THIS AGREEMENT AND THE RULES CONSTITUTE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU, OR THE COMPANY ON WHOSE BEHALF YOU ARE USING THE SERVICE (“YOU”) AND CROSSRIDER ADVANCED TECHNOLOGIES LTD. ("CROSSRIDER"), AND SUPERSEDE ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RULES. IN THE EVENT OF ANY CONFLICTS BETWEEN THE PROVISIONS OF THIS AGREEMENT AND THE PROVISIONS OF THE RULES, THE PROVISIONS OF THIS AGREEEMENT SHALL PREVAIL.
YOU ASSUME ALL RESPONSIBILITY FOR THE SELECTION OF THE SERVICE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE USE AND RESULTS OBTAINED FROM THE SERVICE.
Crossrider reserves the right, at its discretion, to modify this Agreement, which modification will be effective 10 days following the posting of the modification on the Site or providing notice to you, whichever occurs first, and will apply to causes of action arising after the effective date of the change. We will inform you regarding such modifications by either notifying you via your email address or by posting such latest changes on the Site. You should continue check the Site for changes. Your continued use of this Site 10 days following the posting of changes to this Agreement or providing notice to you, whichever occurs first, will mean you accept those changes.
1.1 Scope of Service. Subject to this Agreement, Crossrider shall provide you with a cloud-based solution for developing, distributing, maintaining and hosting cross-browser extensions through which Crossrider generates cross browser extensions ("Extensions") to your application code ("Code"). Crossrider automatically generates extensions of the Code you developed which are adapted to work with various Internet browsers, e.g. Internet Explorer, Firefox and Chrome. All rights in your Code will remain with you. Subject to the terms of this Agreement, Crossrider grants you a non-exclusive, royalty-free, worldwide license to use Crossrider's Extensions generated by the Service and to sublicense the Extensions to any end user who downloaded the Extensions from Crossrider servers ("User") (collectively, the "Service").
1.2 No Charge. Currently the Service is provided for free. Crossrider may in the future charge a fee for the use of the Service and/or for certain premium features. If Crossrider does choose to charge, it will give you notice by posting the changes on the Site or by providing notice to you, and charges will only be incurred by you if you explicitly consent.
1.3 General Restrictions. The Service and the underlying inventions, ideas, software and concepts, are the valuable intellectual property of Crossrider and except as expressly and unambiguously permitted by this Agreement, you agree not to, directly or indirectly, (a) use the Service if you are a direct competitor of Crossrider, as determined by Crossrider, (b) use the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes, (c) license, sublicense, sell, resell, transfer, assign, distribute or otherwise make the Service available in any manner to any third party, or for the benefit of any third party, or otherwise use or allow others to use the Service, (d) modify the Code and/or the Extensions except through your Crossrider account, (e) develop methods to enable unauthorized parties to use the Service, or to develop any other product containing any of the concepts and ideas contained in the Service, (f) access, store, distribute, or transmit during the course of its use of the Service any Malicious Code ("Malicious Code" means any software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system) or unlawful, threatening, libelous, obscene or infringing material; (g) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (h) work around any technical limitations in the Service, or use any tool to enable features or functionalities that are otherwise disabled in the Service; (i) use the Service for any unlawful purpose, or one that could associate Crossrider with any improper or inappropriate purpose; (j) use the Service for spamming and/or phishing activities (including using the Services or the Extensions to fraudulently collect personal information); or (k) manipulate identifiers to disguise the origin of any content transmitted using the Service or the Extensions. You shall promptly notify Crossrider of any actual or suspected violation of the terms of this Section, and of any actual or suspected infringement or unauthorized use of the Service, that you become aware of, and shall assist Crossrider in its efforts to remedy, prevent or prosecute such infringement or unauthorized use.
You shall use all reasonable efforts to prevent any unauthorized access to, or use of, the Service, and shall notify Crossrider of any such access or use. In addition, you shall be responsible for maintaining the confidentiality of the account information and your password(s) or your employees' passwords, if any, and agree to notify Crossrider if any password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree to be entirely responsible for any and all activities which occur under your account, without regard to the identity of the person or entity actually performing such activities. You agree to immediately notify Crossrider of any unauthorized use of your account or any other breach of security in relation to the Service known to you.
1.4 Your Responsibility. You shall be solely responsible for any and all product warranties, User assistance, maintenance, and product support with respect to each of the Extensions. You shall be solely responsible for, and Crossrider shall have no responsibility or liability whatsoever with respect to, any and all claims, suits, liabilities, losses, damages, costs and expenses arising from, or attributable to, the Extensions and/or the use of those Extensions by any User . The Extensions must comply with all applicable laws and regulations, including those in any jurisdictions in which the Extensions may be offered or made available. In addition: (i) you and the Extensions must comply with all applicable privacy and data collection laws and regulations with respect to any collection, use or disclosure of personal information, (ii) Extensions may not be designed or marketed for the purpose of harassing, abusing, spamming, stalking, threatening or otherwise violating the legal rights (such as the rights of privacy and publicity) of others, (iii) neither you nor the Extensions may perform any functions or link to any content, services, information or data or use any robot, spider, site search or other retrieval application or device to scrape, mine, retrieve, cache, analyze or index software, data or services provided by Crossrider or its licensors, or obtain (or try to obtain) any such data, except the data that Crossrider expressly provides or makes available to you in connection with such services, (iv) you agree that you will not collect, disseminate or use any such data for any unauthorized purpose, (v) neither you nor the Extensions will use a third party's branding, trademarks and or other intellectual property to mislead Crossrider or the Users into believing that you or the Extensions are authorized by that third party, and (vi) Crossrider's Extensions may not be designed to auto post statuses on social network without the User's explicit consent.
1.6 Updates. You acknowledge that the Service includes automatic updating to the Extensions which are in use by the Users without any additional notice to the Users.
1.7 Notifications. You acknowledge that Crossrider uses certain notification features that may display certain information to Users while using the Extensions including without limitation system updates, advertisements, sponsored messages, photographs, graphics and information about the Extensions.
1.8 Feedback. If you contact Crossrider with feedback data (e.g., questions, comments, suggestions or the like) regarding the Service (collectively, "Information"), such Information shall be deemed to be non-confidential, and Crossrider shall have a non-exclusive, royalty-free, worldwide, sub-licensable, perpetual license to use or incorporate into the Service any such Information.
1.9 Terminating the Service. In the event Crossrider finds that you breached any of the terms of this Agreement or the Rules, Crossrider has the right, in its sole discretion, to cease providing you with the Service, including by terminating your license to use the Extensions and to sublicense them to end-users and/or by terminating your account on Crossrider. Consequently, Crossrider may delete from Crossrider's servers any or all portions of the Code you developed and, as a result, you may lose access to the Extensions and Code. You should be aware that in such case the Extensions which were generated by Crossrider to your Code will no longer be accessible to the Users who downloaded them. Crossrider, independently or by its authorized service providers (e.g. advertisers and partners) may offer such Users new Extensions adapted to Crossrider application code, with targeted advertisements, commercials or other services. You hereby acknowledge and agree that you will have no claim or demand against Crossrider with this respect and you agree to honor and fully accept Crossrider discretion, judgment and decisions in the termination of your account on Crossrider Service and the access and/or use of the Service. You hereby acknowledge and agree to be solely responsible for any consequences resulting from such termination, including with respect to the Users' and their inability to use the Extensions as a result of such termination. Upon termination of your account, access and use of the Service, Crossrider shall have the right to communicate with the Users (who originally downloaded the Corssrider's Extensions to your Code) including via the new Extensions, as aforementioned.
During the term of this Agreement, Crossrider will not distribute or market the Extensions, except via online distribution platforms (such as our Content Delivery Network provider) and/or through the Service, and you hereby grant Crossrider the right to do so.
You agree that no royalty or other compensation is payable for the right described above in this Section.
Crossrider reserves the right to cease allowing download by Users of the Extensions at any time, with or without cause, and with or without notice.
You will have the option to monetize the Extensions by using Crossrider's monetization tools. If you will elect to use Crossrider's monetization tool you will be entitled to receive revenue sharing of the Net Revenue ("Commission"). "Net Revenue" shall mean the net and non refundable revenue actually generated by Crossrider from such Extensions reduced by refunds, charge-backs, commissions made to third parties and other payments which may be due with respect to such revenue.
Crossrider shall provide you with access to an online page hosted on Crossrider's Site where you can track your Commission. Crossrider shall not be held responsible for temporary inaccuracy or unavailability of such data.
Crossrider will remit revenue share payments to you within thirty (30) days after the end of the calendar month in which Crossrider received such Net Revenue. The parties agree that Crossrider shall not be required to make any payment to you until such time that the amount owed to you equals or exceeds one hundred USD ($100). All payments under this clause shall be made in U.S. dollars. Crossrider may request you to issue an invoice to Crossrider with respect to your applicable Commission no later than 14 days after payment from Crossrider.
You shall bear and be responsible for paying all taxes related to your Commission. Crossrider shall be entitled to withhold and deduct from your Commission all taxes, if and to the extent required according to any applicable law, and in such case the payment of the reduced Commission after such deduction shall be deemed as full payment of the Commission due to you.
4. REPRESENTATION AND WARRANTIES
You represent and warrant that: (i) your Code is original and was developed completely by you; (ii) the Code and thus the Extensions do not and will not infringe, or otherwise violate or misappropriate any copyright, patent, trade secret, rights of privacy and publicity or other proprietary or legal right(s), (iii) you shall be fully responsible for the use and distribution of your Code and the Extensions, (iv) your Code is not unlawful, and does not violate any law or is otherwise inappropriate; and (v) the Code does not contain any Malicious Code.
5. TITLE AND INTELLECTUAL PROPERTY
Except for the rights expressly granted herein (with respect to your Code), all right, title, and interest in and to the Service, including the cross-browser Extension software and such software components or any copyrights, patents, trademarks, trade secrets and other intellectual property rights embodied therein or used in connection therewith ("Crossrider IP Rights") shall remain with Crossrider and its licensors. Crossrider reserves all rights in the Crossrider IP Rights not expressly granted to you in this Agreement. Crossrider shall own all modifications and derivative works of the Service and of the Crossrider IP Rights, whether made by Crossrider, you or any third party, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. You shall not take (and shall not allow any third party to take) any action inconsistent with Crossrider's ownership and interests as set forth above, or assist any third party in doing the same, and you will report to Crossrider promptly in writing any instance of suspected infringement of any Crossrider IP Rights and give Crossrider reasonable assistance in investigating and prosecuting the infringing acts.
6. USERS' ANONYMOUS INFORMATION
You acknowledge that while Users use the Extensions, Crossrider (including via its authorized service providers) may collect certain Anonymous Information about the Users. Crossrider may, but is not obligated to, including via such service providers, share such Anonymous Information with you. Crossrider/its authorized service providers may use such Anonymous Information during the term of this Agreement or anytime thereafter, to improve Crossrider's services, to enhance User's experience with the Extensions and Crossrider's services and to offer any new services of Crossrider to such Users. Crossrider may also disclose Anonymous Information (with or without compensation) to third parties, including advertisers and partners, for purposes including, but not limited to, targeted advertisements.
"Anonymous Information" means information which does not enable identification of an individual user, such as aggregated and analytics information about the use of the Extensions and the Users including but not limited to User's browser type, operating system type and User's IP address. As between the parties, Crossrider will own all such Anonymous Information and information collected or obtained from Users by Crossrider or its authorized service providers.
7. YOUR LICENSE AGREEMENT
The Extensions distributed by you or your affiliates, distributors and resellers on the Site or any third party website shall be distributed subject to the Users' acceptance of an Extension End-User License Agreement ("License Agreement"). The License Agreement is solely between you and the User, and Crossrider has no responsibility whatsoever under the License Agreement or for the operation of the Extensions on the User's computer. You are solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed under the License Agreement. You take sole and full responsibility for any claims that the Extensions infringe the intellectual property rights on any third party.
You may deliver to Crossrider your own version of License Agreement for any licensed Extensions at the time that you deliver your Code to Crossrider to generate such Extensions; provided, however, that the version of License Agreement you provide: (i) must comply with all applicable laws in all countries where you wish to allow Users to download those licensed Extensions, (ii) must include your name and address, and the contact information (telephone number; e-mail address) to which any User may submit his/her questions, complaints or claims with respect to the Extensions.
In the event that you do not furnish your own version of License Agreement for any licensed Extensions to Crossrider, you acknowledge and agree that each User's download and use of those licensed Extensions will be subject to Crossrider's then current default Extension End User License Agreement ("Extensions EULA") which current version is available at http://crossrider.com/pages/extension_eula. For the sake of clarity, such default Extensions EULA suggested by Crossrider is solely between you and the User and Crossrider has no responsibility whatsoever to and under such Extensions EULA.
8. LIMITED WARRANTY AND DISCLAIMER OF ALL OTHER WARRANTIES
THE SERVICE AND THE EXTENSIONS ARE PROVIDED TO YOU STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS.
ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF CONFIDENTIALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CROSSRIDER AND ITS LICENSORS.
CROSSRIDER, ITS AFFILIATES, SUBSIDIARIES OR ITS THIRD PARTY LICENSORS ("CROSSRIDER GROUP") MAKE NO REPRESENTATION, WARRANTY OR GUARANTY AS TO THE RELIABILITY, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE AND/OR THE EXTENSIONS OR WITH RESPECT TO ANY USE THAT IS NOT IN STRICT COMPLIANCE WITH THESE TERMS, THE RULES OR ANY DOCUMENTATION WE MAKE AVAILABLE TO YOU VIA THE SITE OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, CROSSRIDER GROUP DO NOT REPRESENT OR WARRANT THAT (A) THE ACCESS TO OR USE OF THE SERVICE AND/OR THE EXTENSIONS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE AND/OR THE EXTENSIONS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, OR WILL NOT BE LOST, DAMAGE OR CORRUPTED, (D) ERRORS OR DEFECTS WILL BE CORRECTED, PATCHES OR WORKAROUNDS WILL BE PROVIDED, OR WILL DETECT EVERY BUG IN THE SERVICE AND/OR THE EXTENSIONS, (E) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (F) THIRD PARTY DISRUPTIONS AND SECURITY BREACHES OF THE SERVICE WILL BE PREVENTED. IN THE EVENT THAT CROSSRIDER TERMINATES YOUR ACCESS AND/OR USE OF YOUR ACCOUNT ON CROSSRIDER AND/OR ANY OF THE SERVICES PURSUNAT TO THE THIS AGREEMENT, YOU AGREE THAT YOU WILL HAVE NO CLAIM OR DEMAND AGAINST CROSSRIDER GROUP FOR SUCH TERMINATION AND/OR ANY CONSEQUENCES RESULT THEREFROM, INCLUDING THE DELETION OF ANY OR ALL PORTIONS OF YOUR CODE FROM CROSSRIDER'S SERVERS. YOU AGREE THAT CROSSRIDER'S GROUP WILL NOT BE HELD RESPONSIBLE WHATSOEVER FOR ANY CONSEQUENCES RESULT FROM SUCH TERMINATION OF YOUR ACCOUNT INCLUDING THE DELETION AND LOST OF YOUR CODE AND THE INABILITY TO USE THE EXTENSIONS BY THE USERS. ALL RESPONSIBILITY WITH RESPECT TO SUCH TERMINATION OF YOUR ACCOUNT ON CROSSRIDER AND ANY OF THE SERVICES AND THE CONSEQUENCES RESULT THEREFROM, INCLUDING WITH RESPECT TO THE USERS, REST ENTIRELY WITH YOU.
9. LIMITATION OF LIABILITY
IN NO EVENT SHALL CROSSRIDER GROUP BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE AND/OR THE EXTENSIONS, EVEN IF CROSSRIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CROSSRIDER GROUP AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE USE OF OR INABILITY TO ACCESS OR USE THE SERVICE AND/OR THE EXTENSIONS WILL BE LIMITED, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, TO AN AMOUNT EQUALS TO THE AMOUNT PAID BY YOU FOR THE SERVICE, IF ANY, DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. YOU AGREE TO THE ALLOCATION OF LIABILITY RISK WHICH IS SET FORTH IN THIS SECTION.
You shall at your expense, indemnify and hold Crossrider, its officers, directors, agents and employees harmless from and against any action, claim, suit or proceeding and shall pay all costs, liabilities, damages and reasonable attorney fees to the extent arise from or in connection with (i) your use of the Service, or any other use, misuse, or unauthorized use of the Service through your username and password; (ii) your Code and/or Extensions and any use thereof, or (iii) any breach of any the your representations or any provision of this Agreement. Crossrider shall provide you with written notice of the claim, permit you to control the defense, settlement, adjustment or compromise of any such claim, and reasonably cooperate with you in the defense and any related settlement action. Crossrider reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
11. TERM AND TERMINATION
This Agreement shall continue until terminated as set forth in this section. You may terminate this Agreement at any time by ceasing to use the Service. Unauthorized use of the Service or otherwise failing to comply with any term of this Agreement will result in automatic immediate termination of this Agreement and will make available to Crossrider all legal remedies. Crossrider reserves the right to terminate this Agreement and the rights granted hereunder at any time and without notice, including pursuant to the provisions of section 1.9 (Termination of the Service). Upon termination of this Agreement and the Service, in addition to the effects of termination indicated in section 1.9 above: (i) you will cease any and all rights to use the Service, and you will cease to market and distribute the Extensions, (ii) Crossrider may remove the Extensions or your Code from its systems and accordingly, the Users will not be able to use the Extensions any longer, and (iii) all amounts owed to Crossrider by you, if any, shall become immediately due and payable by you.
Sections 1 (excluding 1.1), 2, 4, 5, 6, 7, 8, 9, 10 11, 12 and 13 shall survive expiration or termination of this Agreement.
You understand and agree that Crossrider may display your name, or the company's name on whose behalf you are using the Service, at the Site, as part of Crossrider customers' list and/or as part of the Service.
The remedies under this Agreement shall be cumulative and not alternative and the election of one remedy shall not preclude pursuit of other remedies unless expressly provided in this Agreement. You may not assign your rights or obligations under this Agreement without the prior written consent of Crossrider. Crossrider may assign any of its rights and obligations hereunder. If any provision set forth in this Agreement is determined by any court of competent jurisdiction to be unenforceable, invalid or illegal, such provision shall be interpreted to have the broadest application as shall be enforceable, valid and legal, provided, however that if such provision cannot be interpreted to be enforceable, valid or legal to any extent, such provision shall be severed. The invalidity, illegality or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, which shall continue in full force and effect. No failure or delay in exercising any right hereunder by Crossrider shall operate as a waiver thereof, nor will any partial exercise of any right hereunder preclude further exercise. This Agreement will be governed by and interpreted under the laws of the State of Israel, without regard to its choice of law provisions. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the applicable courts located in Tel-Aviv-Jaffa, Israel. Notwithstanding the foregoing, Crossrider shall be entitled to seek injunctive or declaratory relief in any court of competent jurisdiction. The section titles in this Agreement are solely used for the convenience and have no legal or contractual significance. In no event shall any claim, action or proceeding by you related in any way to Service be instituted more than two (2) years after the cause of action arose.
Last revised: 12/31/2012