Last updated: 18, September 2023
Welcome to Titan!
Please read the following Terms and Conditions (“Terms”) carefully before using our website available at: https://titandxp.com/ (which together with its subdomains, Content, Marks and services, shall be referred to as the “Website”), and/or registering for, accessing or using the Service (as defined below) so that you are aware of your legal rights and obligations.
By accessing the Website and activating, accessing and/or using the Service you acknowledge that you, on your own behalf as an individual, and on behalf of your employer or another legal entity (collectively “Customer“, “You” or “Your”), are entering a legal agreement with FormLogic Ltd. (“Titan”, “us”, “we” or “our”) and have understood and agree to comply with, and be legally bound by this Agreement.
The Website and Service are only intended for individuals aged eighteen (18) years or older. If you are under eighteen (18) years please do not use the Website and Service. If you are entering into this Agreement on behalf of your employer or other legal entity, you represent and warrant that you have full authority to act on behalf of the employer or other legal entity and bind such employer or other legal entity to this Agreement. If you do not agree to comply with and be bound by this Agreement or do not have authority to bind your employer or other legal entity, please do not accept these Terms and immediately refrain from accessing and/or using the Website and Service. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. For clarity, this Agreement shall not derogate from any applicable website or platform terms and conditions, including those of your Third Party Services (as defined below) from which you may use the Service.
The following capitalized terms have the meanings set forth below:
1.1. “Content” means any text, documents, descriptions, interactions, data, information, video clips, logos, icons, software, links, reports, files, images, graphics, or other content (excluding User Data) appearing on or in, or otherwise provided or made available via, the Service and/or Website.
1.2. “Enterprise License” means any license which has more than one environment and/or more than one product and/or over 40,000 API calls per month and/or over 1,150 document generated per month and/or more than 12 document generation users.
1.3. “Intellectual Property Rights” means any and all rights, titles, and interests (under any jurisdiction or treaty, whether protectable or not, whether registered or unregistered, and whether vested, contingent, or future) in and to inventions, discoveries, works of authorship, designs, software, technical information, databases, know-how, mask works, methods, technology, and other intellectual property, and includes but is not limited to patents, copyrights and similar authorship rights, moral (and similar personal) rights, mask work rights, data and database rights, trade secret rights and similar rights in confidential information and other non-public information, design rights, trademark, service mark, trade name, trade dress and similar branding rights, as well as: (i) all applications, registrations, renewals, reexaminations, extensions, continuations, continuations-in-part, provisional, substitutions, divisions or reissues of or for the foregoing; and (ii) all goodwill associated with the foregoing.
1.4.“Order Form” means the order form for the service executed by you via the Website, for the provision of the applicable license granted under these Terms. The “Order Form” shall include the relevant usage and volume parameters, as well as additional commercial terms.
1.5. “Subscription Duration” means the duration of license as specified in your Order Form which may be a monthly or annual duration.
1.6. “Suspension of Services” means the making the usage of the Services unavailable.
1.7. “Site License” means any license which has more than one production or sandbox environment and/or 100,000 API calls or more per month and/or over 10,000 document generated per month and/or over 50 document generation users. Site licenses require encryption and at least an eight (8) hour SLA due to a higher level of data traffic and monitoring.
1.8 “Unmetered” Unmetered will protect your account from Suspension of Services due to spikes in usage over the quota which has been bought. While using the Unmetered add-on, if your usage is higher than the quota of Services listed on your Order Form, you will not suffer a Suspension of Services and we will invoice you at the end of each month based on the additional usage at their list price. Your starting point for the next renewal will be the average between your minimum and maximum usage of the current year.
1.9. “Progressive Web Application” The ability to use the Service while not connected to the internet.
1.10. “Penetration Testing” Penetration Testing and related activities are prohibited. Penetration Testing includes, but is not limited to, the following activities: illegally or without authorization, accessing computers, accounts or networks, penetrating or attempting to penetrate security measures, port scans, stealth scans, and other activities designed to assist in Penetration Testing. Penetration Testing must be done on a separate designated environment which must be purchased from Titan and only after receiving written consent from Titan. If you perform any sort of Penetration Testing without prior written authorization for Titan your account will be automatically suspended until it is cleared by Titan’s Chief Information Security Officer and a Penetration Testing environment is purchased.
2. The Service. Titan offers a software-as-a-service solution enabling you to create customized documents, forms, and surveys, design and deploy web portals and applications, and automate business workflows with Titan’s full-suite of enterprise applications designed to integrate seamlessly with your Salesforce data, SAP or another CRM system as the case may by, across your entire organization (“SAAS Service”). In addition, Titan may offer additional services and/or products, including, without limitation, professional services, extra quotas of API or document generation, and digital signatures (the “Additional Service” and together with SAAS Services, the “Service“). The API and Document Generation usage of some of the Additional Services are listed here https://titandxp.com/kb/getting-started/api-calls-salesforce-document-generation. Monthly subscriptions may not purchase Additional Services and would have to purchase an annual Subscription in order to purchase Additional Services. Monthly subscriptions are a means to start the implementation of the Services, meaning that a user which has purchased a monthly subscription can purchase an annual subscription instead, but the opposite does not apply.
3. Subscription. Subject to the terms and conditions of this Agreement (including without limitation your payment of all applicable Fees), Titan grants you a limited, fully revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable right and license, to access and use the Service during the Subscription Duration solely for your personal or internal institutional use (collectively: the “Subscription”). Unless otherwise indicated, the term “Subscription” also includes any appliance and any manual or documentation (“Documentation“) provided or made available to you in connection with the operation of the Service. You may use the Service subject to the use limitations specified in these Terms and the respective Order Form. You hereby acknowledge that there are a number of Service Subscriptions offered by Titan and that additional information and regarding each Service Subscription may be made available within applicable landing pages within the Website. Titan offers two types of Subscriptions, (a) a regular Subscription or (b) a HIPAA Subscription or Compliance Cloud license, (together “HIPAA Subscription“) which includes additional encryption protecting your Customer Data (as defined below). Unless you have purchased a HIPAA Subscription, you shall not provide or make available to Titan, its Affiliates, or the Hosting Provider (or otherwise expose them to) any Customer Data that includes or links to Sensitive Data (as defined below). You hereby acknowledge and agree that the regular subscription does not include any encryption, and as such, any Customer Data (including Sensitive Data and/or private information) transmitted by you to Titan its affiliates, and the Hosting Provider, will not be encrypted and you hereby release Titan of any liability whatsoever with respect to, or otherwise in connection with, any violation, damages or claims resulting out of the non-encryption of such information. In both types of licenses, the maximum storage limit of any sort of data is one GB of data.
4. Account. In order to access the Service, you will be required to set up an account by submitting the information requested in the applicable online form or interface which will be made available to you via the Website, such as, your full name and email address (“Account”). When creating the Account, you must provide accurate and complete information. You agree not to create an Account for anyone else, share your login details with anyone or use the Account of another. As between Titan and you, you alone shall be responsible and liable for maintaining the confidentiality and security of your Account credentials, as well as for all activities that occur under or in your Account. You must notify Titan immediately of any breach of security or unauthorized use of your Account. If you wish to delete your Account you may send an email request to Titan at [email protected].
5. Restrictions. You agree not to, and shall not permit any third party to: (a) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available the Service to any third party (such as offering it as part of a time-sharing, outsourcing or service bureau environment); (b) publicly perform, display or communicate the Service, or otherwise use the Service for several organizations/projects under one subscription; (c) disassemble, reverse engineer, decompile, decrypt, or attempt to derive the source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms) of, the Service; (d) copy, frame” or “mirror”, , modify, alter, adapt, arrange, translate, improve, or create derivative works of the Service and/or Website or any part thereof or use the Service and/or Website to develop any service or product that is the same as (or substantially similar to) them; (e) circumvent, disable or otherwise interfere with security-related features of the Service and/or Website or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service and/or Website; (f) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on or via the Service and/or Website; (g) use any communications systems provided by the Service and/or Website to send unauthorized and/or unsolicited commercial communications; (h) store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Service and/or Website; (i) employ any hardware, software, device, or technique;(j) take any action that imposes or may impose (as determined in Titan’s reasonable discretion) an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Service and/or Website, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure; (k) use Titan’s name, logo or trademarks without our prior written consent; and/or (l) use the Service and/or Website to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches these Terms. You represent and warrant that your use of the Service and/or Website complies with all applicable laws and regulations (including, without limitation privacy, marketing and spam laws) and that you have obtained all required approvals, consents, permissions, licenses necessary in order to use the Service and/or Website.
6. Hosting Provider and other Third Party Services. The Service is hosted by a third party hosting services provider selected by Titan (currently Amazon Web Service) (“Hosting Provider“), and accordingly the availability of the Service shall be in accordance with the Hosting Provider’s then-current uptime commitments. In order to use the Service, the Service needs to operate on or with services provided by your third parties service providers (currently Salesforce and SAP) (“Third Party Services”). You acknowledge and agree that you are solely responsible for securing any and all rights necessary for you to access Third Party Services and for complying with any applicable terms or conditions of any Third Party Services. Titan does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between you and a third party provider is solely between you and such third party provider and is governed by such third party’s terms and conditions. You acknowledge and agree that the availability and the operability of the Service is subject to such Third Party Service and you hereby agree to and hereby releases Titan and its respective assigns from all claims, demands or damages in connection thereto.
7. Fees and Payment Terms.
7.1. Fees. Except as expressly set forth in these Terms, your general right to access and use the Website is currently for free, but Titan may in the future charge a fee for certain access or usage. You will not be charged for any such access or use of the Website unless you first agree to such charges, but please be aware that any failure to pay applicable charges may result in you not having access to some or all of the Website.
In order to activate your Account and use our Service you will be required to pay the subscription fees set forth in the Order Form and applicable to the Subscription plan that you choose (annual/monthly) (“Fees”) in accordance with the payment terms specified within the applicable landing page.
Upon registration to the Service you will be provided with the following payment options: (a) making a bank transfer of the applicable Fees to the Titan bank account details specified in the Order Form, or (b) completing the payment of Fees by accessing our payment landing page in which you will complete the payment process via credit card through a third party payment processing service, you hereby acknowledge that additional terms and conditions may apply to such payment processing activities. We reserve the right to use other third party payment processing services for such purposes in the future, and to save a payment token in order to collect additional Fees in the future. Certain components of the Service may be made available on a free of charge basis, however, we reserve the right in the future to charge a fee for features and/or uses which are currently made available free of charge. Any failure to pay applicable Fees and charges may result in you not having access to some or all of the Service.
7.2. Payment terms. All Fees are stated, and are to be paid, in the currency specified in the Order Form, and, except as may be expressly stated otherwise in the Order Form or these Terms: (a) all Fees shall be paid in advance at the commencement of each periodic subscription (monthly/annual) (“Billing Cycle“) and in any event no later than thirty (30) days from the beginning of the current billing cycle, provided a new Order Form was provided prior to the end of the previous periodic subscription.; (b) all payments and payment obligations under this Agreement are non-refundable, and are without any right of set-off or cancellation; (c) any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of the rate of one and a half percent (1.5%) per month and the highest amount permitted by applicable law; and (d) all amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies and duties. If you are required by any law applicable to you to withhold or deduct taxes for any payment under this Agreement, then the amounts due to Titan shall be increased by the amount necessary so that Titan receives and retains, free from liability for any deduction or withholding, an amount equal to the amount Titan would have received had you not made any such withholding or deduction. For clarity, Titan shall provide you with at least a 5 days’ notice that the current license is ending and that if you fail to pay the Fees for the additional Term by the current license end date, in accordance with the terms of this Section 7.2, Titan will terminate your access to the Service on the end date of your current license.
7.3. Fee changes. Titan may, at its sole discretion and at any time, modify the Fees, the modified Fees will become effective at the end of your then-current Billing Cycle. Titan will provide you with a prior notice of any change in Fees, enabling you to terminate your Subscription before such change becomes effective. Your continued use of the Service after the Fee change comes into effect constitutes your agreement to pay the modified Fees.
7.4. Subscription Renewals. At the end of your Billing Cycle your Subscription shall automatically renew for additional Billing Cycles (monthly/annually as applicable to your Subscription), unless otherwise cancelled by you according to Section 7.5 below, with all purchased add-ons.
7.5. Subscription Cancellation. Either party may cancel your Subscription by sending a cancellation request via email to [email protected] (if cancelled by you) or the email address applicable to your Account (if cancelled by Titan). Your cancelation will be done by sending a formal cancelation letter on a formal company letter format and signed by the company’s authorized signatories. Such request must contain the email address applicable to your Account and shall enter into effect at the end of your current Billing Cycle, unless (a) in the case of a monthly subscription, the cancellation request was delivered during the last five (5) business days of the Billing Cycle, in such case, you will be charged for an additional month and may use the Services during such additional month, or (b) in the case of an annual subscription, the cancellation request was delivered during the last thirty (30) days of your annual subscription, in such case, you will be charged for an additional annual subscription and may use the Services during such additional annual term. Changes to the scope of the Services can only be made prior to the last thirty (30) days of your Subscription, in such case, that a request to reduce the scope of the Services was not made by the customer prior to the last thirty (30) days period, the full scope of the Services will be included in the additional annual (or monthly) subscription. In addition, if you have purchased an annual Subscription, you may cancel your Subscription during the first seven (7) days following your purchase of the first year of the Subscription and shall be charged Fees equal to one month of Subscription. Renewals and custom quotes may not be canceled.
7.6. Suspension of Subscription Due to Over usage. Once your Subscription utilizes the monthly quota purchased as part of an Order Form, the Subscription will automatically be subject to a Suspension of Services until the end of the current month. After the end of the month, your license will be available to use with the quota purchased once more until the monthly quota is utilized. If a license is subject to a Suspension of Services three times in a 12 month period, the Subscription will be suspended until an additional quota is purchased and paid for using an Order Form.
In addition, if you fail to pay the applicable Fees when due, Titan will notify you thereof in writing and, within five (5) days of such notice, may suspend or otherwise terminate your Subscription.
8. Trial Period. Titan may, at its sole discretion, offer a limited free trial subscription to use the Service for evaluation purposes during the applicable trial period specified in the Order Form and/or within the Website (“Trial Period”) prior to charging the Fees. The Service provided during the Trial Period will have certain limited functionalities and certain output may include a ‘powered by Titan’ logo. Unless otherwise specified in the Order Form or applicable landing page within the Website, no fees are due from your for use of the Service during the Trial Period. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, DURING THE TRIAL PERIOD THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY WHASOEVER, AND TO THE MAXIMUM PERMITTED BY LAW, TITAN ITS AFFILIATES, LICENSORS AND SUPPLIERS WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS OR LIABILITIES, WITH RESPECT TO TRIAL PERIOD. FOR GREATER CLARITY, DURING THE TRIAL PERIOD TITAN ITS AFFILIATES, LICENSORS AND SUPPLIERS SHALL NOT BE LIABLE HEREUNDER FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL OR EXEMPLARY DAMAGES OR LOSSES WHATSOEVER; NOR FOR DAMAGES OR LOSSES, FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL OR DAMAGES ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE. In the event of any inconsistencies between the terms of this Section 8 and other provisions of these Terms, the terms specified in this Section 8 shall prevail with respect to the Trial Period. Titan has the right to terminate a Trial Period at any time and for any reason.
9. Intellectual Property Rights
9.1. Titan Intellectual Property. The Service is licensed to you and not sold to you under these Terms. Titan (and/or its licensors and suppliers, as applicable) is, and shall be, the sole and exclusive owner of all right, title and interest (including without limitation all Intellectual Property Rights) in and to: (a) the Website and Service, including any software, graphics, photos, sounds, videos, interactive features, trademarks, service marks and logos and Content contained therein; (b) Titan’s confidential information; (c) any Feedback (as defined below); (d) any Analytics Information(as defined below); and (e) any improvements, derivative works, and/or modifications of/to any of the foregoing, regardless of inventorship or authorship. You shall make, and hereby irrevocably makes, all assignments and/or waivers necessary or reasonably requested by Titan to ensure and/or provide Titan (and/or its designee(s)) the ownership rights set forth in this paragraph.
9.2. Customer Data. While using the Website and Services, certain data, such as personal data or other data, will be made available and/or accessible to Titan or the Service (the “Customer Data“). Unless you have purchased a HIPAA Subscription, you shall not provide or make available to Titan, its Affiliates, or the Hosting Provider (or otherwise expose them to) any Customer Data that includes or links to Sensitive Data. “Sensitive Data” means any (i) categories of data enumerated in Article 9(1) of the European Union’s General Data Protection Regulation (Regulation 2016/679, aka the GDPR) or any successor law; (ii) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS”); (iii) Nonpublic Personal Information (NPI) (as defined by the Gramm-Leach-Bliley Act and its implementing rules and regulations) or Personal Health Information (PHI) data (as defined by the Health Insurance Portability and Accountability Act and its implementing rules and regulations); or (iv) any data similar to the foregoing that is protected under foreign or domestic laws.
You represent and warrant that: (a) no processing of Customer Data under this Agreement (whether by Titan, its affiliates, or the Hosting Provider) will violate any rights (including Intellectual Property Rights and privacy rights) of any third party, or any law, regulation or rule of any government authority of competent jurisdiction; (b) you have obtained and will maintain all required consents and licenses rights and permissions, and will maintain all ongoing legal bases (if applicable), necessary to provide, make available, and otherwise expose Customer Data to Titan, its affiliates, and the Hosting Provider and authorize Titan to use all Intellectual Property Rights in and to your Customer Data to enable inclusion and use thereof as part of the Service and/or Website; and (c) you will not use Progressive Web Application while processing Sensitive Data.
You hereby grant Titan and its affiliates a worldwide, royalty-free, non-exclusive, sublicensable (through multiple tiers of sublicensees) right and license, to access and use the Customer Data, in any media format and through any media channels, including without limitation for providing the Service and Website and related services hereunder, for development and/or improvement, for statistical purposes (internally or externally) and for otherwise performing duties under this Agreement. As the exclusive owner of the Customer Data, you represent, warrant and covenant that to the extent the Customer Data includes any personally identifiable information, you have received and/or obtained any and all required consents or permits and have acted in compliance with any and all applicable privacy laws, including, without limitation privacy laws, as to allow Titan to receive, transfer and use the Customer Data solely in order to perform the Website and Service. Titan may however be required to disclose the Customer Data: (a) to satisfy any applicable law, regulation, legal process, subpoena or governmental request; or (b) to collect, store, transfer, and/or process the Customer Data through its affiliates, subsidiaries, third party service providers and vendors as reasonable.
To the maximum extent permitted by law, Titan shall have no liability to you with respect to the Customer Data, including, without limitation, liability with respect to: (i) any information (including confidential information) contained in or apparent from any Customer Data; and/or (ii) any copyright infringement claim or another infringement claim by a third party in relation to, or in connection with, the Customer Data. You acknowledge that the Service does not operate as an archive or file storage service and that Titan does not undertake to maintain or backup your Customer Data. You are solely responsible for the backup of Customer Data and other safe guards appropriate for your needs.
9.3. Analytics Information. Any anonymous information, which is derived from your use of the Website and Service (i.e., metadata, aggregated and/or analytics information and/or intelligence relating to the operation, support, and/or your use, of the Website and Service) which is not personally identifiable information (“Analytics Information“) may be used for providing the Website and Service, for development, and/or for statistical purposes. Such Analytics Information is Titan’s exclusive property.
9.4. Feedback. If Titan receives any feedback (e.g., questions, comments, suggestions or the like) regarding the Website and/or Service (collectively, “Feedback”), all rights, including Intellectual Property Rights in such Feedback shall belong exclusively to Titan and that such shall be considered Titan’s confidential information. You hereby irrevocably, fully and unconditionally transfer and assign to Titan all Intellectual Property Rights and remaining rights you have in such Feedback, without any further step or payment being necessary, and waive any and all moral rights you may have in respect thereto, and the right to assert or take legal action in connection with such rights. It is further understood that use of Feedback, if any, may be made by Titan at its sole discretion, and that Titan in no way shall be obliged to make use of any kind of the Feedback or part thereof.
11. DISCLAIMERS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ACKNOWLEDGE THAT THE WEBSITE, SERVICE, ANY RESULTS THEREOF, AND ANY OTHER GOODS AND/OR SERVICE PROVIDED OR MADE AVAILABLE BY TITAN HEREUNDER OR RELATED THERETO (COLLECTIVELY, THE “TITAN MATERIALS”) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE, OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR REGARDING SECURITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET POSSESSION, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, RELIABILITY, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY TITAN, ITS SUPPLIERS, AND LICENSORS. USE OF THE TITAN MATERIALS, AND ANY OUTCOMES OF SUCH USE IS ENTIRELY AT YOUR OWN RISK. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM YOUR USE OF THE TITAN MATERIALS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TITAN DOES NOT MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION: (A) REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, TIMELINESS, COMPLETENESS, ACCURACY OR QUALITY OF TITAN MATERIALS; (B) THAT YOUR USE OF TITAN MATERIALS WILL BE UNINTERRUPTED, SECURE, ERROR-FREE OR FREE OF VIRUSES OR OTHER HARMFUL CODE; (C) REGARDING THE OPERATION OF ANY NETWORKS, THE PASSING OR TRANSMISSION OF DATA VIA ANY NETWORKS OR CLOUD; OR (D) REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY LAWS, REGULATIONS, OR OTHER GOVERNMENT OR INDUSTRY RULES OR STANDARDS. TITAN WILL NOT BE LIABLE OR OBLIGATED IN RESPECT OF DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO PUBLIC NETWORKS OR HOSTING PROVIDERS.
12. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL TITAN, ITS AFFILIATES, LICENSORS OR SUPPLIERS, BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS, FOR: (A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF ANTICIPATED SAVINGS, OR WASTED EXPENDITURE; (C) ANY LOSS OF, OR DAMAGE OR INTERRUPTION TO, DATA, NETWORKS, INFORMATION SYSTEMS, REPUTATION, OR GOODWILL; AND/OR (D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICE. FURTHERMORE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMBINED AGGREGATE LIABILITY OF TITAN AND ITS AFFILIATES, LICENSORS AND SUPPLIERS UNDER, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF: (A) THE AMOUNT ACTUALLY PAID (IF ANY) BY YOU TO TITAN UNDER THESE TERMS IN THE TWELVE (12) MONTHS PERIOD IMMEDIATELY PRECEDING THE DATE GIVING RISE TO LIABILITY; OR (B): AN AMOUNT EQUAL TO US$20,000. THE FOREGOING EXCLUSIONS AND LIMITATION SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF TITAN HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, AND WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION, OR OTHERWISE.
13. Indemnification. To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Titan and its affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your violation of this Agreement; (ii) your violation of any third party right, including without limitation any copyright, property, or privacy right; and (iii) a third party claim relating to or in connection with the Customer Data (including but not limited to a claim for copyright infringement, processing of Sensitive Data or related to Intellectual Property Rights, privacy rights or proprietary rights). Without derogating from or excusing your obligations under this section, Titan reserves the right (at your own expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to an indemnification by you without first obtaining our express approval.
14. Updates. Titan may from time to time and in its discretion provide updates or upgrades to the Website and/or Service (each a “Revision”), but are not under any obligation to do so. Such Revisions will be supplied according to our then-current policies, which may include automatic updating or upgrading without any additional notice to you. You consent to any such automatic updating or upgrading of the Service. All references herein to the Website and/or Service shall include Revisions. These Terms shall govern any Revisions that replace or supplement the original Website and/or Service, unless the Revision is accompanied by a separate license agreement, which will govern the Revision.
15. Term and Termination. These Terms are effective until terminated by Titan or you. Titan, at its sole discretion, has the right to terminate these Terms and/or your access to the Website and/or Service, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms). Titan shall not be liable to you or any third party for termination of the Website, Service or any part thereof. Without derogating from your obligation to pay the applicable Fees, if you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Website and/or Service in any way, your only recourse is to immediately discontinue your use of the Website and/or Service, and cancel your Subscription (as applicable). Upon termination of these Terms, you shall cease all use of the Website and Service. Additional Service which were purchased as part of a license to use SAAS Service will be available for the term of the license and then expire. Additional Service which was purchased during the term of a license will be available for one year from the purchase date.
16. Effect of Termination. Upon termination of this Agreement, you will lose all access to the Service and to any Customer Data uploaded to the Service. It is your responsibility to download your Customer Data prior to canceling your Subscription and/or deleting your Account. We reserve the right to permanently delete from our (or our Hosting Providers’) servers your Customer Data at any time following termination. We do not accept any liability for any termination of the Service or data that is deleted in connection thereto. Sections 1 (Definitions), 5 (Restrictions) , 9 (Ownership), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 16 (Effect of Termination), 19 (Governing Law and Disputes) and 20 (General), shall survive termination of these Terms.
17. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Titan without restriction. Any prohibited assignment shall be null and void.
18. Modifications. We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective ten (10) days following our sending a notice thereof to you to the address provided within your registration form or posting the revised Terms on the Website, and your continued use of the Service thereafter means that you accept those changes.
19. Governing Law and Disputes. These Terms shall be governed by the laws of the State of Israel, without reference to its conflict of laws rules. The exclusive jurisdiction and venue for all disputes hereunder shall be the courts located in Tel Aviv-Yaffo, and each party hereby irrevocably consents to the jurisdiction of such courts. Notwithstanding the foregoing, Titan reserves the right to seek injunctive relief in any court of competent jurisdiction.
20. General. This Agreement represents the complete agreement between you and Titan, concerning the Website and Service, and supersedes all prior agreements and representations related to the subject matter hereof. Section headings are provided for convenience only and have no substantive effect on construction. Any terms or conditions (whether printed, hyperlinked, or otherwise) in a your purchase order or related correspondence, which purport to modify or supplement these Terms (or the corresponding Order Form), shall be void and of no effect. Titan shall not be liable for any failure to perform due to circumstances or causes beyond its reasonable control including, but not limited to on account of strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, riot, acts of terrorism, earthquakes, explosions, power outages, pandemic or epidemic (or similar regional health crisis), or any other cause that is beyond the reasonable control of Titan. Titan may use your trademarks, service marks, trade names, service names, logos or other brand designations associated with you in any promotional material or other public announcement or disclosure to state that you are a customer of Titan. Nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. If any provision of this Agreement is held to be unenforceable, the Agreement shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.