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okoora API license terms and conditions

okoora API license terms and conditions

OKOORA API LICENSE TERMS AND CONDITIONS (06/08/2023)

PLEASE READ THE FOLLOWING CAREFULLY BY SIGNING THIS AGREEMENT, OR CLICKING “I AGREE”, "ACCEPT" OR OTHER SIMILAR CHECKBOX, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU, ON BEHALF OF YOURSELF OR YOUR ORGANIZATION, (“YOU” OR “LICENSEE”) ARE ENTERING INTO A LEGAL AGREEMENT WITH OKOORA FINANCIAL SERVICES ISRAEL LTD, COMPANY NUMBER 516455284, A CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF ISRAEL HAVING ITS PRINCIPAL PLACE OF BUSINESS AT 30 SHESHET HAYAMIM ST., BENI BRAK (“OKOORA" OR “LICENSOR”) (LICENSEE AND LICENSOR EACH A “PARTY” AND COLLECTIVELY, THE “PARTIES”), AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT (THE DATE OF SUCH OCCURRENCE BEING THE “EFFECTIVE DATE”). TO THE EXTENT THAT LICENSEE AGREES TO THIS AGREEMENT BY CLICKING “I AGREE”, “ACCEPT” OR OTHER SIMILAR BUTTON, LICENSEE HEREBY WAIVES ANY APPLICABLE RIGHTS TO REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT NOT PROHIBITED UNDER APPLICABLE LAW. YOU MUST READ, AGREE AND ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, INCLUDING OKOORA’S PRIVACY POLICY AND OKOORA’S ACCEPTABLE USE POLICY, BEFORE YOU MAY BECOME A LICENSEE. LICENSOR MAY CHANGE THE PRIVACY POLICY AND THE ACCEPTABLE USE POLICY FROM TIME TO TIME AND SUCH CHANGES SHALL BE EFFECTIVE AS SET FORTH IN EACH POLICY.
  1. DEFINITIONS
In these Terms and Conditions (the "Terms"), the following capitalized terms shall have the meanings defined hereunder:
  • “Intellectual Property Rights” means: (a) works of authorship, copyrights, including moral rights, registrations and applications for registration thereof; (b) patents, patent applications and all related continuations, divisional, reissue, utility models, applications and registrations thereof, inventions (whether patentable or not), designs, trade marks (whether registered or not, including applications) and domain names; (c) trademark and trade name rights and similar rights; (d) all trade secrets and other proprietary rights in know-how and confidential or proprietary information; and (e) any corresponding or equivalent rights to any of the foregoing.
  • “Licensee Software” means the software that the Licensee develops, owns or operates to interact with Licensor's Platform, through the Okoora API.
  • “Licensee System” means the system or service you have created for your own purposes or provided by you to end users, to enable integration with the Licensee Software.
  • “Licensor's Platform” means the foreign exchange product suite that Licensor owns or operates.
  • “Okoora API” means Licensor's application program interface by means of which the Services are accessible.
  • "Services" means Licensor's Platform and related services offered by Licensor, through which you integrate your Licensee Software with the Okoora API, to enable you or your end users to create and manage transactions from within your Licensee System.
  1. SERVICES
    • Subject to the payment of the consideration as set forth herein below, during the Term (as defined below), Licensor will provide Licensee with access to and use of the Okoora API, to enable Licensee to use or offer its end users the Services. Licensee may only use the Okoora API subject to the restrictions set forth in these Terms and Conditions.
    • Licensee may not use the Okoora API to compete with Licensor by offering the Okoora API to any other person(s) or entity(ies) or making the Okoora API or any portion thereof public by any means, without Licensor’s express written permission.
    • This Agreement does not entitle you to any support for the Services and/or the Okoora API, unless you make separate arrangements with Licensor for such support. You are solely responsible for providing all support and technical assistance to your end users who access, deploy and/or use directly or indirectly the Okoora API. You shall not represent to any such users that Licensor is available to provide such support.
    • Furthermore, you acknowledges and agrees that:
      • You shall provide accurate information to Licensor in relation to your use of Licensor Platform and the Services ;
      • In order to use the Okoora API, Licensor must first evaluate and approve your integrations, having regard to the technical and non-technical documentation;
      • Your use of the Services will not create any liability on the part of Licensor with respect of the supply of goods or services by you to end users, and you will remain directly liable in relation to such supply, including the provision of the Licensee System; and
      • you are also solely responsible for providing and related services to end users for all issues related to that supply of goods or services, including (but not limit to) all issues from the Licensee System.
  1. LICENSEE REPRESENTATIONS
    • The Licensee hereby represents that:
      • It will comply with all applicable law, regulation, and third-party rights (including without limitations laws regarding the import or export of data or software, privacy, and local laws); It will not use the Okoora API to encourage or promote illegal activity or violation of third-party rights; It will not violate any other terms of service with Licensor and/or its affiliates.
      • It will only access, or attempt to access, the Okoora API by the means described in the related written documentation, available at https://docs.okoora.com/, and use only its assigned API credentials.
      • It will require its end users to comply with (and not knowingly enable them to violate) applicable laws, regulation, and Licensor's Privacy Policy and its Terms of Service.
      • It accepts the Licensors limits on your use of the Okoora API and agrees not to attempt to circumvent such limitations.
      • Responsibility for Integration. It will be responsible for its own and its end users' integrations of the Okoora API, Licensee Software and end user systems. As such, each party is, and shall always remain, solely responsible and liable for its part of the integration of the Okoora API and your Licensee Software; neither party shall have liability or obligations with respect to the other party's the integration (including support obligations), unless otherwise set forth herein.
      • Suspension. If Licensor has reasonable proof that Licensee is using the Okoora API and/or the Services in an unauthorized manner or in any other manner that may cause harm to Licensor or any third party, or any other restriction or obligation herein, then Licensor may request in writing such activity be clarified and if necessary, cease immediately, if not ceased within forty eight (48) hours following Licensor's request then Licensor may suspend Licensee access to and use of the Licensor Platform and the Services.
      • Updates and Upgrades. Licensor is under no obligation to create or make available to Licensee any updates or upgrades to the Okoora API or the Services. In the event that Licensor create a major API specifications change, Licensor will make such update or upgrade available to Licensee at the same time as such update or upgrade is made available to another Licensor customers.
      • Storage. Okoora API and the Services do not operate, and any services provided by Licensee are not provided, as an archive or file-storage service, and Licensee alone will be responsible for the backup of its proprietary Content, and any other reports or metrics made available via your Account.
  1. CONSIDERATION
    • In consideration for the Services, Licensee will pay to Licensor the fees as set forth on Schedule 2 hereto on the first day of each calendar month during the Term, in advance.
    • All payments under this Agreement are of net income and Licensee shall bear all applicable value added, state, local and other taxes or other charges with respect to such payments, other than taxes applicable to Licensor’s income. All payments hereunder will be made in Israeli Shekel via wire transfer to wire details designated by Licensor. No payments hereunder shall be refunded for any reason.
    • It is agreed that all past due amounts under this Agreement shall bear interest at the greater of the maximum rate permitted by law and 1%, beginning thirty (30) days from the date upon which the applicable amount became due.
  2. REGISTRATION AND LICENSEE ACCOUNT
    • Access to some or all of the Services may require registration of a Licensee account with Licensor (the “Account”). As part of the registration and Account creation process Licensee may be asked to fill out an online registration form. Licensee must provide accurate, true and complete information when creating an Account, and keep Licensee’s Account information accurate and up to date. By creating an Account or updating information in Licensee’s Account, Licensee represents and warrants to Licensor that all information provided by Licensee is true, complete and accurate. Licensor may rely on any information provided to Licensee in the creation of Licensee’s Account and any updated information provided by Licensee, and will not be under any obligation to independently verify any information. Licensee is solely and fully responsible for maintaining the confidentiality of the password and username of the Licensee’s Account and for all activities that occur under the Licensee’s Account.
    • Each Account created is personal to the Licensee. Licensee may not assign or transfer Licensee rights or delegate Licensee duties under the Account and/or this Agreement without the prior written consent of Licensor or share Licensee’s password or username with any other person. Licensee undertakes to prevent any other person, other than its authorized employees, consultants, and agents, from accessing or using its Account, and Licensee will be responsible and liable for maintaining the security and confidentiality of its login information (including passwords) and the activity that occurs in connection with its Account. For the avoidance of doubt, the Account is a component of Licensor Information, however, information concerning the Licensee’s use of the Services or data based on the Licensee’s accessing the Account (e.g., search queries) shall be deemed Confidential Information of the Licensee. Licensee must notify Licensor immediately of any unauthorized use of Licensee’s Account or any other breach of security. Licensor cannot and will not be liable for any loss or damage arising from any unauthorized use of Licensee’s Account or any other breach of security. Licensee will be liable for the losses of Licensor and/or others due to any such use. For the avoidance of doubt, consultants or service providers of the Licensee may use the license grant solely on behalf of and for the benefit of the Licensee, provided that the Licensee shall be responsible and liable for such parties’ use in compliance with the terms and conditions of this Agreement.
    • If Licensee wish to change Licensee’s username, password or other information that Licensee have uploaded to Licensee’s Account, Licensee may do so on the Licensor Platform, while logged-in to Licensee’s Account, or alternatively, Licensee may contact Licensor at: Okoora Customer Service with such request.
  3. LICENSEE RESTRICTIONS
    • In order for Licensor to be able to continue providing and improving the Services, there is certain conduct which is strictly prohibited on Licensor's Platform and through the Services. Licensee’s failure to comply with the provisions set forth herein may force Licensor (at Licensor’s sole discretion) to terminate Licensee’s access to the Licensor Platform and Services and may also expose Licensee to civil and/or criminal liability.
    • Licensee hereby agrees and undertakes that Licensee will not, whether by itself or anyone on its behalf: (i) resell, copy, modify, adapt, emulate, translate, reverse engineer, decompile or disassemble any portion of the content on the Licensor Platform and/or Services, including any information, material and data available on or provided by the Licensor Platform and/or the Services (collectively, the “Content”) in any way; (ii) interfere with or violate any other Licensor Platform and/or the Services visitor's or user's right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Licensor Platform and/or the Services without their express and informed consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine; (iii) exploit for any commercial purposes any use of or access to the Content, the Licensor Platform and/or the Services; (iv) forward any data generated from the Licensor Platform and/or Services without the prior written consent of Licensor; (v) transfer or assign Licensee’s Account log-in credentials, even temporarily, to a third party; or (vi) use the Services and/or Okoora API for any unlawful or fraudulent purpose, infringe or violate any of the terms of this Agreement.
    • Financial services licenses. You are prohibited from using the Okoora API to provide a financial service or product, unless you obtain Licensor's written consent to each financial services use case (“Valid Permission”). Further, you represent, warrant and covenant on a continuing basis that you:
      • have obtained Valid Permission from Licensor for each financial services use relating to your product;
      • will not use the Okoora API for generating a lead for another financial service provider, for populating, informing, or distributing enquiries or applications for another financial services provider;
      • will not act as an aggregator/distributor of above mentioned leads, enquiries, or applications populated with Licensor's subscription data or in any other data facilitated by the Okoora API;
      • will not use the Okoora API for development or enablement of a price comparison tool for financial services;
      • will not imply, directly or otherwise, that Licensor endorses, underwrites, brokers or makes any warranties or commitments around financial services; and
      • will immediately notify Licensor of any additional intended financial services for your product (whether new or existing applications) and obtain Valid Permission for those new cases prior to implementing them. For the avoidance of doubt, Valid Permission extend solely to use cases specified at the time Valid Permission is obtained.
  1. THIRD PARTY CONTENT
    • The data provided to Licensee may include content derived from or posted by third parties (“Third Party Content”). Since the data is generated automatically by the Okoora API and uploaded automatically to Licensee feed server, Licensor does not review the Third Party Content at any stage and makes no warranties or representations with respect to the Third Party Content, including with respect to its legality, non-infringement, offensiveness, ownership and content or the right to use the Third Party Content.
    • Licensor shall in no way or manner be responsible for the accuracy of Third Party Content, specifically including the results returned by the search services, and Licensee relies on the accuracy of such content solely at Licensee’s own risk.
    • The Licensor Platform contains links to third party websites, whether posted by Licensor, returned as results of the Services or posted as third-party advertisements. Licensor has no control over and makes no representations with respect to Third Party Content or any other content or aspect of such third party websites and will have no responsibility or liability with respect therewith.
  2. CONFIDENTIALITY
    • “Licensor Information” means all non-public information in whatever form disclosed to or obtained by Licensee relating to the business and/or technology of Licensor, including without limitation information relating to the Okoora API, business plans and methods and pricing. Licensee will maintain in strict confidence the Licensor Information, and will not use in any way except as permitted herein the Licensor Information and any other Licensor data. Licensee may disclose the Licensor Information to its personnel who are subject to confidentiality undertakings substantially similar to those of this Section 8, and may use the Licensor Information, but in each case solely to the extent necessary for the performance of this Agreement. Licensee will be responsible for adherence to the restrictions in this provision by its personnel to whom it has disclosed Licensor Information.  However, the confidentiality restrictions of this Section 8 shall not apply to any Licensor Information that: (1) is or becomes publicly available through no fault of Licensee; or (2) was in Licensee’s lawful possession without restriction on disclosure prior to the receipt of such information from Licensor; or (3) is lawfully disclosed to Licensee by a third party without restriction on disclosure; or (4) is independently developed by Licensee; or (5) is made available by Licensor to third parties without confidentiality restriction.
    • Each party agrees to keep confidential and not to disclose the terms and conditions of this Agreement to any third party other than (i) in confidence to its affiliates, actual or potential investors, banks, lawyers, accountants and other professional advisors; (ii) in connection with the enforcement of its rights under this Agreement; (iii) as may be required by law, including, without limitation, in connection with the requirements of a public offering or securities filing; and (iv) in confidence in connection with a merger or acquisition or a proposed merger or acquisition. The existence of this Agreement is not confidential.
    • Publicity – Okoora may issue a press release, a public announcement or otherwise make any disclosure concerning the cooperation between the parties or that the Licensee is receiving the Services contemplated in this Agreement.
  3. INTELLECTUAL PROPERTY RIGHTS
    • Software. The Licensor Platform and the Services and any software used in connection therewith (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws and treaties. Content contained in third-party data or information presented to Licensee through the Services or advertisers may be protected by copyrights, trademarks, service marks, patents, publicity rights, or other proprietary rights and laws. Other than Third Party Content, Licensor will solely and exclusively own all intellectual property and other rights, title and interest in and to the Licensor Platform, the Services and the Software, and Licensor will have the sole and exclusive right to obtain trademark and copyright registrations, patents and other protection therefor and for any continuations and derivative works thereof. Licensee will not, by use of the Services, accessing the Licensor Platform or otherwise, acquire any right, title or interest in any rights of Licensor, under this Agreement or otherwise.
    • Feedback. If either Party provides the other with any specific written feedback, ideas or suggestions regarding, in the case of Licensor, the Okoora API and the Services, or in the case of you, your Licensee Software (“Feedback”), the party providing Feedback hereby provides a perpetual license to the other Party, for no payment or other consideration of any kind, all Intellectual Property Rights in and to such Feedback, including the right to use such Feedback in any manner and for any purpose whatsoever.
    • Ownership of Third Party Content. For the avoidance of doubt, as a Licensee, you do not own any of Third Party Content.
    • Usage Data. You further agree that we may collect, access and use any and all (i) usage data and information related to your use of the API (“Usage Data”), and (ii) data and information that you provide through the Okoora API, (“User Data”), in each case, individually or in the aggregate, for any business purpose, internal or external, including, without limitation, providing enhancements to the Okoora API and other services; analyzing trends and preferences; and/or developing new products, services, features and functionality. You hereby represent and warrant that you have all rights required to provide us with the Usage Data and User Data for the purposes intended hereunder.
    • Data Protection. Notwithstanding anything in this Agreement to the contrary, you agree to comply with all privacy and data protection laws in your processing of personal data (regardless of how it is collected or generated). In addition to the extent you have access to and/or use of any personal data via the Okoora API, you agree to process such personal data in strict accordance with all applicable law and policies.
  4. INTERNET; DISCLAIMER; RESTRICTION
    • Access to and utilization of the Licensor Platform and/or the Services and the reliability, completeness and accuracy of the information displayed therein is subject to, among other things, the availability and operation of internet access and services. Licensor has no control over the continual or proper functioning of the internet or of any specific internet connection and therefore, without derogating from the provisions of Limitation of Liability and No Warranties below, Licensor shall not be responsible or liable under any circumstances for any failure related to the Licensor Platform and/or the Services arising from or related to the functioning of the internet and/or of any specific internet connection and Licensee will not be entitled to any compensation or refunds in connection therewith.
    • Licensor cannot guarantee continuous service, service at any particular time, or integrity of data stored or transmitted via the internet. Licensor shall not be liable for the inadvertent disclosure of, or corruption or erasure of, data transmitted or received over the internet or stored on Licensee equipment. Licensor shall not be liable to Licensee for any claims or damages which may be suffered by Licensee, including, but not limited to, losses or damages of any and every nature, resulting from the loss of data, inability to access the internet, or inability to transmit or receive information, caused by, or resulting from, delays, or service interruptions.
  5. NO WARRANTY 
    • THE LICENSOR PLATFORM AND/OR OKOORA API AND/OR THE SERVICES, AND ANY CONTENT AND ANY INFORMATION RELATED THERETO, ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE OR USE. LICENSOR DOES NOT WARRANT THAT THE OKOORA API OR SERVICES SHALL BE ERROR-FREE, THAT THEY SHALL OPERATE UNINTERRUPTED, THAT THE OKOORA API AND ITS DOCUMANTATION SHALL BE COMPLETE OR ACCURATE OR THAT IT SHALL MEET LICENSEE’S REQUIREMENTS. LICENSOR DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, NON-INFRINGEMENT AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM OKOORA OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
    • LICENSOR SHALL HAVE THE RIGHT, BUT NO OBLIGATION, TO MONITOR LICENSEE’S USE OF THE SERVICES. ANY REVIEW, MONITORING OR ACTIONS WHICH MAY BE PERFORMED BY LICENSOR ARE SUBJECT TO LICENSOR'S SOLE DISCRETION AND INTERNAL NEEDS.
    • WHEN LICENSEE ACCESS OR USE THE SERVICES, LICENSOR MAY COLLECT, ACCESS AND USE ANY AND ALL USAGE DATA, IN EACH CASE, SOLELY IN THE AGGREGATE AND ANONYMIZED IN A MANNER THAT DOES NOT REVEAL THE IDENTITY YOU OR ANY OF YOUR END USERS, FOR ANY BUSINESS PURPOSE, INTERNAL OR EXTERNAL, INCLUDING WITHOUT LIMITATION:(I) CREATING AND/OR PROVIDING ENHANCEMENTS TO THE OKOORA API AND THE SERVICES, AT LICENSOR'S SOLE DISCRETION; (II) ANALYZING TRENDS AND PREFERENCES; AND/OR (III) DEVELOPING NEW PRODUCTS, SERVICES, FEATURES AND FUNCTIONALITY. WE ACKNOWLEDGE AND AGREE THAT YOUR INDIVIDUAL SEARCHES AND QUERIES IN A NON-ANONYMIZED FORM (INCLUDING THOSE CONDUCTED ON BEHALF OF END USERS) CONSTITUTE CONFIDENTIAL INFORMATION OF YOU.
  6. LIMITATION OF LIABILITY
    • NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, LICENSOR, INCLUDING ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS AND AFFILIATES, SOLE AND CUMULATIVE LIABILITY TO LICENSEE OR TO ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF ANTICIPATED SAVINGS, ANY LOSS OF, OR DAMAGE TO, DATA, REPUTATION, OR GOODWILL AND/OR THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY CLAIMS, DEMANDS OR ACTIONS ARISING OUT OF, OR RELATING TO, THIS AGREEMENT AND/OR LICENSEE’S USE OF THE LICENSOR PLATFORM AND/OR THE SERVICES SHALL NOT EXCEED THE CONSIDERATION ACTUALLY PAID BY LICENSEE TO LICENSOR FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT WHICH GAVE RISE TO THE APPLICABLE LOSS, COST OR DAMAGE, AND IN ANY EVENT THE TOTAL CUMULATIVE COMPENSATION BY OKOORA (NOT PER CLAIM) FOR ANY DAMAGES SHALL NOT, HOWEVER, EXCEED EURO 5,000 (FIVE THOUSAND EUROS). The provisions of this Section allocate risks under this Agreement between Licensee and Licensor. Licensor’s pricing of the Services hereunder reflect this allocation of risks and limitation of liability.
    • IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, ELECTRONICALLY TRANSMITTED REQUESTS OR OTHER ECONOMIC ADVANTAGE (EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED TO THE USE OF OR THE INABILITY TO USE OR THE RELIANCE UPON THE INFORMATION DISPLAYED BY THE LICENSOR PLATFORM AND/OR THE SERVICES FOR ANY REASON. SOME STATES MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
  7. LIMITATIONS AS BASIS OF CONTRACT
The limited warranty, exclusive remedies and limited liability provisions set forth herein are fundamental elements of this Agreement, and Licensee accepts and confirms that Licensor would not be able to provide the Services on an economic basis without such limitations.
  1. INDEMNIFICATION
Licensee agrees to defend, indemnify and hold harmless Licensor, including its officers, directors, shareholders, employees, sub-contractors, agents and affiliates, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from: (i) Licensee’s use of the Okoora API and/or the Services; (ii) Licensee’s violation of any term of this Agreement; (iii) any damage of any sort, whether direct, indirect, special or consequential, Licensee may cause to any third party which relates to Licensee’s use of the Okoora API and/or the Services; and/or (iv) Licensee’s violation of any third party rights.
  1. TERM; TERMINATION
    • This Agreement shall commence on the Effective Date and shall continue until terminated pursuant to the following provisions (the “Term”).
  • Either party may terminate this Agreement:
    • For convenience with thirty (10) days' prior written notice to the other party;
    • In case of material breach of the other party that has not been cured within fifteen (15) days following a written notice thereof from the non-breaching party; or
    • upon giving written notice to the other party in the event the other party should become insolvent, or upon the filing by or against the other party of a petition in bankruptcy or reorganization, or upon the filing of a request for the appointment of a trustee, liquidator or receiver for such party, or upon an assignment for the benefit of creditors by such party, or such similar action, should said event continue for a period of sixty (60) days.
  • Upon termination of this Agreement:
    • all rights and licenses granted to you will terminate immediately and you must stop using all the Licensor Platform, the Services and the Okoora API; and
    • you must permanently delete all Licensor Confidential Information and any other data which you stored pursuant to your use of the Okoora API (other than end user data you have received and are using in accordance with the terms of this Agreement) and, at Licensor's request, you will confirm such destruction.
  • Notwithstanding to the foregoing: Sections 1 (Definitions), 4 (Consideration), 6 (Licensee Restrictions), 7 (Third Party Content), 8 (Confidentiality), 9 (Intellectual Property Rights), 10 (Internet; Disclaimer; Restriction), 11 (No Warranty), 12 (Limitation of Liability), 14 (Indemnification), 15 (Term; Termination) and 16 (Miscellaneous) shall survive termination for whatever reason and shall remain in full force and effect thereafter, mutatis mutandis.
  1. MISCELLANEOUS
    • Non-compete. For the duration of this Agreement and for a period of one (1) year thereafter, Licensee shall not, neither directly or indirectly, develop, market, sell, lease or in other ways distribute any products and/or services and/or packages that is in competition either with the Okoora API or with the Services, except with prior written consent of Licensor.
    • Governing Law; Jurisdiction. This Agreement will be governed by and interpreted in accordance with the laws of the State of Israel without regard to the conflicts of laws principles thereof. Any dispute or claim arising out of or in connection with the Agreement shall be finally and exclusively settled by the competent courts of Tel Aviv-Jaffa, Israel. For purposes of this Agreement, Licensor and Licensee hereby irrevocably consent to the exclusive jurisdiction of the competent courts in Tel Aviv-Jaffa.
    • Entire Agreement. This Agreement constitutes the entire agreement between Licensor and the Licensee with respect to the subject matter hereof and supersedes any prior agreements between the parties with respect to the subject matter hereof. If there is a conflict between this Agreement, the Licensor Platform Terms of Services and Okoora End User Agreement, this Agreement will prevail.
    • Modifications. Licensor may modify the Terms of this Agreement or any additional terms that apply to the Services. We will post notice of modifications to the Terms of this Agreement or the additional terms within the Licensor Platform and/or Service. Modifications and any other changes will be effective immediately. You may be required to accept the modified Terms in order to continue using Okoora API, and in any event you agree that your continued use of Okoora API after the changes become effective constitutes acceptance of the modified terms. If you object to any change, you may terminate this Agreement immediately and without penalty before the date the relevant change is implemented.
    • Independent Contractors. The parties hereto are and shall remain independent contractors. Nothing herein shall be deemed to establish a partnership, joint venture, or agency relationship between the parties. Neither party shall have the right to obligate or bind the other party in any manner to any third party.
    • No Waiver. Neither party shall, by mere lapse of time, without giving notice thereof, be deemed to have waived any breach by the other party of any terms or provisions of this Agreement. The waiver by either party of any such breach shall not be construed as a waiver of subsequent breaches or as a continuing waiver of such breach.
    • Assignment. You may not assign, sell, or otherwise transfer in whole or in part any of the rights granted pursuant to this Agreement without prior written approval of us.
    • Notices. Notices to either party hereto shall be deemed given (a) four (4) business days after being mailed by airmail, postage prepaid, or (b) upon receipt of a “read receipt” or any acknowledgment from the recipient, if dispatched by electronic mail (e-mail) or facsimile. Mail shall be addressed to Licensor’s address as follows: OKOORA FINANCIAL SERVICES ISRAEL LTD., 30 SHESHET HAYAMIM ST., BENI BRAK, ISRAEL or at such other address as it shall have notified the other pursuant to the provisions of this subsection. Licensee shall provide its address details in registration and account setup.
PLEASE READ THE FOLLOWING CAREFULLY BEFORE DOWNLOADING: BY SIGNING THIS AGREEMENT, OR CLICKING “I AGREE”, "ACCEPT" OR OTHER SIMILAR CHECKBOX, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU, ON BEHALF OF YOURSELF OR YOUR ORGANIZATION, (“YOU” OR “LICENSEE”) ARE ENTERING INTO A LEGAL AGREEMENT WITH OKOORA FINANCIAL SERVICES ISRAEL LTD, COMPANY NUMBER 516455284, A CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF ISRAEL HAVING ITS PRINCIPAL PLACE OF BUSINESS AT 30 SHESHET HAYAMIM ST., BENI BRAK (“OKOORA" OR “LICENSOR”) (LICENSEE AND LICENSOR EACH A “PARTY” AND COLLECTIVELY, THE “PARTIES”), AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT (THE DATE OF SUCH OCCURRENCE BEING THE “EFFECTIVE DATE”). TO THE EXTENT THAT LICENSEE AGREES TO THIS AGREEMENT BY CLICKING “I AGREE”, “ACCEPT” OR OTHER SIMILAR BUTTON, LICENSEE HEREBY WAIVES ANY APPLICABLE RIGHTS TO REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT NOT PROHIBITED UNDER APPLICABLE LAW. YOU MUST READ, AGREE AND ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, INCLUDING OKOORA’S PRIVACY POLICY AND OKOORA’S ACCEPTABLE USE POLICY, BEFORE YOU MAY BECOME A LICENSEE. LICENSOR MAY CHANGE THE PRIVACY POLICY AND THE ACCEPTABLE USE POLICY FROM TIME TO TIME AND SUCH CHANGES SHALL BE EFFECTIVE AS SET FORTH IN EACH POLICY. THIS AGREEMENT IS AN INTEGRAL PART OF THE LICENSOR’S SET OF AGREEMENTS AND TERMS WITH THE LICENSEE, AND ITS TERMS AND CONDITIONS ARE IN ADDITION TO AND WITHOUT PREJUDICE TO THE OTHER TERMS AND CONDITIONS OF THESE AGREEMENTS.
  1. DEFINITIONS
In these Terms and Conditions (the "Terms"), the following capitalized terms shall have the meanings defined hereunder:
  • “Intellectual Property Rights” means: (a) works of authorship, copyrights, including moral rights, registrations and applications for registration thereof; (b) patents, patent applications and all related continuations, divisional, reissue, utility models, applications and registrations thereof, inventions (whether patentable or not), designs, trade marks (whether registered or not, including applications) and domain names; (c) trademark and trade name rights and similar rights; (d) all trade secrets and other proprietary rights in know-how and confidential or proprietary information; and (e) any corresponding or equivalent rights to any of the foregoing.
  • “Licensee Software” means the software that the Licensee develops, owns or operates to interact with Licensor's Platform, through the Okoora API.
  • “Licensee System” means the system or service you have created for your own purposes or provided by you to end users, to enable integration with the Licensee Software.
  • “Licensor's Platform” means the foreign exchange product suite that Licensor owns or operates.
  • “Okoora API” means Licensor's application program interface by means of which the Services are accessible.
  • "Services" means Licensor's Platform and related services offered by Licensor, through which you integrate your Licensee Software with the Okoora API, to enable you or your end users to create and manage transactions from within your Licensee System.
  1. SERVICES
    • Subject to the payment of the consideration as set forth herein below, during the Term (as defined below), Licensor will provide Licensee with access to and use of the Okoora API, to enable Licensee to use or offer its end users the Services. Licensee may only use the Okoora API subject to the restrictions set forth in these Terms and Conditions.
    • Licensee may not use the Okoora API to compete with Licensor by offering the Okoora API to any other person(s) or entity(ies) or making the Okoora API or any portion thereof public by any means, without Licensor’s express written permission.
    • This Agreement does not entitle you to any support for the Services and/or the Okoora API, unless you make separate arrangements with Licensor for such support. You are solely responsible for providing all support and technical assistance to your end users who access, deploy and/or use directly or indirectly the Okoora API. You shall not represent to any such users that Licensor is available to provide such support.
    • Furthermore, you acknowledges and agrees that:
      • You shall provide accurate information to Licensor in relation to your use of Licensor Platform and the Services ;
      • In order to use the Okoora API, Licensor must first evaluate and approve your integrations, having regard to the technical and non-technical documentation;
      • Your use of the Services will not create any liability on the part of Licensor with respect of the supply of goods or services by you to end users, and you will remain directly liable in relation to such supply, including the provision of the Licensee System; and
      • you are also solely responsible for providing and related services to end users for all issues related to that supply of goods or services, including (but not limit to) all issues from the Licensee System.
  1. LICENSEE REPRESENTATIONS
    • The Licensee hereby represents that:
      • It will comply with all applicable law, regulation, and third-party rights (including without limitations laws regarding the import or export of data or software, privacy, and local laws); It will not use the Okoora API to encourage or promote illegal activity or violation of third-party rights; It will not violate any other terms of service with Licensor and/or its affiliates.
      • It will only access, or attempt to access, the Okoora API by the means described in the related written documentation, available at https://docs.okoora.com/, and use only its assigned API credentials.
      • It will require its end users to comply with (and not knowingly enable them to violate) applicable laws, regulation, and Licensor's Privacy Policy and its Terms of Service.
      • It accepts the Licensors limits on your use of the Okoora API and agrees not to attempt to circumvent such limitations.
      • Responsibility for Integration. It will be responsible for its own and its end users' integrations of the Okoora API, Licensee Software and end user systems. As such, each party is, and shall always remain, solely responsible and liable for its part of the integration of the Okoora API and your Licensee Software; neither party shall have liability or obligations with respect to the other party's the integration (including support obligations), unless otherwise set forth herein.
      • Suspension. If Licensor has reasonable proof that Licensee is using the Okoora API and/or the Services in an unauthorized manner or in any other manner that may cause harm to Licensor or any third party, or any other restriction or obligation herein, then Licensor may request in writing such activity be clarified and if necessary, cease immediately, if not ceased within forty eight (48) hours following Licensor's request then Licensor may suspend Licensee access to and use of the Licensor Platform and the Services.
      • Updates and Upgrades. Licensor is under no obligation to create or make available to Licensee any updates or upgrades to the Okoora API or the Services. In the event that Licensor create a major API specifications change, Licensor will make such update or upgrade available to Licensee at the same time as such update or upgrade is made available to another Licensor customers.
      • Storage. Okoora API and the Services do not operate, and any services provided by Licensee are not provided, as an archive or file-storage service, and Licensee alone will be responsible for the backup of its proprietary Content, and any other reports or metrics made available via your Account.
  1. CONSIDERATION
    • In consideration for the Services, Licensee will pay to Licensor the fees as set forth on Schedule 2 hereto on the first day of each calendar month during the Term, in advance.
    • All payments under this Agreement are of net income and Licensee shall bear all applicable value added, state, local and other taxes or other charges with respect to such payments, other than taxes applicable to Licensor’s income. All payments hereunder will be made in Israeli Shekel via wire transfer to wire details designated by Licensor. No payments hereunder shall be refunded for any reason.
    • It is agreed that all past due amounts under this Agreement shall bear interest at the greater of the maximum rate permitted by law and 1%, beginning thirty (30) days from the date upon which the applicable amount became due.
  2. REGISTRATION AND LICENSEE ACCOUNT
    • Access to some or all of the Services may require registration of a Licensee account with Licensor (the “Account”). As part of the registration and Account creation process Licensee may be asked to fill out an online registration form. Licensee must provide accurate, true and complete information when creating an Account, and keep Licensee’s Account information accurate and up to date. By creating an Account or updating information in Licensee’s Account, Licensee represents and warrants to Licensor that all information provided by Licensee is true, complete and accurate. Licensor may rely on any information provided to Licensee in the creation of Licensee’s Account and any updated information provided by Licensee, and will not be under any obligation to independently verify any information. Licensee is solely and fully responsible for maintaining the confidentiality of the password and username of the Licensee’s Account and for all activities that occur under the Licensee’s Account.
    • Each Account created is personal to the Licensee. Licensee may not assign or transfer Licensee rights or delegate Licensee duties under the Account and/or this Agreement without the prior written consent of Licensor or share Licensee’s password or username with any other person. Licensee undertakes to prevent any other person, other than its authorized employees, consultants, and agents, from accessing or using its Account, and Licensee will be responsible and liable for maintaining the security and confidentiality of its login information (including passwords) and the activity that occurs in connection with its Account. For the avoidance of doubt, the Account is a component of Licensor Information, however, information concerning the Licensee’s use of the Services or data based on the Licensee’s accessing the Account (e.g., search queries) shall be deemed Confidential Information of the Licensee. Licensee must notify Licensor immediately of any unauthorized use of Licensee’s Account or any other breach of security. Licensor cannot and will not be liable for any loss or damage arising from any unauthorized use of Licensee’s Account or any other breach of security. Licensee will be liable for the losses of Licensor and/or others due to any such use. For the avoidance of doubt, consultants or service providers of the Licensee may use the license grant solely on behalf of and for the benefit of the Licensee, provided that the Licensee shall be responsible and liable for such parties’ use in compliance with the terms and conditions of this Agreement.
    • If Licensee wish to change Licensee’s username, password or other information that Licensee have uploaded to Licensee’s Account, Licensee may do so on the Licensor Platform, while logged-in to Licensee’s Account, or alternatively, Licensee may contact Licensor at: Okoora Customer Service with such request.
  3. LICENSEE RESTRICTIONS
    • In order for Licensor to be able to continue providing and improving the Services, there is certain conduct which is strictly prohibited on Licensor's Platform and through the Services. Licensee’s failure to comply with the provisions set forth herein may force Licensor (at Licensor’s sole discretion) to terminate Licensee’s access to the Licensor Platform and Services and may also expose Licensee to civil and/or criminal liability.
    • Licensee hereby agrees and undertakes that Licensee will not, whether by itself or anyone on its behalf: (i) resell, copy, modify, adapt, emulate, translate, reverse engineer, decompile or disassemble any portion of the content on the Licensor Platform and/or Services, including any information, material and data available on or provided by the Licensor Platform and/or the Services (collectively, the “Content”) in any way; (ii) interfere with or violate any other Licensor Platform and/or the Services visitor's or user's right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Licensor Platform and/or the Services without their express and informed consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine; (iii) exploit for any commercial purposes any use of or access to the Content, the Licensor Platform and/or the Services; (iv) forward any data generated from the Licensor Platform and/or Services without the prior written consent of Licensor; (v) transfer or assign Licensee’s Account log-in credentials, even temporarily, to a third party; or (vi) use the Services and/or Okoora API for any unlawful or fraudulent purpose, infringe or violate any of the terms of this Agreement.
    • Financial services licenses. You are prohibited from using the Okoora API to provide a financial service or product, unless you obtain Licensor's written consent to each financial services use case (“Valid Permission”). Further, you represent, warrant and covenant on a continuing basis that you:
      • have obtained Valid Permission from Licensor for each financial services use relating to your product;
      • will not use the Okoora API for generating a lead for another financial service provider, for populating, informing, or distributing enquiries or applications for another financial services provider;
      • will not act as an aggregator/distributor of above mentioned leads, enquiries, or applications populated with Licensor's subscription data or in any other data facilitated by the Okoora API;
      • will not use the Okoora API for development or enablement of a price comparison tool for financial services;
      • will not imply, directly or otherwise, that Licensor endorses, underwrites, brokers or makes any warranties or commitments around financial services; and
      • will immediately notify Licensor of any additional intended financial services for your product (whether new or existing applications) and obtain Valid Permission for those new cases prior to implementing them. For the avoidance of doubt, Valid Permission extend solely to use cases specified at the time Valid Permission is obtained.
  1. THIRD PARTY CONTENT
    • The data provided to Licensee may include content derived from or posted by third parties (“Third Party Content”). Since the data is generated automatically by the Okoora API and uploaded automatically to Licensee feed server, Licensor does not review the Third Party Content at any stage and makes no warranties or representations with respect to the Third Party Content, including with respect to its legality, non-infringement, offensiveness, ownership and content or the right to use the Third Party Content.
    • Licensor shall in no way or manner be responsible for the accuracy of Third Party Content, specifically including the results returned by the search services, and Licensee relies on the accuracy of such content solely at Licensee’s own risk.
    • The Licensor Platform contains links to third party websites, whether posted by Licensor, returned as results of the Services or posted as third-party advertisements. Licensor has no control over and makes no representations with respect to Third Party Content or any other content or aspect of such third party websites and will have no responsibility or liability with respect therewith.
  2. CONFIDENTIALITY
    • “Licensor Information” means all non-public information in whatever form disclosed to or obtained by Licensee relating to the business and/or technology of Licensor, including without limitation information relating to the Okoora API, business plans and methods and pricing. Licensee will maintain in strict confidence the Licensor Information, and will not use in any way except as permitted herein the Licensor Information and any other Licensor data. Licensee may disclose the Licensor Information to its personnel who are subject to confidentiality undertakings substantially similar to those of this Section 8, and may use the Licensor Information, but in each case solely to the extent necessary for the performance of this Agreement. Licensee will be responsible for adherence to the restrictions in this provision by its personnel to whom it has disclosed Licensor Information.  However, the confidentiality restrictions of this Section 8 shall not apply to any Licensor Information that: (1) is or becomes publicly available through no fault of Licensee; or (2) was in Licensee’s lawful possession without restriction on disclosure prior to the receipt of such information from Licensor; or (3) is lawfully disclosed to Licensee by a third party without restriction on disclosure; or (4) is independently developed by Licensee; or (5) is made available by Licensor to third parties without confidentiality restriction.
    • Each party agrees to keep confidential and not to disclose the terms and conditions of this Agreement to any third party other than (i) in confidence to its affiliates, actual or potential investors, banks, lawyers, accountants and other professional advisors; (ii) in connection with the enforcement of its rights under this Agreement; (iii) as may be required by law, including, without limitation, in connection with the requirements of a public offering or securities filing; and (iv) in confidence in connection with a merger or acquisition or a proposed merger or acquisition. The existence of this Agreement is not confidential.
    • Without derogating from the generality of the foregoing, Licensor may issue a press release regarding the cooperation between the parties, subject to the prior written consent of the Licensee, which consent will not be unreasonably withheld.
  3. INTELLECTUAL PROPERTY RIGHTS
    • Software. The Licensor Platform and the Services and any software used in connection therewith (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws and treaties. Content contained in third-party data or information presented to Licensee through the Services or advertisers may be protected by copyrights, trademarks, service marks, patents, publicity rights, or other proprietary rights and laws. Other than Third Party Content, Licensor will solely and exclusively own all intellectual property and other rights, title and interest in and to the Licensor Platform, the Services and the Software, and Licensor will have the sole and exclusive right to obtain trademark and copyright registrations, patents and other protection therefor and for any continuations and derivative works thereof. Licensee will not, by use of the Services, accessing the Licensor Platform or otherwise, acquire any right, title or interest in any rights of Licensor, under this Agreement or otherwise.
    • Feedback. If either Party provides the other with any specific written feedback, ideas or suggestions regarding, in the case of Licensor, the Okoora API and the Services, or in the case of you, your Licensee Software (“Feedback”), the party providing Feedback hereby provides a perpetual license to the other Party, for no payment or other consideration of any kind, all Intellectual Property Rights in and to such Feedback, including the right to use such Feedback in any manner and for any purpose whatsoever.
    • Ownership of Third Party Content. For the avoidance of doubt, as a Licensee, you do not own any of Third Party Content.
    • Usage Data. You further agree that we may collect, access and use any and all (i) usage data and information related to your use of the API (“Usage Data”), and (ii) data and information that you provide through the Okoora API, (“User Data”), in each case, individually or in the aggregate, for any business purpose, internal or external, including, without limitation, providing enhancements to the Okoora API and other services; analyzing trends and preferences; and/or developing new products, services, features and functionality. You hereby represent and warrant that you have all rights required to provide us with the Usage Data and User Data for the purposes intended hereunder.
    • Data Protection. Notwithstanding anything in this Agreement to the contrary, you agree to comply with all privacy and data protection laws in your processing of personal data (regardless of how it is collected or generated). In addition to the extent you have access to and/or use of any personal data via the Okoora API, you agree to process such personal data in strict accordance with all applicable law and policies.
  4. INTERNET; DISCLAIMER; RESTRICTION
    • Access to and utilization of the Licensor Platform and/or the Services and the reliability, completeness and accuracy of the information displayed therein is subject to, among other things, the availability and operation of internet access and services. Licensor has no control over the continual or proper functioning of the internet or of any specific internet connection and therefore, without derogating from the provisions of Limitation of Liability and No Warranties below, Licensor shall not be responsible or liable under any circumstances for any failure related to the Licensor Platform and/or the Services arising from or related to the functioning of the internet and/or of any specific internet connection and Licensee will not be entitled to any compensation or refunds in connection therewith.
    • Licensor cannot guarantee continuous service, service at any particular time, or integrity of data stored or transmitted via the internet. Licensor shall not be liable for the inadvertent disclosure of, or corruption or erasure of, data transmitted or received over the internet or stored on Licensee equipment. Licensor shall not be liable to Licensee for any claims or damages which may be suffered by Licensee, including, but not limited to, losses or damages of any and every nature, resulting from the loss of data, inability to access the internet, or inability to transmit or receive information, caused by, or resulting from, delays, or service interruptions.
  5. NO WARRANTY 
    • THE LICENSOR PLATFORM AND/OR OKOORA API AND/OR THE SERVICES, AND ANY CONTENT AND ANY INFORMATION RELATED THERETO, ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE OR USE. LICENSOR DOES NOT WARRANT THAT THE OKOORA API OR SERVICES SHALL BE ERROR-FREE, THAT THEY SHALL OPERATE UNINTERRUPTED, THAT THE OKOORA API AND ITS DOCUMANTATION SHALL BE COMPLETE OR ACCURATE OR THAT IT SHALL MEET LICENSEE’S REQUIREMENTS. LICENSOR DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, NON-INFRINGEMENT AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM OKOORA OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
    • LICENSOR SHALL HAVE THE RIGHT, BUT NO OBLIGATION, TO MONITOR LICENSEE’S USE OF THE SERVICES. ANY REVIEW, MONITORING OR ACTIONS WHICH MAY BE PERFORMED BY LICENSOR ARE SUBJECT TO LICENSOR'S SOLE DISCRETION AND INTERNAL NEEDS.
    • WHEN LICENSEE ACCESS OR USE THE SERVICES, LICENSOR MAY COLLECT, ACCESS AND USE ANY AND ALL USAGE DATA, IN EACH CASE, SOLELY IN THE AGGREGATE AND ANONYMIZED IN A MANNER THAT DOES NOT REVEAL THE IDENTITY YOU OR ANY OF YOUR END USERS, FOR ANY BUSINESS PURPOSE, INTERNAL OR EXTERNAL, INCLUDING WITHOUT LIMITATION:(I) CREATING AND/OR PROVIDING ENHANCEMENTS TO THE OKOORA API AND THE SERVICES, AT LICENSOR'S SOLE DISCRETION; (II) ANALYZING TRENDS AND PREFERENCES; AND/OR (III) DEVELOPING NEW PRODUCTS, SERVICES, FEATURES AND FUNCTIONALITY. WE ACKNOWLEDGE AND AGREE THAT YOUR INDIVIDUAL SEARCHES AND QUERIES IN A NON-ANONYMIZED FORM (INCLUDING THOSE CONDUCTED ON BEHALF OF END USERS) CONSTITUTE CONFIDENTIAL INFORMATION OF YOU.
  6. LIMITATION OF LIABILITY
    • NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, LICENSOR, INCLUDING ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS AND AFFILIATES, SOLE AND CUMULATIVE LIABILITY TO LICENSEE OR TO ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF ANTICIPATED SAVINGS, ANY LOSS OF, OR DAMAGE TO, DATA, REPUTATION, OR GOODWILL AND/OR THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY CLAIMS, DEMANDS OR ACTIONS ARISING OUT OF, OR RELATING TO, THIS AGREEMENT AND/OR LICENSEE’S USE OF THE LICENSOR PLATFORM AND/OR THE SERVICES SHALL NOT EXCEED THE CONSIDERATION ACTUALLY PAID BY LICENSEE TO LICENSOR FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT WHICH GAVE RISE TO THE APPLICABLE LOSS, COST OR DAMAGE, AND IN ANY EVENT THE TOTAL CUMULATIVE COMPENSATION BY OKOORA (NOT PER CLAIM) FOR ANY DAMAGES SHALL NOT, HOWEVER, EXCEED EURO 5,000 (FIVE THOUSAND EUROS). The provisions of this Section allocate risks under this Agreement between Licensee and Licensor. Licensor’s pricing of the Services hereunder reflect this allocation of risks and limitation of liability.
    • IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, ELECTRONICALLY TRANSMITTED REQUESTS OR OTHER ECONOMIC ADVANTAGE (EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED TO THE USE OF OR THE INABILITY TO USE OR THE RELIANCE UPON THE INFORMATION DISPLAYED BY THE LICENSOR PLATFORM AND/OR THE SERVICES FOR ANY REASON. SOME STATES MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
  7. LIMITATIONS AS BASIS OF CONTRACT
The limited warranty, exclusive remedies and limited liability provisions set forth herein are fundamental elements of this Agreement, and Licensee accepts and confirms that Licensor would not be able to provide the Services on an economic basis without such limitations.
  1. INDEMNIFICATION
Licensee agrees to defend, indemnify and hold harmless Licensor, including its officers, directors, shareholders, employees, sub-contractors, agents and affiliates, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from: (i) Licensee’s use of the Okoora API and/or the Services; (ii) Licensee’s violation of any term of this Agreement; (iii) any damage of any sort, whether direct, indirect, special or consequential, Licensee may cause to any third party which relates to Licensee’s use of the Okoora API and/or the Services; and/or (iv) Licensee’s violation of any third party rights.
  1. TERM; TERMINATION
    • This Agreement shall commence on the Effective Date and shall continue until terminated pursuant to the following provisions (the “Term”).
  • Either party may terminate this Agreement:
    • For convenience with thirty (10) days' prior written notice to the other party;
    • In case of material breach of the other party that has not been cured within fifteen (15) days following a written notice thereof from the non-breaching party; or
    • upon giving written notice to the other party in the event the other party should become insolvent, or upon the filing by or against the other party of a petition in bankruptcy or reorganization, or upon the filing of a request for the appointment of a trustee, liquidator or receiver for such party, or upon an assignment for the benefit of creditors by such party, or such similar action, should said event continue for a period of sixty (60) days.
  • Upon termination of this Agreement:
    • all rights and licenses granted to you will terminate immediately and you must stop using all the Licensor Platform, the Services and the Okoora API; and
    • you must permanently delete all Licensor Confidential Information and any other data which you stored pursuant to your use of the Okoora API (other than end user data you have received and are using in accordance with the terms of this Agreement) and, at Licensor's request, you will confirm such destruction.
  • Notwithstanding to the foregoing: Sections 1 (Definitions), 4 (Consideration), 6 (Licensee Restrictions), 7 (Third Party Content), 8 (Confidentiality), 9 (Intellectual Property Rights), 10 (Internet; Disclaimer; Restriction), 11 (No Warranty), 12 (Limitation of Liability), 14 (Indemnification), 15 (Term; Termination) and 16 (Miscellaneous) shall survive termination for whatever reason and shall remain in full force and effect thereafter, mutatis mutandis.
  1. MISCELLANEOUS
    • Non-compete. For the duration of this Agreement and for a period of one (1) year thereafter, Licensee shall not, neither directly or indirectly, develop, market, sell, lease or in other ways distribute any products and/or services and/or packages that is in competition either with the Okoora API or with the Services, except with prior written consent of Licensor.
    • Governing Law; Jurisdiction. This Agreement will be governed by and interpreted in accordance with the laws of the State of Israel without regard to the conflicts of laws principles thereof. Any dispute or claim arising out of or in connection with the Agreement shall be finally and exclusively settled by the competent courts of Tel Aviv-Jaffa, Israel. For purposes of this Agreement, Licensor and Licensee hereby irrevocably consent to the exclusive jurisdiction of the competent courts in Tel Aviv-Jaffa.
    • Entire Agreement. This Agreement constitutes the entire agreement between Licensor and the Licensee with respect to the subject matter hereof and supersedes any prior agreements between the parties with respect to the subject matter hereof. If there is a conflict between this Agreement, the Licensor Platform Terms of Services and Okoora End User Agreement, this Agreement will prevail.
    • Modifications. Licensor may modify the Terms of this Agreement or any additional terms that apply to the Services. We will post notice of modifications to the Terms of this Agreement or the additional terms within the Licensor Platform and/or Service. Modifications and any other changes will be effective immediately. You may be required to accept the modified Terms in order to continue using Okoora API, and in any event you agree that your continued use of Okoora API after the changes become effective constitutes acceptance of the modified terms. If you object to any change, you may terminate this Agreement immediately and without penalty before the date the relevant change is implemented.
    • Independent Contractors. The parties hereto are and shall remain independent contractors. Nothing herein shall be deemed to establish a partnership, joint venture, or agency relationship between the parties. Neither party shall have the right to obligate or bind the other party in any manner to any third party.
    • No Waiver. Neither party shall, by mere lapse of time, without giving notice thereof, be deemed to have waived any breach by the other party of any terms or provisions of this Agreement. The waiver by either party of any such breach shall not be construed as a waiver of subsequent breaches or as a continuing waiver of such breach.
    • Assignment. You may not assign, sell, or otherwise transfer in whole or in part any of the rights granted pursuant to this Agreement without prior written approval of us.
    • Notices. Notices to either party hereto shall be deemed given (a) four (4) business days after being mailed by airmail, postage prepaid, or (b) upon receipt of a “read receipt” or any acknowledgment from the recipient, if dispatched by electronic mail (e-mail) or facsimile. Mail shall be addressed to Licensor’s address as follows: OKOORA FINANCIAL SERVICES ISRAEL LTD., 30 SHESHET HAYAMIM ST., BENI BRAK, ISRAEL or at such other address as it shall have notified the other pursuant to the provisions of this subsection. Licensee shall provide its address details in registration and account setup.
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