These Terms and Conditions (“Terms”) govern your (“Customer” or “You”) procurement and use of DeepKeep Ltd.’s (“DeepKeep”) proprietary Platform and Services provided to You in accordance with an applicable Proposal (all terms defined below). These Terms, along with any proposal or other ordering documents signed and/or accepted digitally by You for the Services and Solution (each a “Proposal”), represent the entire understanding between DeepKeep and You regarding the Solution and/or Services. Your execution of a Proposal referencing these Terms and/or access or use of the Solution shall be deemed your agreement to these Terms. 

If you do not agree to these Terms, you may not use the Platform.

1. Definitions

1. “Agreement” shall mean the Proposal and documents incorporated into the applicable Proposal, including these Terms. 
2. “Authorized User” shall mean any named individual that Customer authorizes to use the Platform, including employees, agents, contractors, or representatives of Customer, solely for the internal use of Customer, subject to the terms and conditions of the Agreement. 
3. “Customer Data” shall mean any data, information, or other content, including, without limitation, Personal Data, users content that Customer or its Authorized Users submit through the Platform or otherwise provide to DeepKeep for use in connection with the Platform and the Services.
4. “Confidential Information” shall mean all non-public information that the disclosing party protects against unrestricted disclosure to others that (a) the disclosing party or its representatives designate as confidential, internal, or proprietary at the time of disclosure, or (b) should reasonably be understood to be confidential at the time of disclosure given the nature of the information and the circumstances surrounding its disclosure. Notwithstanding any of the foregoing, Confidential Information does not include information which: (a) is or becomes public knowledge through lawful means without any action by, or involvement of, the party to which the Confidential Information is disclosed; (b) is documented as being known to the applicable receiving party prior to its disclosure by the other party; (c) is independently developed by the applicable receiving party without reference or access to the Confidential Information of the applicable disclosing party and is so documented; or (d) is obtained by the applicable receiving party without restrictions on use or disclosure from a third party.
5. “DPA” shall mean a DeepKeep data processing addendum which available at https://[].
6. “Personal Data” shall have the meaning ascribed to such term in the DPA.
7. “Platform” shall mean DeepKeep’s proprietary platform, comprising one or more Software Solutions, as described under the applicable Proposal and the platform specifications attached thereto. 
8. “Proposal” shall have the meaning ascribed to it in the preamble.
9. “Service Level Agreement” or “SLA” shall mean a service level agreement incorporated into the Proposal detailing the response times in relation to Platform errors, and other support-related terms. In the event that the Proposal does not include an SLA, DeepKeep shall make commercially reasonable efforts to provide support and maintenance for the Platform. This includes efforts to identify, address, and resolve bugs or issues that may arise in relation to the Platform. In such case, DeepKeep does not guarantee specific response times or resolutions but will strive to maintain the functionality and reliability of the Platform within a reasonable time.
10. “Service(s)” shall mean any and all services provided to Customer in connection with the Platform, including any features, products, applications, software, maintenance, support, installation and training, all as described in the Proposal. 
11. “Software Solution” refers to a digital software application, either cloud-based or on-premises, designed to deliver one or more functionalities as outlined in the applicable Proposal and the specifications attached thereto. The Software Solution includes components, features, and capabilities necessary to perform the specified tasks, and may encompass updates, enhancements, or modifications provided under the terms of the Agreement. 

12. “Third Party Materials” shall have the meaning ascribed to it in Section ‎12.

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2. Platform Description. The Platform is designed to safeguard Your large language models and computer vision models with AI-native security and trustworthiness solutions, covering all stages from data curation, model training, risk assessments, prevention, detection, monitoring and mitigation, all as set forth in the applicable Proposal and its annexes.

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3. Access Rights and Permitted Use
   
   1. Grant of Rights. Subject to the terms and conditions of the Agreement and the timely payment of the applicable fees, during the term of the Agreement, DeepKeep grants to Customer a limited, non-exclusive, non-transferable, non-assignable, right to access and/or use the Platform and Services solely by its Authorized Users for Customer’s internal business purposes, all in accordance with these Terms and the applicable Proposal.
   2. Authorized Users. Customer may permit Authorized Users to access and use the Platform, provided that such users have been advised of and have agreed to comply with the terms of the Agreement prior to accessing or using the Platform. Customer agrees to comply fully with the terms of the Agreement and all applicable domestic and international laws, regulations, statutes, and ordinances governing its use of the Platform and Services. The Customer is responsible for ensuring that each Authorized User complies with the terms of this Agreement and shall be liable for any breach of the Agreement caused by Authorized Users. Additionally, the Customer shall require each Authorized User to maintain secure and confidential login credentials, including passwords, and ensure that these credentials are used solely by the Authorized User. The Customer shall promptly notify DeepKeep of any unauthorized access or breach related to Authorized Users.
   3. Technical Requirements. Customer shall be responsible for ensuring that its computer systems, operating systems, networks, network connections, telecommunications facilities, or mobile devices, as applicable, meet the necessary technical specifications required to access and use the Platform, whether the Platform is deployed in an on-premises environment, the Customer’s cloud environment, or DeepKeep’s cloud environment. DeepKeep does not provide Customer with the equipment or infrastructure required for access and/or use of the Platform. Customer is solely responsible for all fees charged by third parties related to its access and use of the Platform (e.g., charges by Internet service providers or air time charges and to any Third-Party Materials as set in Section ‎12 below).
   4. Restrictions on Use. Customer shall not (directly or indirectly) nor permit, allow, or facilitate any third party to:
      
      1. Copying and Derivative Works: Copy, reproduce, translate, disassemble, decompile, make derivative works of, or reverse engineer the Platform or any part thereof, except as permitted under the Agreement.
      2. Exceeding Entitlements: Exceed the subscribed quantities, users, or other entitlement measures of the Platform as set forth in the applicable Proposal, or circumvent usage metrics or product terms.
      3. Removal of Proprietary Markings: Remove or destroy any copyright, trademark, or other proprietary markings on the Platform.
      4. Transfer of Rights: Assign, sell, resell, sublicense, rent, lease, time-share, distribute, or transfer the rights granted under the Agreement to any third party.
      5. Modification and Reverse Engineering: Modify, reverse engineer, disassemble, decompilation or any similar manipulation or attempt to discover the source code of the Platform or any part thereof.
      6. Source Code and Algorithms: Decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the Platform, attempt to recreate the Platform, or use it for competitive or benchmark purposes.
      7. Interference and Disruption: Interfere with or disrupts the integrity or performance of the Platform or endangers its operation or security.
      8. Security Violations: Introduce viruses, malware, worms, Trojan horses, ransomware, or any other malicious code into the Platform.
      9. Unauthorized Access: Attempt to gain unauthorized access to the Platform or its related systems, data or networks including performing penetration testing or security scans without explicit written permission.
      10. Infringement and Unlawful Use: Upload, enter, store, collect, or transfer any unlawful content or data on or through the Platform or infringe any intellectual property, privacy, publicity, or other rights.
   5. Suspension of Services. DeepKeep will be entitled, at its sole discretion, to immediately suspend Customer’s access to the Platform and/or discontinue the Service or any part thereof in case of Customer’s non-compliance with these Terms.
   6. Platform Availability - For Cloud Environment. Customer acknowledges that the Platform may be inaccessible or inoperable at times due to equipment malfunctions, unscheduled maintenance, or causes beyond DeepKeep’s control, such as, without limitation, telecommunication failures, network attacks, or congestion. DeepKeep will make reasonable efforts to minimize and resolve such issues promptly, all in accordance with the terms of the applicable SLA attached to the Proposal.
   7. On-Premises Platform Functionality. Customer acknowledges and agrees that any DeepKeep’s warranties for proper functionality and performance of the Platform are applicable only when it is installed, configured, and operated on hardware that has been certified for use with the Software, as specified in the Proposal and the Platform’s technical specifications. DeepKeep shall not be liable for any issues related to the performance or functionality of the Platform if it is used on hardware or in an environment that does not meet the requirements set forth in the Proposal or the Platform’s specifications.
   8. Maintenance Services. DeepKeep may provide maintenance services for the Platform, which could include updates, upgrades, enhancements, bug fixes, patches, and other modifications that DeepKeep may make available to its customers from time to time. DeepKeep will make reasonable efforts to ensure that the Platform operates in accordance with its specifications and documentation, and to address any errors or defects that could affect its functionality or performance. DeepKeep will endeavor to notify Customer of any scheduled maintenance that might affect the availability or operation of the Platform and will use reasonable efforts to minimize any disruption or inconvenience to Customer. All maintenance services are subject to the Proposal.
   9. Support Services. DeepKeep may provide Customer with support services for the Platform, which could include technical assistance, guidance, and troubleshooting in relation to the installation, configuration, access, use, and operation of the Platform. DeepKeep will make commercially reasonable efforts to respond to Customer's support requests in accordance with the SLA. Customer may submit support requests through the designated channels and during the business hours outlined in the SLA or the maintenance and support agreement. DeepKeep will make commercially reasonable efforts to resolve Customer's support issues in a timely and satisfactory manner. 
   10. Exclusions. DeepKeep's maintenance and support services will not cover any issues or problems arising from: (i) Customer's or its Authorized Users' misuse, negligence, alteration, or modification of the Platform; (ii) Customer's or its Authorized Users' failure to comply with the terms and conditions of the Agreement or DeepKeep's instructions, specifications, or documentation; (iii) Customer's or its Authorized Users' use of the Platform in combination with hardware, software, or services not provided or approved by DeepKeep; (iv) Customer's or its Authorized Users' use of an outdated or unsupported version of the Platform; (v) any force majeure event or other cause beyond DeepKeep's reasonable control; or (vi) any Third Party Materials. If any of these exclusions apply, DeepKeep may charge Customer additional fees for maintenance or support services required, at DeepKeep's then-current rates. All maintenance and support services are subject to the applicable Proposal.
   11. Provision of Services. All Services including any maintenance and support services are subject to the applicable Proposal.

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4. Customer Data and Privacy
   
   1. Customer Data. Customer will have sole responsibility for (i) the accuracy, quality, and legality of the Customer Data; (ii) providing notice to its client, customers and Authorized Users with regards to how Customer Data will be collected and used, if any, for the purpose of the Platform; (iii) ensuring Customer has a valid legal basis for processing Customer Data and for sharing Customer Data with DeepKeep (to the extent applicable); (iv) ensuring that the Customer Data as made available by Customer complies with applicable laws and regulations including applicable data protection laws;
   2. License Grant. Customer grants DeepKeep during the applicable Term a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right and license to grant sublicenses through multiple tiers to vendors providing services to DeepKeep, to reproduce, execute, use, store, archive, modify, perform, display, and distribute the Customer Data as necessary to provide the Services to Customer.  
   3. Personal Data. To the extent that DeepKeep is required to process Personal Data in order to fulfill its obligations under these Terms, DeepKeep’s DPA shall apply to Personal Data processing activity.
   4. Security. Customer will maintain reasonable security standards for its Authorized Users’ use of the Platform. DeepKeep will employ commercially reasonable security standards to secure the Customer Data on the Platform from unauthorized use or disclosure and from any destructive elements. Except to provide the Services and otherwise as permitted under the Agreement, DeepKeep shall not use or allow third parties to use the Customer Data.
   5. Data Retention and Deletion. Subject to applicable law and unless otherwise agreed under an applicable Proposal, upon termination or expiration of the applicable Proposal, at Customer’s written request, DeepKeep will return or make available to Customer the applicable Customer Data within thirty (30) days. DeepKeep may retain a copy of the applicable Customer Data for a period of two (2) years (the “Retention Period”) during which time Customer may request to retrieve such Customer Data. After the Retention Period, DeepKeep shall permanently delete the Customer Data and all copies thereof except to the extent prohibited by law, which shall be subject to the Confidentiality provision of the Agreement. 
   6. Analytics Data. DeepKeep monitors the performance and use of the Platform by Customers and collects data in connection therewith (the “Analytics Data”). DeepKeep may use Analytics Data during and after the Term, alone or in combination with the Analytics Data of other DeepKeep’s customers, and/or in combination with certain aggregated data, in general, aggregated, non-personally identifiable form in connection with evaluating and improving DeepKeep’s products, technology, goods, and services and for statistical purposes; provided, however, that the Analytics Data is anonymized in compliance with all applicable privacy laws and does not identify Customer, its Authorized Users, or any individual.

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5. Fees and Payment
   
   1. Fees. In consideration for the right to access and use the Platform and/or Service under the Agreement, Customer shall pay DeepKeep the fees upon such terms and dates stated in the Proposal. If Customer does not pay fees in accordance with the terms of the Agreement, DeepKeep may suspend Customer’s use of the Platform until payment is made. Any fees not paid when due will accrue interest at the maximum legal rate, unless otherwise agreed under the applicable Proposal. 
   2. Taxes. All fees and other charges imposed under a Proposal are non-refundable (except as otherwise stated herein), net amounts and are payable in full, without any deduction of any kind including for taxes and/or duties. Customer is responsible for all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with the Agreement or its use of the Platform, except for taxes based on DeepKeep’s net income. If DeepKeep is required to pay taxes, Customer will reimburse DeepKeep for those amounts and related costs within thirty (30) days of receiving a written request from DeepKeep, accompanied by appropriate documentation. 

6. Term and Termination
   
   1. Term. The term of the Agreement shall be set in the Proposal or until such time that it is earlier terminated in accordance with its provisions set hereunder, or as otherwise stipulated in the Proposal. 
   2. Termination For cause. Either party may terminate the Agreement:
      
      1. Upon 30 days’ prior written notice if the other party materially breaches the Agreement unless the breach is cured during that 30-day period. Notwithstanding the foregoing, DeepKeep may immediately, by written notice to Customer, suspend or terminate the Agreement in case of Customer’s breach and/or failure to comply with any of the provisions of Sections ‎3 (‘Access Rights and Permitted Use’), ‎7 (‘Intellectual Property Rights’), ‎8 (‘Confidentiality’), or ‎10 (‘Indemnification’).
      2. Immediately if the other party files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors.
   3. Effects of Termination. Upon termination of the Agreement, 
      
      1. Customer shall cease to use the Platform; 
      2. Each party shall cease to use and shall either destroy or return to the discloser any Confidential Information in its possession, upon the applicable discloser discretion, provided that each party may retain a copy of such Confidential Information for archival purposes to the extent permitted under the applicable law and that DeepKeep shall retain Customer Data as further set forth in Section ‎4.5.
      3. If the Agreement is terminated by Customer for cause due to a material breach by DeepKeep (in accordance with Section ‎6.2), Customer shall be refunded pro-rata for any subscription fees paid for the remaining term of the license term set in the Proposal (to the extent that such fees were prepaid). The refund will be calculated based on the number of months remaining in the license term from the effective date of termination.
   4. Survival. Termination of the Agreement shall not affect any provision of the Agreement which is expressly or by implication intended to come into force or continue in force on or after the termination, including without limitations Sections ‎4, ‎6, ‎7, ‎8, ‎‎10, ‎11 and ‎13.

7. Intellectual Property Rights
   
   1. DeepKeep Ownership. All right, title, and interest (including any and all intellectual property rights) in and to the Platform and/or Services and any improvements and enhancements thereto, including all deliverables and work products compiled or developed by DeepKeep in the performance of the Agreement, shall at all times remain with DeepKeep. No rights in the Platform or under any DeepKeep intellectual property rights are granted to Customer except as explicitly provided in Section ‎3.1.
   2. Customer Ownership. Customer retains all rights in and related to the Customer Data.
   3. Feedback. Customer may provide DeepKeep with feedback on the Platform’s functionality and performance, including potential errors, enhancements, and improvements (“Feedback”). Any Feedback, suggestions, or ideas provided by Customer may be used by DeepKeep to improve its products and services. All rights to such Feedback shall vest solely with DeepKeep.

8. Confidentiality
   
   1. Confidential Information also includes, without limitation, (i) with respect to DeepKeep, the Platform and any and all source code relating to any of the foregoing, and any other non-public information or material regarding DeepKeep’s legal or business affairs, financing, customers, properties, pricing, or data and all other information obtained during the use of the Platform as permitted hereunder; (ii) with respect to Customer, any non-public information or material regarding Customer’s legal or business affairs, financing, Authorized Users, properties, or Customer Data; and (iii) with respect to each party, the commercial terms of the Agreement.
   2. Use of Confidential Information. Each receiving party will:
      
      1. Maintain all Confidential Information of the disclosing party in strict confidence. 
      2. Not disclose any Confidential Information of the disclosing party to any person other than its affiliates, employees, contractors, agents, legal representatives, accountants, or other professional advisors (“Representatives”), provided that the receiving party reasonably believes that its Representatives have a need to know to fulfill its obligations and exercise its rights under the Agreement and such Representatives are bound by confidentiality obligations at least as restrictive as those contained herein. 
      3. Not use or reproduce any Confidential Information of the disclosing party for any purpose other than the purpose of the Agreement.
      4. If the receiving party is legally compelled to disclose any of the other party’s Confidential Information, it will provide the disclosing party prompt prior written notice of such requirement so that the disclosing party may seek a protective order or other appropriate remedy. The receiving party may furnish only that portion of the Confidential Information which it is advised by its counsel is legally required to be disclosed, and will use commercially reasonable efforts to insure that confidential treatment will be afforded such disclosed portion of the Confidential Information.
   3. Return or Destruction of Confidential Information. Upon the disclosing party’s request, the receiving party will promptly destroy or return the disclosing party’s Confidential Information, including copies and reproductions thereof. 

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9. Warranties and Disclaimers
   
   1. Compliance with Law. Each party represents and warrants it shall comply with all laws and regulations applicable to it in connection with the operation of its business and the use of the Platform and/or Service.
   2. Platform Warranty. Subject to Customer’s use of the Platform strictly in accordance with DeepKeep’s descriptions, specifications, instructions, training and documentation and the absence of any misuse, damage, alteration or modifications thereto, DeepKeep warrants represents and undertakes to Customer that as at the date of the Agreement and throughout the applicable license term (set in the Proposal) the Platform shall conform in all material respects to its description in the Proposal. The foregoing warranty shall not apply in case of: (i) hardware, operating system and/or third parties’ software failure or any other malfunction not resulting from the Platform; (ii) operator error by those persons using the Platform (including, without limitation erroneous data entry), or (iii) corruption of the Platform or data generated by the Platform from any harmful code from any source other than DeepKeep. If during the license term, Customer notifies DeepKeep of any defect or fault in the Platform in consequence of which it fails to conform to the above warranty, DeepKeep shall respond and resolve the relevant defect or fault within the framework of the SLA. 
   3. Services Warranty. Any Services furnished or provided by DeepKeep to Customer hereunder shall be provided by adequate numbers of appropriately experienced, qualified and trained personnel with adequate levels of skill, care and diligence in a timely and professional manner and in accordance with good industry practice.
   4. Customer Representations and Warranties with Respect to Customer Data. Customer represents and warrants to DeepKeep that Customer possesses all rights, authorizations, and approvals required to lawfully upload the Customer Data onto the Platform and share the Customer Data within the Platform and/or otherwise make use of the Service with respect to the Customer Data and to distribute Customer Data to Customer’s end-customers. Customer further warrants and represents that the display, storage, access to, and/or use of such Customer Data by Customer, DeepKeep or any third party in connection with the Services does not infringe upon, misappropriate, or otherwise violate any intellectual property, proprietary, privacy, or other rights of any third parties.
   5. Disclaimer. Except as expressly provided herein, the Platform is provided “as is”. DeepKeep disclaims any and all warranties, representations, and conditions relating to the Platform and/or Services, whether express or implied including, but not limited to, any representation, warranty, or condition of merchantability, fitness for a particular purpose, non-infringement or that the Platform and/or Services will perform error-free or uninterrupted or with respect to the functionality and performance of the Platform or use of information and services obtained thereof. No information or advice given by DeepKeep or its agents, employees, or representatives, whether oral or written, shall create any representation or warranty. 

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10. Indemnification
    
    1. Customer Indemnification Obligation. Customer assumes all responsibility and liability for, and shall defend and indemnify DeepKeep and its Affiliates and subcontractors for any third party claims resulting from or arising out of the Customer’s use of the Platform and/or Services and/or the use of Customer Data for the purpose of the Agreement, except for such claims or liabilities for which Customer is entitled to indemnification under Section ‎10.2 below.
    2. DeepKeep Indemnification Obligation. DeepKeep will defend and settle any claim by a third party that the Platform infringes or misappropriates any patent, trademark, trade name or copyright of a third party and will indemnify Customer for the costs and damages that a competent court finally awards to the third party, unless the claim is based on or results from: (a) using the Platform or any part of it with other software, hardware or products that Deepkeep did not provide and that caused the infringement; (b) using the Platform in a way that it was not designed or authorized for under this agreement; or (c) using an outdated version of the Platform that Deepkeep replaced with a newer unaltered version that would have avoided the infringement.
    3. Indemnification Procedure. These obligations to indemnify shall only apply if (i) the indemnified party gives the indemnifying party written notice of any such claim within thirty (30) days of it becoming aware of the claim, (ii) the indemnified party cooperates fully in the defense of the claim, (iii) the indemnified party enters into no settlement of the claim without the indemnifying party’s prior written consent, and (iv) the indemnified party grants indemnifying party the right to assume the sole control over the defense of any such claim.
    4. Infringement of Third Party IP Rights. In the event the Platform is held by a court of competent jurisdiction or is believed by DeepKeep to infringe third party rights, DeepKeep shall have the option to: (i) replace the Platform without additional charge, with a compatible, functionally equivalent, and non-infringing product; (ii) modify the Platform  to render it non-infringing and retain all functionality of the Platform ; (iii) obtain a license for Customer to continue use of the Platform for the duration of the Proposal; or (iv) terminate the Agreement and refund Customer the pro-rata fees actually paid for the Services not provided, to the extent that Customer is unable to use the Platform and/or DeepKeep is not capable of rendering the Services intended to be provided against such paid fees. 
    5. Exclusive Remedy. The provisions of this Section ‎10 state the sole, exclusive, and entire liability of the parties and subcontractors to the other party, and is the other party’s sole remedy with respect to covered third-party claims and to the infringement or misappropriation of third-party intellectual property rights.

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11. Limitation of Liability
    
    1. Unlimited Liability. Neither party’s liability is limited with respect to:
       
       1. Indemnification obligation under Section ‎10 above.
       2. Death or bodily injury directly caused by a party.
       3. Losses arising out of a party’s wilful misconduct. 
       4. Customer’s failure to pay any fees due under the Agreement.
       5. Breach of the provisions under Section ‎7 and ‎8 above.
    2. Exclusion of Liability. Neither party nor anyone on its behalf be liable for any indirect, consequential, incidental, special or punitive damages of any kind, including without limitation damages for loss of business or profits, business interruption, loss of business information or loss or damages to goodwill, in connection with the Agreement regardless of the cause and whether arising in contract (including fundamental breach), tort (including negligence), or otherwise, even if such party has been advised of the possibility of such damages or loss.
    3. Liability Cap. Subject to Section ‎11.1 above, the maximum aggregate liability of DeepKeep to the Customer for all events in connection with the Agreement will not exceed the fees paid for the Platform (excluding VAT) in the 12-month period preceding the Customer’s claim. 

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12. Third Party Materials
    
    1. Use of Third Party Materials. The Customer may access or use third-party services, content, data, software, or resources (“Third Party Materials”) through the Platform, which may also rely on third-party libraries, services, or components subject to their own licenses. The Customer agrees to comply with any applicable third-party terms and assumes all risks associated with such use. DeepKeep disclaims any liability for the performance, support, or maintenance of Third Party Materials and is not responsible for any issues arising from their use. Any issues arising from Third Party Materials will be handled in accordance with the terms of their respective licenses.
    2. Disclaimer of Liability. Customer acknowledges and agrees that DeepKeep:
       
       1. Is not responsible for the availability, accuracy, integrity, quality, or lawfulness of Third Party Materials or the products, services, or deliverables available from such Third Party Materials.
       2. Has no liability to Customer or any third party for any harm or losses suffered as a result of access to or use of Third Party Materials.
       3. Customer’s ability to access or link to Third Party Materials does not imply any endorsement by DeepKeep of such materials or services.
    3. Authorization and Infringement. The Agreement does not authorize Customer to use any Third Party Materials except as expressly permitted by the owners of such materials. Unauthorized use may result in damages sought by the owners. DeepKeep reserves the right to discontinue Customer’s access to the Platform or terminate the Services in the event of any alleged infringement, misappropriation, or violation of third-party rights in connection with Third Party Materials. Customer must obtain appropriate approval to use any Third Party Materials, as DeepKeep cannot grant permission to use third-party content.

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13. Miscellaneous
    
    1. Governing Law and Jurisdiction. The Agreement is governed by the laws of Israel, without application of its principles of conflicts of law. The parties irrevocably consent to the exclusive jurisdiction of the competent courts in Tel Aviv, Israel, to adjudicate all disputes arising from or related to the Agreement to the exclusion of the jurisdiction of any other court; however, DeepKeep shall retain the right to institute proceedings, including interlocutory and/or injunctive relief, in any other territory.
    2. Publicity. Neither party use the name, logo, or trademark of the other party in any advertising, promotional materials, or other public communications without the prior written consent of the other party.
    3. Assignment. Neither party shall transfer, assign or pledge in any manner whatsoever any of its rights or obligations under the Agreement without the prior written consent of the other party, provided however, that DeepKeep may assign this Agreement in connection with a merger, acquisition, sale of all or substantially all of DeepKeep’s assets or other corporate reorganization.
    4. Severability. If any term, provision, covenant or restriction of the Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against regulatory or public policy, the remainder of the terms, provisions, covenants and restrictions of the Agreement shall in no way be affected, impaired or invalidated.
    5. Entire Agreement. The terms and provisions herein contained and in the Proposal and its annexes, constitute the entire agreement between the parties with respect to the subject matters hereof and shall supersede all previous communications, oral or written, between the parties hereto with respect to the subject matters hereof. 
    6. Modifications to Terms. DeepKeep reserves the right to modify these Terms at any time. Customers will be notified of significant changes via email or platform notification at least 30 days before they take effect. Continued use of the Platform after the effective date constitutes acceptance of the updated Terms.
    7. Electronic Execution and Precedence. The exchange of an executed Proposal by the Customer by electronic signature shall be sufficient to bind it to the Agreement and such Proposal. To the extent that there is any inconsistency between these Terms and a Proposal, that the Proposal will supersede and govern. 
    8. Waiver. No waiver of any rights by any party hereto shall be construed as a waiver of the same or any other right at any prior or subsequent time. Furthermore, no waiver or delay on the part of a party in exercising any power or right hereunder, and no forbearance or indulgence of a party granted to the other party, shall in any way restrict or diminish the full rights and powers of that party under the Agreement, or operate as a waiver of any breach by a party of any of the terms or conditions of the Agreement.
    9. Independent Contractor. No agency, partnership, joint venture or employment relationship is or shall be created by virtue of the Services and/or the Agreement.
    10. Notices. Any notice provided pursuant to the Agreement shall be in writing and shall be sent by registered mail, or e-mail with notice of receipt requested, or by hand delivery to the addresses of the parties as specified herein. Notices sent to DeepKeep shall be addressed to the address set forth in the Proposal, or to the address otherwise designated from time to time in writing by the parties. All notices will be deemed to have been delivered five (5) business days after being mailed (return receipt requested) if delivered by registered mail, or one (1) business day after delivered by hand or by e-mail (with confirmation of receipt).
    11. Force Majeure. With the exception of Customer’s payment obligations herein, neither party will be liable to the other party for any delay or failure to perform which is due to fire, pandemic, virus, epidemic, travel advisories as to health, security and/or terrorism, flood, lockout, transportation delay, war, acts of God, governmental rule or order, strikes or other labor difficulties, or other causes beyond its reasonable control. However, in such event, both parties will resume performance promptly after the cause of such delay or failure has been removed.

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This page was updated on March 30, 2025.