Last updated: September, 2023
Welcome to Harmonya, a software-as-a-service (SaaS) solution for Product Data Enrichment, Categorization, And Insights (the “Platform”). PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCESSING AND/OR USING ANY PART OF THE PLATFORM.
By accessing and using the services described below offered by Harmonya Inc and/or Harmonya Ltd (“Harmonya”; “us”, “we” or “our”), you acknowledge that you, on your own behalf as an individual and on behalf of your employer or other legal entity (collectively “you” or “your” or “User”), have understood and agreed to comply with, and be legally bound by, the following terms and conditions (the “Terms”). You represent and warrant that you are at least 18 years old and, if you are entering into these Terms on behalf of your employer or other legal entity, that you have full authority to bind said employer or other legal entity to these Terms. 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. If you do not agree to be bound by these Terms, please do not use any part of the Platform. If you do not agree to comply with and be bound by these Terms or if you do not have authority to bind your employer or other legal entity, please do not accept these Terms or access or use the Platform.
The Platform is operated and owned by us, we provide the Platform for product data enrichment, categorization, as well as inferring insights from such data to companies (“Customers”), solely for internal business purposes, or as otherwise agreed between us and the applicable Customer in writing in a services agreement, purchase quotation, purchase order, purchase terms and conditions or other similar document, regardless of its title (“Agreement”). Our Customers may provide access to the Platform to their personnel who are authorized to manage the Customer's use of the Platform (“Users” or “you”). In case of any inconsistency or contradictions between the provisions of these Terms and the provisions of the Agreement, the provisions of the Agreement shall prevail, as to the terms and conditions settled by it.
2. Consent and Modification.
These Terms apply to all Users. By using this Platform, you signify your assent to these Terms. We reserve the right, at our discretion, to change these Terms at any time, and your continued use of the Platform thereafter means that you accept those changes.
3. Ability to Accept Terms.
The Platform is designed and intended for use by Users who are of legal capacity to create a binding legal agreement and who are not barred from receiving services under the laws of their jurisdiction (“Legal Capacity”). Accordingly, if you are not of Legal Capacity, you are not allowed to use the Platform without your parent or legal guardian. Be aware that we are not and shall not be held liable for any breach of this requirement.
4. Platform License.
Subject to the terms and conditions of these Terms, we hereby grant you a personal, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable license (“License”) to access and use the Platform, all subject to these Terms, and the terms of the Agreement.
5. License Restrictions.
Unless agreed otherwise under the terms of the Agreement, You shall not: (i) copy, distribute or modify any part of the Platform without our prior written authorization; (ii) use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose the Platform and\or Content (as defined below), except as expressly authorized herein; (iii) make the Platform available over a network where it could be used by multiple devices owned or operated by different people at the same time; (iv) disrupt servers or networks connected to the Platform; (v) use or launch any automated system (including without limitation, “robots” and “spiders”) to access the Platform; (vi) use any communications systems provided by the Platform to send unauthorized or unsolicited commercial communications; (vii) circumvent, disable or otherwise interfere with security-related features of the Platform or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Platform; (viii) remove, alter or obscure any copyright, trademark, or other Harmonya proprietary notices from the Platform; (ix) disassemble, reverse engineer, decompile, decrypt, or attempt to derive the source code of, the Platform; (x) use the Harmonya’s name, logo or trademarks without our prior written consent; and/or (xi) use the Platform 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. Customers who enable or provide access to the Platform to their Users shall be responsible for any failure on behalf of such Users to comply with such Terms.
6. Operating Instructions.
Please carefully read the operating instructions which appear in the Platform. If you are a User, please make sure you carefully review and understand these instructions. If you are a Customer, you are required to make sure that your applicable Users understand and comply with Harmonya’s operating instructions before enabling use of the Platform by any of your Users.
6.1. General instructions
6.1.1. Uploading User content.
You may be required by the Customer you are affiliated with to upload certain information to the Platform. You shall only upload to the Platform information that was required by the Customer and as instructed by the Customer. You shall not upload excessive information and you shall not upload any personal, proprietary or confidential information about you or any third party. You shall be fully liable to us for any damages arising from your violation of any party's privacy and data protection rights. The Customer and the Users are fully responsible for the accuracy and completeness of the User information uploaded to the Platform. Harmonya does not guarantee and shall not be liable for any inaccurate, incomplete or obsolete information provided by the Customer or User.
6.1.2. Use of Third Party Software.
The Platform may make use of or make available third party software. Such third party’s software is provided “as is” without any warranty of any kind, and subject to the license terms attached to such third party software. The type of information provided or requested, as well as the manner in which the third-party services uses, stores, and discloses information, is governed solely by the terms and conditions and policies of the third party providing such services, and Harmonya shall have no liability or responsibility for the third party’s policies, practices, actions, or omissions. If Customer uses such third party services, such use is and shall be at all times at Customer’s sole and exclusive discretion and responsibility. The third party services may be replaced, disabled, or re-enabled at any time and in Harmonya’s sole decision and discretion.
6.1.3. General Cautions.
While using the Platform please make sure to follow these basic guidelines only use the Platform according to these Terms or as instructed by the Customer.
You may provide Harmonya with feedback regarding the Platform (“Feedback”). Harmonya shall receive full ownership of all such Feedback and shall be free to use or incorporate into the Platform any such Feedback. Such Feedback shall be considered Harmonya’s Confidential Information. Harmonya may freely use, disclose, reproduce, license, distribute, commercialize and create derivative works of the Feedback in any Harmonya’s products, technology, services, specification or other documentation and you are not entitled to any benefit or rights from such use, including royalties, attribution, etc.
In order to use some of the services provided by the Platform, you are required to create an account (“Account”). You are solely responsible for the activity that occurs in your Account, and you must keep your Account username and password secure. All Users must notify Harmonya immediately of any breach of security or unauthorized use of their Account. As a User, as between you and Harmonya, you are solely responsible and liable for the activity that occurs in connection with your Account.
9. Suspension or Termination of your Account
9.1. Suspension due to non-payment by the Customer.
The Customer you are affiliated with is responsible to pay the applicable fees for the use of the Platform according to the commercial agreement between us and the Customer, in order for you to have access to the Platform. Please be aware that any failure of the Customer you are affiliated with to pay applicable charges to us may result in your access to the Platform being suspended or terminated.
9.2. Suspension or deletion due to Customer's instructions.
Customer may select to suspend or close your Account due to any violation of any agreement you have with the Customer or any improper or illegal activity or for any other reason at Customer's discretion.
9.3. Closing your Account.
If you wish to cancel your Account, you must contact your Customer. We are not authorized to de-activate your Account without the permission of the Customer except subject to a court order or an instruction of a competent authority.
10. Updates and Upgrades; Support
We may from time to time provide updates or upgrades to the Platform (each a “Revision”), but, unless agreed otherwise under the Agreement, 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 Platform. All references herein to the Platform shall include Revisions. These Terms shall govern any Revisions that replace or supplement the original Platform, unless the Revision is accompanied by a separate license agreement which will govern the Revision.
During the term of these Terms, Harmonya shall make reasonable efforts to provide you assistance and to answer any questions or concerns relating to the Platform.
11. Intellectual Property Rights
11.1. Content and Marks.
The (i) content on the Platform, including without limitation, the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (collectively, the “Content”), and (ii) trademarks, service marks and logos contained therein (“Marks”), are the property of Harmonya and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. “Harmonya”, the Harmonya logo, and other marks are Marks of Harmonya or its affiliates. All other trademarks, service marks, and logos used on the Platform are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Platform and the Content.
12. Information Description.
We attempt to be as accurate as possible. However, we cannot and do not warrant that the Content available on the Platform is accurate, complete, reliable, current or error-free. We reserve the right to make changes in or to the Content, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content. Your use of the Content, or any part thereof, is made solely at your own risk and responsibility. We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Platform, and your use thereof, as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce these Terms, including to investigate potential violations of them; (iii) detect, prevent or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of Harmonya, its users or the public.
13. Warranty Disclaimers
This Section applies whether or not the services provided under the Platform are for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.
EXCEPT AS AGREED UNDER THE AGREEMENT, THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. HARMONYA HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. HARMONYA DOES NOT GUARANTEE THAT THE PLATFORM WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THE PLATFORM MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT HARMONYA WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE PLATFORM BY A THIRD PARTY.
14. Limitation of Liability
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, HARMONYA SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE PLATFORM, EVEN IF HARMONYA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF HARMONYA FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE PLATFORM EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY THE CUSTOMER TO HARMONYA FOR USING THE PLATFORM DURING THE THREE (3) MONTHS PRIOR TO BRINGING THE CLAIM.
15. Term and Termination.
Unless agreed otherwise in the Agreement, these Terms are effective until terminated by Harmonya or you. Unless agreed otherwise in the Agreement, Harmonya, in its sole discretion, has the right to terminate these Terms and your access to the Platform, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms). Harmonya shall not be liable to you or any third party for termination of the access to the Platform, or any part thereof. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Platform in any way, your only recourse is to immediately discontinue use of the Platform. Upon termination of these Terms, you shall cease all use of the Platform, and any section which by its nature should survive termination or expiration of this Agreement shall so survive.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Harmonya without restriction or notification to you.
Harmonya reserves the right to discontinue or modify any aspect of the Platform at any time. These Terms and the relationship between you and Harmonya shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its principles of conflict of laws. You agree to submit to the personal and exclusive jurisdiction of the courts located in New-York, NY and waive any jurisdictional, venue, or inconvenient forum objections to such courts, provided that Harmonya may seek injunctive relief in any court of competent jurisdiction. These Terms shall constitute the entire agreement between you and Harmonya concerning the Platform. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.