Terms of Use for Polyeda Services

Definitions

"Polyeda" - Polyeda Ltd., company no. 516041472, including anyone acting on its behalf.

"Website" - Polyeda's website at www.polyeda.com.

"Offer" - Any price quote or other offer provided by Polyeda to a Customer.

"Customer" - Any entity including an individual, company, partnership, non-profit, cooperative, or any other legal entity that has requested and/or received an offer from Polyeda and/or to whom services are provided under these Terms.

"Services" - Cloud-based products and services for managing research projects, including survey distribution, results analysis, reporting, and any other product or service developed by Polyeda.

"Use" - Receiving access to, importing or exporting data, storing data, analyzing data, and any benefit derived from use of the Services.

"Customer Data" - All content and information entered and stored by the Customer on the Website or in the Services.

"Content" - All information and/or materials provided or developed by Polyeda during or in connection with the agreement. Content does not include Customer Data or Customer's confidential information.

"Confidential Information" - Any information that is not permitted to be disclosed to any third party or to the public. This does not include information for which the disclosing party has agreed in writing is without confidentiality restriction.

"License" - Authorization to use the Services.

"Consideration" - The monetary amount the Customer undertakes to pay Polyeda for the License as detailed in the Order Form.

"Order Form" - A document signed by the Customer ordering the Services, defining their scope, consideration, and any specific terms agreed between the parties. This document forms an integral part of these Terms.

1. Agreement to Terms

1.1These Terms apply to all Services offered by Polyeda, including the website at www.polyeda.com.

1.2By using the Website or Services, the Customer agrees to these Terms. If the Customer does not agree, they must refrain from using the Website or Services. Use of the Website and Services shall be deemed acceptance of these Terms.

1.3Polyeda reserves the right to change, amend, add, or remove parts of these Terms at any time by posting an updated version on the Website or by providing other notice to the Customer.

1.4It is the Customer's responsibility to review these Terms periodically. Continued use of the Website or Services after changes are posted constitutes acceptance of the updated Terms.

2. Usage Rights and Restrictions

2.1 Grant of Usage RightsSubject to the Customer's fulfillment of all obligations, Polyeda grants the Customer a limited, non-exclusive, non-transferable right to use the Website and Services, solely for the Customer's internal business operations.

2.2 Authorized UsersThe Customer may allow authorized users to use the Services. Each license shall serve one individual only. The Customer shall be liable for any breaches of these Terms caused by authorized users acting on its behalf.

2.3 Use RestrictionsThe Customer undertakes not to perform any modification, reverse engineering, translation, or integration of the Website and Services with other software, or any other change of any kind. The Customer undertakes not to perform actions that jeopardize the operation or security of the Services and Website.

2.4 Service SuspensionPolyeda is entitled to immediately suspend or restrict use of the Services if the Customer's use causes a breach of these Terms or damages any third party. Polyeda will notify the Customer immediately and the Customer will have 15 business days to remedy the breach, failing which the agreement shall be deemed cancelled.

2.5 Third-Party ServicesThe Services may include integrations with third-party services. Third-party services are not part of Polyeda's Services and Polyeda bears no liability in connection with their use.

3. Polyeda's Responsibilities

3.1Polyeda provides access to the Services as described in the agreement.

3.2Polyeda provides support via email at [email protected]. Support hours are Sunday-Thursday, 9:00-16:00.

3.3In the event of a disabling fault, initial response and handling shall be provided within two hours of receiving the inquiry. A disabling fault is one that prevents access to the Website or prevents delivery of the Services.

3.4Other faults shall be considered non-disabling, with a response within 48 hours of receiving the inquiry and resolution within two weeks.

3.5In the case of a disabling fault, Polyeda will continue handling on a continuous basis to provide, as soon as possible, an initial response enabling a workaround or temporary resolution.

3.6Polyeda uses reasonable security technologies and will implement technical and organizational measures to secure personal data stored and processed in the Services in accordance with applicable data protection law.

4. Changes

4.1Polyeda reserves the right to make changes to the Services at any time without prior notice.

4.2When making changes, Polyeda will notify the Customer via release update notifications.

5. Analytics

5.1Polyeda is entitled to perform analyses based on Customer data and information derived from Customers' use of the Website and/or Services. Analyses shall be performed in an anonymous and aggregated manner and shall not expose the Customer or cause them any harm.

5.2Analytics shall serve to: improve Services (features, functionality, workflows, UIs), improve resource allocation and support, develop algorithms, and verify security and data integrity.

5.3It is agreed that the Customer's request for support shall be deemed consent and authorization for Polyeda to access Customer Data for support purposes.

6. Service Availability

The Customer acknowledges that temporary interruptions in the availability of the Website and Services may occur from time to time as normal events. Polyeda and/or its suppliers shall bear no liability for any damage resulting from such interruptions.

7. Customer Data and Personal Information

7.1 Customer DataThe Customer grants Polyeda an exclusive and irrevocable right to store and process Customer Data for the purposes of providing the Services. Customer Data shall remain the property of the Customer.

7.2 Personal DataThe Customer shall collect and store all personal data included in Customer Data in accordance with applicable privacy and data protection laws, including GDPR.

7.3 Account Security and PasswordsThe Customer is solely and absolutely responsible for maintaining the confidentiality of their registration details, including their password, and for all activity that occurs under their registration. The Customer agrees to immediately notify Polyeda of any unauthorized use of their login or password.

7.4The Customer may not use the login, password, or registration of another person at any time without the explicit approval of the holder of such credentials.

7.5The Customer shall maintain legally required security standards when authorized users use the Services.

7.6The Customer shall not conduct or authorize penetration testing of the Website or Services without prior written authorization from Polyeda.

8. Access to Customer Data

8.1During the license period, the Customer may access their data at any time and export it in formats available through Polyeda.

8.2Upon expiry of the license period, the Customer will have no access to data stored on the Website or in the Services and shall have no right to claim any damages from Polyeda in this regard.

8.3In the event of third-party legal proceedings concerning Customer Data, Polyeda will cooperate with the Customer and comply with applicable laws, with all related costs borne solely by the Customer.

9. Term and Termination

9.1Use of the License shall be for the period specified in the Order Form.

9.2Either party may terminate the agreement: after 15 business days' written notice of a material breach that has not been remedied; or immediately if the other party is subject to bankruptcy or insolvency proceedings or commits a fundamental breach of these Terms.

10. License Expiry

Upon expiry of the license period and/or cancellation of the agreement: the Customer's right to use the Services shall cease; Polyeda has the right to retain Customer Data unless the Customer requests in writing that the data be deleted, in which case Polyeda shall delete the data within 15 business days.

11. Consideration

11.1The Customer shall pay Polyeda for the Services in accordance with the details set out in the Order Form.

11.2The Customer shall have no right to delay, offset, deduct, or reduce any amount payable for the Services.

11.3Taxes, levies, duties, and other charges applicable to the Services shall be borne solely by the Customer and shall be paid by them at the required time.

12. Refunds

The Customer shall not be entitled to a refund or repayment of consideration paid, in whole or in part, for any reason, except in the event that Polyeda has materially breached these Terms, in which case any refund shall be in nominal amounts only for the cancelled period.

13. Representations

13.1Polyeda does not warrant that the Website or Services will be error-free or uninterrupted.

13.2The Website and Services are provided "As Is" and "As Available". All information provided is subject to change without notice.

13.3The foregoing applies to all damage, liability, or injury arising from failure of performance, error, omission, interruption, deletion, defect, delay, computer virus, theft, destruction, or unauthorized access.

13.4Polyeda reserves the right to change, suspend, or discontinue the operation of the Website and/or Services and to cancel or suspend any login or password as a security measure.

14. Limitation of Liability

14.1Polyeda shall not be liable to the Customer for any direct, indirect, or consequential damages of any kind arising directly or indirectly from use of the Services and/or Website.

14.2Polyeda shall not be liable to the Customer or any third party for financial losses, economic losses, or any other monetary or non-monetary damages arising from use of the Services and/or Website.

14.3If Polyeda is nonetheless found liable, its total liability shall in no event exceed USD 100.

15. Ownership and Intellectual Property

15.1All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, and computer code included in the Website and Services are the absolute and exclusive property and ownership of Polyeda, protected under copyright laws and international treaty provisions.

15.2If the Customer provides feedback or suggestions regarding the Services or Website, the Customer irrevocably grants Polyeda the right to retain and use such feedback for any purpose within Polyeda's Services, without compensation and without requiring the Customer's consent.

15.3Use of the Website and Services does not grant the Customer or any third party any ownership or proprietary rights, other than usage rights pursuant to the License.

16. Confidentiality

16.1Each party acknowledges that it may have access to the other party's confidential information in connection with this agreement, and that such information is of significant value to the disclosing party.

16.2Each party receiving confidential information undertakes to: maintain the confidentiality of the disclosing party's confidential information and protect it at least to the same degree it protects its own confidential information; and refrain from using or disclosing confidential information except to fulfill its obligations or exercise its rights under this agreement.

16.3The Customer shall not disclose the Order Form or its details, including pricing, to any third party.

16.4Confidential information disclosed prior to execution of the agreement shall be subject to these confidentiality terms.

17. Indemnification

17.1The Customer undertakes to indemnify Polyeda and any of its officers, directors, shareholders, or employees for any amount Polyeda is charged, including expenses and legal fees, as a result of the use of the Services and/or Website, for any damage caused to any third party as a result of the Customer's use of Polyeda's Services and/or Website.

17.2The Customer undertakes to indemnify Polyeda as stated above within 5 business days of the date of written notice to the Customer.

18. Damages and Remedies

Breaches of sections 2, 3, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17 shall be deemed material breaches of these Terms, and their breach shall entitle the performing party to damages and any other remedy available at law.

19. Publicity

The Customer agrees that Polyeda may include the Customer on its list of customers to whom it provides services, across all media and advertising channels.

20. Jurisdiction

The parties agree that all matters and/or disputes relating to this agreement shall be governed by and conducted in accordance with Israeli law, and that jurisdiction over such matters is exclusively granted to the courts of the Tel Aviv-Jaffa District.

21. Notices

All notices relating to this agreement between the parties shall be in writing and delivered by email to the authorized representatives as detailed in the Order Form.