation, or functionality of the Services, including any hosting services provided by third parties to facilitate the Services; (iv) impersonate any person or entity, or make any false statement pertaining to your identity; (v) collect or process personal information of the Users without their explicit consent; (vi) export illegally any controlled or restricted items, including software, algorithms, or other data that is subject to applicable export laws (including export laws of the U.S.A and the State of Israel); (vii) send, store, provide or link through the Services to any content or material that may reasonably be deemed as:
    • Infringing or violating intellectual property rights of other parties, including patents, copyrights and trademarks;
    • Software viruses, Trojan horses, worms, vandals, spyware and any other malicious applications or any other similar software or programs that may damage the operation of the Services;
    • Encouraging, supporting, assisting, providing instructions or advising in the committing of a criminal offense, under the applicable laws;
    • Constituting a violation of a person’s right for privacy or right of publicity;
    • Prohibited by any applicable law, including court restraining orders, to be posted, published, disseminated, or otherwise made available to the public;
    • Threatening, abusive, harassing, defamatory, libelous, vulgar, obscene or racially, ethnically or otherwise objectionable;
    • Unsolicited commercial communications (‘spam’), chain letters, or pyramid

Should Skycure or its authorized distributor become aware that you have violated section 4.2 above, Skycure or its authorized  distributor shall be entitled, at their own discretion, to suspend or terminate your subscription and/or notify the relevant authorities.

  • Both during and following the termination or expiration of this Agreement, you will indemnify Skycure and its officers, directors, agents, authorized distributor, reseller, and employees, and hold them harmless against all damages and expenses  (including reasonable attorney’s fees) arising out of claims of third parties based on or related to your breach of any undertakings or representations in this Agreement or any of your actions or omissions with respect to the performance of this

5.  Registration and Organization Account

When you register with the Services, we will ask you to provide us with certain contact and personal details. If you wish to purchase  any of Skycure’s paid Services, we or our reseller will ask you to provide us also with your payment details. Bear in mind that false, incorrect, or outdated information may prevent you from registering and impair our ability to provide you with the Services and to contact you. You are fully accountable for any outcome resulting from your failure to provide true, accurate and complete details in the course of the registration process, and for any use or misuse of your account as a result of conveying your details to someone else.

6.  Charges and Payment of Fees

  • Except as otherwise expressly agreed between you and Skycure or its authorized distributor or reseller, you shall pay any and all applicable fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments shall be made in accordance with the terms and conditions set forth by Skycure or its authorized distributor or reseller, or as otherwise mutually agreed upon. You are responsible for paying any then, generally applicable fees or charges during the applicable billing period. Skycure or its authorized distributor reserve the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you. All payment obligations are non-cancelable and all amounts paid are non-refundable. You are responsible for paying for all Services ordered, whether or not such Services are actively used by you or your Users.
  • Skycure’s or its authorized distributor’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on Skycure’s or its authorized distributor’s net
  • You agree to provide Skycure or its authorized distributor with complete and accurate billing and contact information as shall be requested by Skycure or its authorized distributor. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Skycure or its authorized distributor reserve the right to suspend or terminate your access to the Service in addition to any other legal remedies. Except as otherwise expressly agreed between you and an authorized Skycure reseller, if you believe your bill is incorrect, you must contact Skycure or its authorized distributor in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or

7.   Warranties  and Liability

  • With respect to services for which you paid, Skycure or its authorized distributor warrant that such Services will be provided

 

substantially in accordance with their published specifications, as may be updated from time to time. In the event of any deviation from such warranty, as sole remedy, Skycure or its authorized distributor shall make reasonable commercial efforts to cure such deviation within a reasonable time, given the nature of the deviation, its severity and Skycure’s internal priorities.

 

  • EXCEPT AS STATED ABOVE, THE SERVICES, SOFTWARE AND THE CONTENT ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SKYCURE AND ITS AUTHORIZED DISTRIBUTOR (INCLUDING ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS OR ASSIGNEES) AND ITS LICENSORS. WITHOUT DEROGATING FROM THE AFORESAID, SKYCURE, ITS AUTHORIZED DISTRIBUTOR AND ITS LICENSORS MAKE NO REPRESENTATION OR GAUARNTEE AS TO THE SUCCESS OF THE SERVICE IN PREVENTION OF SECURITY THREATS AND YOU ACKNOWLEDGE AND UNDERSTAND THAT NO GUARANTY OF SUCH SUCCESS MAY BE GIVEN OR SHOULD BE EXPECTED. SKYCURE AND ITS AUTHORIZED DISTRIBUTOR DO NOT REPRESENT OR WARRANT THAT ALL OF YOUR DESIGNATED DEVICES WILL BE COMPATIBLE WITH SKYCURE’S SOFTWARE AND SERVICES.

 

  • The availability and functionality of the Services depend on various factors and elements, including software, hardware and communication networks, and partially provided by third parties. These factors are not fault free. We do not warrant or guarantee that the Services will operate without disruption, limitations, delays, errors or interruptions, or that it will be accessible, or available at all times, or immune from unauthorized access or error

 

  • IN NO EVENT SHALL SKYCURE’S LIABILITY TO YOU WITH RESPECT TO A SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT (REGARDLESS OF THE THEORY OF LAW) EXCEED THE FEES PAID BY YOU TO SKYCURE, DURING THE 6 MONTHS PRECEDING SUCH INCIDENT AND IN NO EVENT SHALL SKYCURE’S AGGREGATE LIABILITY WITH RESPECT TO ALL SUCH INCIDENTS EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO SKYCURE. IN NO EVENT SHALL SKYCURE BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, INCLUDING THE USE OR INABILITY TO USE THE SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF SKYCURE HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE REASONABLY

7.5. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

8.  Privacy & Security

Skycure respects your privacy and the privacy of the Users. The use of any Services shall be subject to the Skycure privacy policy applicable to the Services (the “Privacy Policy“). Skycure reserves the right to modify the Privacy Policy in its discretion from time to time. Therefore, we recommend that you read it periodically. Continued use of the Services after any such changes shall constitute your consent to such changes. Skycure and third parties on its behalf implement information security systems and procedures to secure your personal information and to prevent unauthorized access to your account on the Services and any information routed through or stored on Skycure’s server computers. To learn more about how Skycure secures your personal Information, please see Skycure’s Privacy Policy. By subscribing and using the Services you agree to the terms of such Privacy Policy.

9.  Term and Termination

Except as otherwise expressly agreed between Skycure and its authorized distributor or reseller from whom you have purchased the Services, Skycure may terminate this Agreement, or terminate the Services to you in full or with respect to certain Designated Devices at any time, with or without cause, by a 30-day prior notice to you. Upon such termination, your applicable right to use the Services will cease. You may discontinue your use of the Service for any reason and at any time by providing to Skycure a 30-day prior notice. Following termination, you will no longer be able to access the Services, including the Management Console and we may erase all data related to your use of the Services.

If you have purchased paid Services, other than in case of a breach by you of this Agreement, Skycure’s termination notice or your termination notice shall be effective only (i) as of the end of the then current billing period for which you have paid the fees; or (ii) immediately, if Skycure provides you with a refund of a pro-rata amount of the fees paid by you with respect to the then current billing period, as proportionate to the period remaining from the date of termination to the end of such billing period. Any breach of your payment obligations, unauthorized use of the Service or other failure by you to comply with the terms of this Agreement will be deemed a material breach of this Agreement and will entitle Skycure, without derogating from any other remedies available to it, to immediately suspend or terminate this Agreement with no liability or refund to you. Termination of this Agreement shall be without prejudice to the survival of provisions in this Agreement, which by their nature survive termination.

10.   Notice

Skycure may give you notice by means of a general notice on the Services or by electronic mail to your e-mail address on record in Skycure’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after posting or 12 hours after sending by email. You may give notice to Skycure (such notice shall be deemed given when received by Skycure) at any  time via Skycure’s contact details as appear at Skycure’s official Website, addressed to the attention of: contact@skycure.com. We reserve the right to publish in public – including on the Website – any communications with you, as long as your personal details shall not be revealed without your prior consent.

11.   Modification to Terms

Skycure reserves the right to modify the terms and conditions of this Agreement. Substantial changes will take effect 30 days after Skycure has notified you of such changes, including by way posting on the Skycure website or the Management Console. Other changes will take effect 7 days after the earlier of such initial posting on the website or our notification to you by other means. However, if we amend the Agreement to comply with legal requirements the amendments will become effective immediately upon their initial posting on our website, or as required.

You agree to be bound by any of the changes made in these terms of the Agreement. Continued use of the Services after any such

 

changes shall constitute your consent to such changes. If you do not agree with any of the amended terms, then you may terminate the Agreement within 14 days after being notified of such changes, as stated above, and in such case you will be entitled to refund in a proportionate amount reflecting the period from the date of termination to the end of the subscription period for which you have previously paid.

12.   Miscellaneous

If Your principal place of business is in Canada or the USA then this Agreement shall be exclusively governed by the laws of the State of California, without regard to the choice of law provisions, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Services shall be subject to the exclusive jurisdiction of the competent State and Federal courts  in California. Otherwise, unless another forum or governing law is expressly provided in an Order Form, this Agreement shall be exclusively governed by the laws of the State of Israel, without regard to the choice of law provisions thereof, and any disputes,  actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts of Tel-Aviv Yaffo or the Central District. This Agreement and any Order Form referring thereto comprise the entire agreement between the parties and supersede all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. In case of any conflict between the terms of this Agreement and the Order Form through which you subscribed to the Services, the provisions of the Order Form shall prevail. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision, with all other provisions remaining in full force and effect. The failure of Skycure to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Skycure in writing. The section headings in the Agreement are included for convenience only and shall take no part in the interpretation, or construing of the Agreement. “Including”, whether capitalized or not, means without limitation. This Agreement may not be assigned by you without the prior written approval of Skycure and any  assignment without such prior written consent shall be void. We may incorporate Skycure as a separate company or transfer  ownerships rights and title in the Services, to a third party (whether by way of merger, sale of shares, sale of assets, license or otherwise), provided that your rights according to this Agreement are not prejudiced by the transfer of ownership. In that case, all of your details and information pertaining to you will be passed on to the corporation receiving the rights in the Services and you hereby give your prior consent thereto. The provisions of this Agreement relating to proprietary rights, disclaimer of warranties and limitation of liability shall survive the termination or expiration of the Agreement.

 

Last Updated: September 14 2016