Welcome to (together with its, sites and subdomains, the “Site”). Please read the following Terms and Conditions carefully before using this Site and the Services (as defined below) so that you, the user (“you” or “User”), are aware of your legal rights and obligations with respect to Shoodoo Analytics Ltd. (“Shoodoo”, “we”, “our” or “us”). By clicking the “I AGREE” button, and in any event by accessing or using the Site, Content, Marks and analytics and data science services provided therein (collectively, the “Services”), you expressly acknowledge and agree that you are entering a legal agreement with us, and have understood and agree to comply with, and be legally bound by these Terms and Conditions.

The Site is only intended for individuals aged eighteen (18) years or older. If you are under 18 years, please do not visit or use the Site. To the extent not prohibited under applicable law, you hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records. Furthermore, we reserve the right, at our discretion, to change these Terms at any time. Such change will be effective ten (10) days following posting of the revised Terms on the Site, and your continued use of the Site and Services thereafter means that you accept those changes. If you do not agree to be bound by these Terms, please do not access or use the Site and/or the Services.

1.         Services

Service Provider agrees to provide to Company such Services and Deliverables as specified in the respective Order Form and Work Order (“Orders”). The Service Provider shall report to the Chief Analytics Officer of the Company or his designee on a regular basis during said period regarding the Services. The Service Provider shall be responsible for maintaining, at Service Provider’s own expense, a place of work, any necessary equipment and supplies, and appropriate communications facilities.

2.         Changes

At any time prior to completion of the Services under the Orders, Company may request changes to the Services under such Orders. Changes to any Orders shall become effective only when a written change request is executed by authorized representatives of both parties.

3.         Delivery & Acceptance Testing

The delivery and testing of the Deliverables shall be as set within the relevant Orders. “Deliverables” means all drawings, software, invention, algorithm, certifications, documentation, codes, samples and any modifications, development, enhancements or revisions thereto and other materials developed, produced and/or created by or on behalf of the Service Provider as a result of the Services or delivered to Company by Service Provider under Orders.

4.         Support

The parties may agree within the Orders on the terms of support services to be provided by Service Provider to the Company and the terms thereof.

5.         Compensation

5.1.     Prices, Method of Payment & Delivery Terms. Amounts, method and terms of payment for all Services to be performed and the Deliverables to be delivered, shall be set forth within each relevant Orders, as well as, if applicable, the relevant delivery and supply terms for Deliverables.

5.2.     Payment Terms. Unless otherwise expressly stated in the Orders, all payments hereunder: (i) are quoted and shall be paid in the currency stated in the Order Form; and (ii) and shall be due and payable within the time frame stated in the Order Form from end of the month during which the invoice was received. Service Provider acknowledges that payment may be subject to the acceptance tests.

5.3.     Taxes. Prices set forth in any Orders issued hereunder shall include all taxes however designated and levied by any state, local, or government agency (including sales taxes, withholding taxes and VAT). In the event, that withholding tax shall be imposed on any payment to Service Provider, Company shall have the right to (i) deduct the applicable amount and pay it to the relevant authority; and (ii) deduct the amounts required to be withheld from any amounts payable hereunder.

5.4.     Delayed Performance. If Service Provider delays delivery of any milestone or Deliverable by more than 30 days past the due date set forth in the applicable Orders, then Company may, without derogating from any other remedy to which the Company may be entitled to, terminate the applicable Orders and/or the Agreement and Service Provider shall not be entitled to receive any payments, notwithstanding any work performed with respect thereto.

5.5.     Expenses. Except as expressly agreed otherwise in the Orders, Service Provider shall bear all of its own expenses arising from its performance or its obligations under this Agreement and each Orders issued hereunder.

5.6.     Full Consideration. It is hereby agreed and accepted that other than the consideration specified in the Orders, the Service Provider will not be entitled to any other consideration for its Services rendered hereunder.

6.         Rights in Deliverables

The Service Provider will notify and disclose in writing to the Company all Deliverables, information, improvements, inventions, formulae, processes, techniques, know-how and data, whether or not patentable or registrable under copyright or any similar laws, made or conceived or reduced to practice or learned by the Service Provider in connection to each Orders, either alone or jointly with others, during the term of the Agreement (all such Deliverables, information, improvements, inventions, formulae, processes, techniques, know-how, and data are hereinafter referred to as the “Invention(s)”) immediately upon discovery, receipt or invention as applicable.  The Service Provider agrees that all the Inventions (including any source code and object code therein, if any), upon creation, shall be deemed to be “work made for hire” belonging exclusively to Company and its assignee and the Company and its assignees shall be the sole owner of all patents, copyrights, trade secret and all other rights of any kind or nature, including moral rights, in connection with such Inventions. Notwithstanding the foregoing, to the extent that any such Inventions may not be considered works made for hire, the Service Provider hereby irrevocably and unconditionally assigns to the Company all the following with respect to any and all Inventions: (i) patents, patent applications, and patent rights, including any and all continuations or extensions thereof; (ii) rights associated with works of authorship, including copyrights and copyright applications, and mask work rights; (iii) rights relating to the protection of trade secrets and confidential information; (iv) design rights and industrial property rights; (v) any other proprietary rights relating to intangible property including trademarks, service marks and applications therefor, trade names and packaging and all goodwill associated with the same; and (vi) all rights to sue for any infringement of any of the foregoing rights and the right to all income, royalties, damages and payments with respect to any of the foregoing rights.  Service Provider also hereby forever waives and agrees never to assert any and all Moral Rights Service Provider may have in or with respect to any Inventions, even after termination of the Agreement on behalf of the Company.  “Moral Rights” means any right to claim authorship of a work, any right to object to any distortion or other modification of a work, and any similar right, existing under the law of any country in the world, or under any treaty.

The Service Provider further agrees to perform, during and after the term of the Agreement, all acts deemed reasonably necessary or desirable by the Company to permit and assist it, at the Company’s expense, in obtaining, maintaining, defending and enforcing the Inventions in any and all countries. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in legal proceedings. The Service Provider hereby irrevocably designates and appoints the Company and its duly authorized officers and agents, as Service Provider’s agents and attorneys-in-fact to act for and on Service Provider’s behalf and instead of Service Provider, to execute and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effect as if executed by the Service Provider. Service Provider shall treat and shall cause the Service Provider’s personnel to treat the Inventions as Company’s Confidential Information (as defined below). The Service Provider shall not use the Inventions for any other purpose except for the benefit of the Company.

The Service Provider irrevocably confirms that the consideration explicitly set forth in this Agreement is in lieu of any rights for compensation that may arise in connection with the Inventions under applicable law and waives any right to claim royalties or other consideration with respect to any Invention. With respect to all of the above any, oral understanding, communication or agreement not duly signed by the Company shall be void. Unless otherwise requested by the Company, upon the completion of the Services under each Orders, or upon the earlier termination of this Agreement, the Service Provider shall immediately turn over to Company all Deliverables developed pursuant hereto and no copies thereof shall be retained by the Service Provider.

7.         Confidential Information

Service Provider represents that it shall not use or exploit the Confidential Information for any purposes or activities other than for the performance of this Agreement. “Confidential Information” means all non-public information, in any form whatsoever, tangible or intangible, including information in oral, visual or computer database form, which has previously been disclosed and/or which shall further be disclosed by Company to Service Provider. Confidential Information shall include any such information concerning past, present, or future ideas, research and development, know-how, trade secrets, inventions, formulas, specifications, compositions, manufacturing and production processes and techniques, technical data, code, technology and/or product designs, drawings, engineering and/or development specifications, business and marketing plans, forecasts and projections, financial data or any other business activities of the Company or any third party. Notwithstanding the foregoing, Confidential Information shall not include information that: (i) is now or subsequently becomes generally available in the public domain through no act or omission of Service Provider, or anyone else on its behalf; (ii) is legitimately obtained by Service Provider without restriction, from a source other than Company; or (iii) is explicitly approved for release by written authorization of Company. For the avoidance of doubt, the Deliverables shall be deemed Confidential Information. Service Provider has kept and shall continue to keep the Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which in any event is no less than a reasonable degree of care, and has refrained and shall continue to refrain from disclosing or facilitating disclosure of Confidential Information to anyone, without Company’s prior written consent, except its employees with a need to know such information for the purposes of the performance of this Agreement, and has advised and will advise those of its employees to whom the Confidential Information has been and/or will be disclosed to, of their obligations under this Agreement with respect to the Confidential Information. Service Provider has obtained and shall obtain and maintain in effect written confidentiality agreements similar in scope to the provisions of this section with each of its employees who have and/or will participate in any of the work being performed under this Agreement. If Service Provider is required by an order of a court, administrative agency, or other government body, to disclose Confidential Information, the Service Provider shall provide the Company with prompt notice of such order to enable the Company to seek a protective order or otherwise prevent or restrict such disclosure, and the Service Provider shall reasonably cooperate with the Company in its efforts to obtain such protective order at the sole cost and expense of the Company. The obligations of confidentiality under this Agreement shall survive the termination of this Agreement and shall remain in effect for an indefinite period thereafter. Without derogating from any other remedy available under applicable law or agreement, The Company shall be entitled to obtain an injunction restraining any violation, further violation or threatened violation of the covenant set forth in this Section.

8.         Indemnification

Service Provider hereby agrees to defend and hold harmless or, at its option settle, any action brought against Company, its affiliates, and their employees, directors, contractors and assigns (collectively, “Indemnitees”), and pay any award or damages assessed against Indemnitees and then-payable resulting from such action, to the extent that action arises from or is related to any breach of intellectual property rights or any other rights of a third party by any Deliverables. Company shall give the Service Provider a prompt written notice of any such claim made against it, shall assist Service Provider (at its request and expense) in the defense of such claim, and shall grant Service Provider sole control of the defense or settlement of any such action.

9.         Warranties and Representations

Service Provider hereby represents and warrants that: (i) it has the requisite technical and professional knowledge, know-how, expertise, skills, talent and experience required in order to perform the Services in a professional and efficient manner; (ii) there are no restrictions, limitations, contractual obligations or statutory obligations or any other factor whatsoever which prevents or restricts or is likely to prevent or restrict Service Provider from fulfilling all its obligations under this Agreement and the performance of the Services, and delivering the Deliverables in accordance with the time frame specified by the Orders; (iii) the execution of this Agreement by Service Provider and the performance of the obligations hereunder shall not constitute or result in a breach of any other obligation, contractual or otherwise, of Service Provider; (iv) all copyrightable matter assigned and/or licensed in accordance with this Agreement has been or will be created by persons who were employees of Service Provider at the time of creation and no third party has or will have Moral Rights or rights to terminate any assignment with respect thereto and the Service Provider has and will obtain agreements with its employees sufficient to allow it to provide Company with the assignments and/or licenses provided for herein; and (v) it shall not insert any third party software or component (“Third Party Material”) into any Deliverable without the prior written consent of the Company. To the extent that the Service Provider believes that any third Party Material and/or Background IP is required to be included in any Deliverable then Service Provider shall provide prior written notice to the Company and allow the Company to make a decision in its sole discretion whether the Company agrees that the Deliverable will include such Third Party Material and/or Background IP.  To the extent that the Company agrees that such Third Party Material and/or Background IP may be included in any Deliverable, then such Background IP and/or Third Party Material and their licenses (if there are any), shall be listed in the applicable Orders. Company will be given a perpetual, irrevocable, worldwide, transferable, sub-licensable, royalty free license to use such approved Third Party Material and/or Background IP for any purpose (including commercial purpose). For the purpose of this Agreement, Background IP means all intellectual property rights that were made or conceived and documented by Service Provider prior to the execution of this Agreement.

10.      Term and Termination

The term of this Agreement shall begin on the Effective Date specified in the Order Form and shall continue unless terminated in accordance with the terms of this Agreement (the “Term”). Company may terminate this Agreement or any Orders without cause upon a 30 days’ written notice to the Service Provider. Upon receipt of notice of such termination, Service Provider shall inform Company of the extent of which performance has been completed through such date, and collect and deliver to Company whatever work product then exists in a manner prescribed by Company. In case of termination for no cause, Service Provider shall be paid for all work actually performed through the date of termination, including a pro-rated portion of the following milestone for work actually completed and delivered up to such termination date, if applicable, provided that such payment shall not be greater than the payment that would have become due if the work had been completed. Either party may, by written notice of default to the other, terminate this Agreement or specific Orders if the defaulting party fails or refuses to fully comply with its material obligations under this Agreement or the Orders and does not cure such default within 7 days of receipt of written notice from the non-defaulting Party.

Upon termination of this Agreement or the Orders for any reason, Service Provider shall; (i) transfer full title and all intellectual property rights in the Deliverables developed up to the effective date of termination to the extent that full title and all intellectual property have not already been transferred; (ii) discontinue all further Services and shall promptly return, and cause the Service Provider ‘s employees to return, to the Company, all Deliverables, plans, drawings and other tangible property representing intellectual property and/or any such tangible property divulged by the Company and all copies thereof and shall delete any such disclosed information held by it in electronic form; (iii) upon expiration or termination of this Agreement, and at any time upon a Company’s request, Service Provider will promptly return all copies of Confidential Information, including any notes, memoranda or other materials containing such Confidential Information or deriving from or relating thereto, and all copies thereof, and will destroy or delete any Confidential Information that has been recorded or stored in any electronic medium. For the sake of clarity, to the terms of this Section shall apply separately with regard to each Orders terminated (and the entire Agreement not terminated). The provisions of Sections ‎6 – ‎11 as well as any other provision of this Agreement that contemplates performance or observance subsequent to termination of this Agreement will survive termination of this Agreement and continue in full force and effect for the period set forth therein, or if no period is set forth therein, indefinitely.

11.      Miscellaneous

11.1.         No Waiver. Delay or omission by either party hereto to exercise any right or power occurring upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained. Unless stated otherwise, all remedies provided for in this Agreement shall be cumulative and in addition to and not in place of any other remedies available to either party at law, in equity, or otherwise. If any term, clause or provision of this Agreement is construed to be or adjudged invalid, void or unenforceable, such term, clause or provision will be modified or severed in such manner as to cause this Agreement to be valid and enforceable while preserving to the maximum extent possible the terms, conditions and benefits of this Agreement as negotiated by the parties, and the remaining terms, clauses and provisions will remain in full force and effect.

11.2.         Independent Contractor. Service Provider shall at all times act as an independent contractor, and shall not be, and\or claim to be, an employee of the Company.

11.3.         Governing Law and Jurisdiction. This Agreement, is governed by, and construed and interpreted in accordance with, the laws of the State of Israel, without regard to its conflicts of law rules and principles. Any action arising out of or in any way connected with this Agreement shall be brought exclusively in the courts of Tel-Aviv-Jaffa, Israel. Notwithstanding the foregoing, each party may seek injunctive relief or specific performance in any court worldwide that has jurisdiction.

11.4.         Entire Agreement. This Agreement, together with the Orders issued from time to time, constitute the entire agreement between the parties. No change, waiver, or discharge hereof shall be valid unless it is in writing and is executed by the party against whom such change, waiver, or discharge is sought to be enforced. The headings and sub-headings contained in this Agreement are for convenience and reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement may only be amended by an instrument in writing signed by each of the parties hereto. This Agreement may be executed in any number of counterparts, all of which taken together will constitute one single agreement between the parties.

11.5.         Notices. Legal notices given by the parties to one another in connection with this Agreement shall be provided by writing, prepaid mail, email, receipted courier service, or hand delivery to the party to be notified, at the addresses stated at Order Form.

11.6.         Assignment. This Agreement shall not be assignable by Service Provider without the prior written consent of the Company, and any purported assignment not permitted hereunder shall be construed null and void. Without derogating from the above, Company may assign this Agreement at its sole discretion.

Last updated – June 2018