Last Revised: July 1, 2016
Teradata Israel Ltd. (“TMA DMC“, “we“, “our“, or the “Company“) welcomes you (“User“, “you” and “Customer“) to our analytics platform services for mobile applications (the “Service(s)“, as further defined below) available through our Site. Users may use the Site and Service in accordance with the terms and conditions hereunder.
- Acceptance of the Terms
The Service is available only to (i) individuals who (a) are at least thirteen (13) years old (see Section 8 below) and (b) possess the legal capacity to enter into these Terms and to form a binding agreement under any applicable law, or have received the required consent from their legal guardian to enter into these Terms; and to (ii) companies that are appropriately licensed and otherwise legally permitted to conduct business. You represent and warrant that if you are an individual, you are at least thirteen (13) years old and you possess the legal authority to enter into these Terms and to form a binding agreement under any applicable law, to use the SDK in accordance with these Terms, and to fully perform your obligations hereunder. If you are between the ages of 13 and 18, you represent that your legal guardian has reviewed and agreed to these Terms. You represent and warrant that if you are a company, that you are legally permitted to conduct business.
- The Service
You must integrate our proprietary App SDK with your Application (by installing it and, per our instructions, install its updates) (the “App SDK“, including any fixes, updates and upgrades related thereto and any related accompanying documentations provided to you by TMA DMC for the purpose of providing you with a tool for collecting certain data pertaining to the End User’s use of your Application (the “End-User Data“). Each particular Application requires a specific App SDK. You may not use the same App SDK for separate Applications. However, TMA DMC may offer you a Demo App SDK which may not be used outside your testing environments.
THE APP SDK IS PROVIDED ON AN “AS IS” BASIS. TMA DMC WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSS INCURRED TO YOU OR ANY OTHER PERSON AS A RESULT OR IN CONNECTION WITH YOUR USE OF THE APP SDK. YOUR USE OF THE APP SDK IS ENTIRELY AT YOUR OWN RISK.
- Use Restrictions
You may not, whether by yourself or anyone on your behalf: (a) use the App SDK and/or the content related thereto (collectively, the “Content”) for any illegal, immoral, unlawful and/or unauthorized purposes; (b) TMA DMC remove or disassociate, from the Content, the App SDK any restrictions and signs indicating proprietary rights of TMA DMC or its licensors, including but not limited to any proprietary notices contained in such materials (such as ©,™, or ®), and you represent and warrant that you will abide by all applicable laws in this respect; (c) interfere with or violate Users’ rights to privacy and other rights, or harvest or collect personally identifiable information about Users without their express consent, whether manually or with the use of any robot, spider, crawler, any search or retrieval application, or use other manual or automatic device, process or method to access the Site and retrieve, index and/or data-mine information; (d) interfere with or disrupt the operation of the Site or the servers or networks that host the Site, or disobey any laws, regulations, requirements, procedures, or policies of such servers or networks; (e) falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that the Company endorses you, your site, your business or any statement you make, or present false or inaccurate information about the Site; (f) take any action that imposes, or may impose, an unreasonable or disproportionately large load on our platform infrastructure, as determined by us; (g) bypass any measures we may use to prevent or restrict access to the Site; (h) copy, modify, alter, adapt, replicate, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Content made accessible by TMA DMC on or through the Site or the App SDK, or publicly display, reproduce, create derivative works from, perform, distribute, or otherwise use such Content, other than as permitted under these Terms; (i) copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, transfer, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to TMA DMC’s proprietary rights, including TMA DMC’s Intellectual Property (as such term is defined below), in any way or by any means, unless expressly permitted in the Terms and/or under any applicable laws which expressly permits such actions; TMA DMCTMA DMCand/or (j) infringe and/or violate any of the Terms
In addition, you agree to abide and adhere to any other regulations, policies and instructions of any third party which enables the use of your Application, such as Apple’s App Store Review Guidelines and Developer Program License Agreements.
Note: you can only use and integrate TMA DMC’s App SDK in a manner that the TMA DMC messaging features shall be visible to the End-User. You cannot hide or otherwise circumvent the App SDK from being displayed to the End-User.
- End-Users’ Data and Minor End-User Data
- License and Intellectual Property Rights
TMA DMC hereby grants to you, and you accept, a non-exclusive, non-transferable, non-sublicensable and fully revocable limited license to install and use the App SDK solely for the limited purpose of using our Services in accordance with our terms and conditions.
The App SDK and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, service marks, logos, copyrightable materials and trade secrets, whether or not registered or capable of being registered (collectively, “Intellectual Property“), are owned and/or licensed to TMA DMC and subject to copyright and other applicable intellectual property rights under Israeli laws, foreign laws and international conventions and treaties. All rights not expressly granted to you hereunder are reserved by the Company and its licensors.
The Terms do not convey to you an interest in or to the Company Intellectual Property but only a limited revocable right of use in accordance with the Terms. Nothing in the Terms constitutes a waiver of the Company’s Intellectual Property under any law.
To the extent you provide any feedbacks, comments or suggestions to TMA DMC (“Feedback”), TMA DMC shall have an-exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into any TMA DMC current or future products, technologies or services and use same for any purpose all without further compensation to you and without your approval. You agree that all such Feedback shall be deemed to be non-confidential.
Further, you warrant that your Feedback is not subject to any license terms that would purport to require TMA DMC to comply with any additional obligations with respect to any TMA DMC current or future products, technologies or services that incorporate any Feedback.
TMA DMC has no obligation to provide support, maintenance, upgrades, modifications, or new releases of the App SDK under this Agreement, unless otherwise agreed upon in writing between the User and TMA DMC.
- Trademarks and Trade names / License to Customer Trademarks
“Teradata”, Teradata™, Company’s marks and logos and all other proprietary identifiers used by the Company in connection with the Site, the Services and the App SDK (“Company Trademarks”) are all trademarks and/or trade names of the Company, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on the Site belong to their respective owners (“Third Party Marks”). No right, license, or interest to the Company Trademarks and/or to the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to the Company Trademarks or the Third Party Marks and therefore you will avoid using any of those marks, except as permitted herein.
By establishing an Account, as a default, you hereby grant TMA DMC an irrevocable, world-wide, royalty free license to use your company and Application’s logo and trademarks (“Customer Trademarks”) in order to endorse TMA DMC’s Services and to promote TMA DMC’s Services in the framework of cooperation with third parties. To edit such default, please send us an e-mail to firstname.lastname@example.org.
- Special provisions relating to Third Party Components
The App SDK may use or include third party software, files and components that are subject to open source and third party license terms (“Third Party Components“). Your right to use such Third Party Components as part of, or in connection with, the App SDK is subject to any applicable acknowledgements and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and these Terms, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. These Terms do not apply to any Third Party Components accompanying or contained in the App SDK and TMA DMC disclaims all liability related thereto. You acknowledge that TMA DMC is not the author, owner or licensor of any Third Party Components, and that TMA DMC makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components. Under no circumstances shall the App SDK or any portion thereof (except for the Third Party Components contained therein) be deemed to be “open source” or “publicly available” software.
- Changes to the Service and/or the Site and/or the App SDK
TMA DMC reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently, the Service and/or Site (or any part thereof) without notice, at any time. In addition, you hereby acknowledge that the Content provided under this Site and under the Services may be changed, extended in terms of content and form or removed at any time without any notice to you. You agree that TMA DMC shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service, the Site and/or the Content included therein.
If TMA DMC supplies to you any updates, upgrades and any new versions of the App SDK (“Updates“) according to its then current policies you consent that the Terms will govern any such Updates unless these are accompanied by a separate agreement which will prevail, and all references herein to the App SDK shall include such Updates. For clarity, TMA DMC has no obligation to provide Updates.
- Disclaimers of Warranties
TO THE FULLEST EXTENT LEGALLY PERMISSIBLE THE APP SDK IS PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND TMA DMC, INCLUDING ITS VENDORS, OFFICERS, SHAREHOLDERS, SUB-CONTRACTORS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, LICENSORS, AGENTS AND SUPPLIERS (COLLECTIVELY, “TMA DMC’S REPRESENTATIVES“), DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO RELIABILITY AND/OR QUALITY OF SERVICE WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS THAT THIS AGREEMENT CANNOT CHANGE.
WE DO NOT WARRANT (I) THAT THE SITE, THE SITE, THE SERVICE, THE APP SDK AND/OR THE CONTENT ARE OR WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERRORS, OR FREE OF VIRUSES, DEFECTS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS, (II) THAT WE WILL CORRECT ANY ERRORS OR DEFECTS IN THE SITE, THE SERVICE, THE APP SDK AND THE CONTENT, (III) AND/OR MAKE ANY REPRESENTATION REGARDING THE USE, INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE SITE, THE SERVICE, THE APP SDK AND/OR CONTENT AVAILABLE THEREON OR THROUGH THE SITE (INCLUDING THAT THE RESULTS OF USING THE SITE THE SERVICE, THE APP SDK AND/OR CONTENT WILL MEET YOUR REQUIREMENTS). THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE USE OF THE SITE, THE SERVICE, THE APP SDK AND/OR CONTENT, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY, ACCURACY, SUITABILITY, COMPLETENESS, USEFULNESS, RELIABILITY, EFFECTIVENESS OR THE QUALITY OF THE SITE, THE SERVICE, THE APP SDK AND/OR CONTENT, AND IS NOT AND SHALL NOT BE RESPONSIBLE FOR ANY ERROR, FAULT OR MISTAKE RELATED TO ANY CONTENT AND INFORMATION DISPLAYED WITHIN THE SITE.
WE ARE NOT RESPONSIBLE AND HAVE NO LIABILITY FOR ANY ITEM OR SERVICE PROVIDED BY ANY PERSON OR ENTITY OTHER THAN TMA DMC.
WE ARE NOT RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR OTHERS THAT MAY RESULT FROM TECHNICAL PROBLEMS (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION, OVERLOAD OF SERVERS, DELAYS OR INTERRUPTIONS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
YOU AGREE THAT USE OF THE SITE, THE SERVICE, THE APP SDK AND/OR CONTENT IS ENTIRELY AT YOUR OWN RISK AND TMA DMC SHALL HAVE NO LIABILITY RELATING TO SUCH USE.
- Limitation of Liability
TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL TMA DMC, INCLUDING TMA DMC’S REPRESENTATIVES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY) (INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR DATA AND BUSINESS INTERRUPTION) ARISING HEREUNDER, RESULTING FROM OR ARISING OUT OF THE SITE, THE CONTENT, THE SERVICE, THE REPORTS AND/OR THE APP SDK, YOUR USE OR INABILITY TO USE THE SITE, THE REPORTS, THE SERVICE, THE CONTENT, THE REPORTS AND/OR THE APP SDK AND/OR THE FAILURE OF THE SITE, THE SERVICE AND/OR THE APP SDK TO PERFORM AS REPRESENTED OR EXPECTED, OR FROM THE PERFORMANCE OR FAILURE OF TMA DMC TO PERFORM UNDER THESE TERMS, ANY OTHER ACT OR OMISSION OF TMA DMC BY ANY OTHER CAUSE WHATSOEVER; OR BASED UPON BREACH OF WARRANTY, GUARANTEE OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER TMA DMC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE AFOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, TMA DMC’S AND TMA DMC’S REPRESENTATIVES’ TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SITE OR THE CONTENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO TMA DMC FOR USE OF THE SITE AND/OR APP SDK.
INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
You agree to defend, indemnify and hold harmless TMA DMC and TMA DMC’s Representatives 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) your use, misuse of, inability to use and/or activities in connection with the Service, the Content, App SDK and/or Site; (ii) your violation of or failure to adhere to any term of theseTerms; (iii) damages you may cause to any third party which relates to your use of the Service, App SDK and/or Site, your violation of any third party rights, including without limitation any damages resulting from or in connection with the infringement of any End-Users’ right to privacy as a result of your use of the Services in contrary to any applicable laws and regulations and/or in ;and/or (iv) your violation of applicable laws in connection with the Service and the Site. It is hereby clarified that this defense and indemnification obligation will survive these Terms.
Without derogating from the foregoing, we reserve the right, at our expense, to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval.
- Direct Marketing
You hereby agree that we may use your contact details for the purpose of informing you regarding products and services (offered by the Company) which may interest you and to send to you advertisements and other marketing material, transmitted to the e-mail address you have provided. You may withdraw your consent via sending a written notice to TMA DMC by e-mail to the following address: email@example.com, or alternatively, by following the instructions for removing yourself from the mailing list which are available in the e-mail transmitted to you.
- Amendments to the Terms
The Company may, at its sole discretion, change the Terms from time to time, including any other policies incorporated thereto. In case of any material change, we will make reasonable efforts to post a clear notice on the Site and/or will send you an e-mail (to the extent that you provided us with such e-mail address) regarding such material change. Such material change will take effect seven (7) days after such notice was provided on our Site and/or sent via e-mail, whichever is the earlier. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” and your continued use of the Site following such date constitutes your acceptance of, and agreement to be bound by, those changes. In the event that the Terms should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice.
The App SDK is subject to export control laws of the State of Israel and/or may be subject to additional export control laws applicable to the User or in the User’s jurisdiction, including, without limitation, the United States. The User agrees that he/she will not ship, transfer, or export the App SDK into any country, or make available or use the App SDK in any manner, prohibited by applicable laws.
(a) These Terms constitute the entire terms and conditions between you and the Company relating to the subject matter herein and supersedes all prior or contemporaneous written or oral agreements or understandings between you and the Company, (b) any claim relating to the Site and/or Service and/or the App SDK or the use thereof will be governed by and interpreted in accordance with the laws of the State of Israel without reference to its conflict-of-laws principles and the United Nations Convention Relating to a Uniform Law on the International Sale of Goods may not be applied, (c) any dispute arising out of or related to the Site will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the Tel-Aviv-Jaffa District, Israel. You agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule. Notwithstanding the foregoing, TMA DMC may seek injunctive relief in any court of competent jurisdiction, (d) these Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto, (e) no waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof, (f) YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SITE AND/OR THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED, (g) if any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein, (h) you may not assign or transfer these Terms (including all rights and obligations hereunder) without our prior written consent and any attempt to do so in violation of the foregoing shall be void. We may assign or transfer these Terms without restriction or notification, (i) no amendment hereof will be binding unless in writing and signed by TMA DMC, and (j) the parties agree that all correspondence relating to these Terms shall be written in the English language.
- For information, questions or notification of errors, please contact:
If you have any questions (or comments) concerning the Terms, you are most welcome to send us an email to the following address and TMA DMC will make an effort toreply within a reasonable timeframe: firstname.lastname@example.org
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