Last updated: July 14, 2022

These Terms of Use (the “Terms”) constitute a binding agreement between you (“Customer”) and Apono Tech Ltd. (“Company”) (each, a “Party” and collectively, the “Parties”). Customer may use Software (as defined below) subject to the terms below. Please read the following Terms carefully before executing an order for the Services (as defined below) and any related services (“Order”), so that you are aware of your legal rights and obligations with respect to Company. By executing your Order, you expressly acknowledge and agree that you are entering a legal agreement with Company and have understood and agree to comply with, and be legally bound by, these Terms. Customer hereby waives 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.‍


Access Right. Subject to the terms and conditions of these Terms, Company hereby grants Customer a limited, worldwide, non-exclusive, non-sublicensable, non-transferable and revocable right to remotely access (i.e. on a SaaS basis) and/or use (as the case may be) Company’s permission management platform (the “Software”) during the Term (as defined below), solely for Customer’s internal purposes (the “License”). Unless otherwise indicated, the term “Software” also includes any appliance and any manual or documentation (“Documentation”) provided or made available to Customer in connection with the operation of the Software (if any). Customer may only use the Software in accordance with the Documentation, subject to the use limitations indicated in the Order and applicable laws and regulations.

Customer shall be solely responsible for providing all equipment, systems, assets, access, and ancillary goods and services needed to access and use the Software, for ensuring their compatibility with the Software.‍


The License, any services detailed in the Order, any Professional Services (as defined below) and any other services provided by Company shall be referred to as the “Services”.

The Software may be accessed solely by employees of Customer authorized to access and use the Service (“Users”). Customer shall immediately report any unauthorized access or use of the Software to Company. In order to access the Software, Customer may be required to set up an administrative account with Company (“Account“), that will be used by Customer and/or Users. Customer warrants and represents that all information submitted during the registration process is, and will thereafter remain, complete and accurate. Customer shall be responsible and liable for all activities of its Users and all activities that occur under or in its Account. Customer will require that all Users keep their user ID and password information strictly confidential.

In the event Customer wishes to receive any additional services from Company which are not included in the Order, such as installation, deployment, configuration, customization, additional integration or resource extension, training, custom developments or other professional services (“Professional Services”), Customer shall request them from Company in writing, and, subject to Company’s agreement in its sole discretion, such Professional Services shall be set out in sequential Statements of Work, as shall be negotiated and executed by both Parties (each, a “SOW”). Professional Services shall be charged in accordance with the fees and payment terms specified within the applicable SOW. Each SOW is hereby deemed incorporated into these Terms by reference. To the extent of any conflict between the main body of these Terms and a respective SOW, the former shall prevail, unless and to the extent that the SOW expressly states otherwise.

Subscription Fees.

The Services are conditioned on Customer’s payment in full of the applicable fees, and compliance with the payment terms, as set forth in the Order (“Fees”).

Unless stated otherwise in the Order, Fees are to be paid on an annual basis, and shall be paid in advance within thirty (30) days after receipt of an invoice. Fees are non-refundable. Unless stated otherwise in the Order, Client will pay all amounts due under these Terms in U.S. Dollars.

Any amount not paid when required to be paid hereunder shall accrue interest on a daily basis until paid in full at the lesser of: (a) the rate of one and a half percent (1.5%) per month; or (b) the highest amount permitted by applicable law.

All amounts payable under these Terms are exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies, duties and/or governmental charges, except for taxes based upon Company’s net income.

There are no limitations on adjustment of Fees for any Renewal Terms or subsequent terms following the Initial Term and such Fees will be according to Company’s then current pricing, which Client will be notified about up to sixty (60) days before each Renewal Term.

Client is aware that additional capabilities of the Software are subject to additional Fees, at the prices listed in the Order.

Prohibited Uses.

Except as specifically permitted herein, without the prior written consent of Company, Customer must not, and shall not allow any User or any third party to, directly or indirectly: (i) copy, modify, create derivative works of, make available or distribute, publically perform, or display any part of the Software (including by incorporation into its products), or use the Software to develop any service or product that is the same as (or substantially similar to) it; (ii) sell, license, lease, assign, transfer, pledge, rent, sublicense, or share Customer’s rights under these Terms with any third party (including but not limited to offering the Software as part of a time-sharing, outsourcing or service bureau environment); (iii) use any “open source” or “copyleft software” in a manner that would require Company to disclose the source code of the Software to any third party; (iv) disclose the results of any testing or benchmarking of the Software to any third party; (v) disassemble, decompile, decrypt, reverse engineer, extract, or otherwise attempt to discover the Software’s source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms); (vi) remove or alter any trademarks or other proprietary right notices displayed on or in the Software; (vii) circumvent, disable or otherwise interfere with security-related features of the Software or features that enforce use limitations; (viii) export, make available or use the Software in any manner prohibited by applicable laws; and/or (ix) store or transmit any malicious code (i.e., software viruses, Trojan horses, worms, robots, malware, spyware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system) or other unlawful material in connection with the Software.

Personal Data.

Customer hereby warrants and represents that (a) it will provide all appropriate notices, and has obtained and will maintain all required informed consents and licenses and will maintain all ongoing legal bases, and (b) it will comply at all times with any and all applicable privacy and data protection laws and regulations (including, without limitation, the EU General Data Protection Regulation (“GDPR”)), for allowing Company to use and process the data (including metadata) in accordance with these Terms (including, without limitation, the provision of such data to Company (or access thereto) and the transfer of such data by Company to its affiliates, subsidiaries and subcontractors, including transfers outside of the European Economic Area), for the provision of the Services and the performance of these Terms .

To the extent that Customer needs a data processing agreement, Customer shall request Company, by email to: [email protected], to provide it with Company’s Data Processing Agreement (“DPA”) and shall return such DPA signed to Company as described therein.

Mutual Warranties.

Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and that the execution and performance of these Terms will not conflict with other agreements to which it is bound or violate applicable law.

Intellectual Property Rights.

The Software is not for sale and is Company’s sole property. All right, title, and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and/or related to the Software (and any and all improvements, modifications and derivative works thereof, including any integrations or resource extensions) and any other products, deliverables or services provided by Company, are and shall remain owned solely by Company or its licensors. These Terms do not convey to Customer any interest in or to the Software other than a limited right to use the Software in accordance herewith. Nothing herein constitutes a waiver of Company’s intellectual property rights under any law.

If Company receives any feedback (which may consist of questions, comments, suggestions or the like) regarding any of the Services (collectively, “Feedback”), all rights, including intellectual property rights in such Feedback shall belong exclusively to Company and such shall be considered Company’s Confidential Information. Customer hereby irrevocably and unconditionally transfers and assigns to Company all intellectual property rights it has in such Feedback and waives any and all moral rights that Customer may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Company at its sole discretion, and that Company in no way shall be obliged to make use of the Feedback.

Any anonymous information, which is derived from the use of the Services (i.e., metadata, aggregated and/or analytics information and/or intelligence relating to the operation, support, and/or Customer’s use, of the Software) which is not personally identifiable information and which does not identify Customer and/or Users (“Analytics Information”) may be used for providing the Service, for development, and/or for statistical purposes. Such Analytics Information is Company’s exclusive property.

As between the Parties, Customer is, and shall be, the sole and exclusive owner of all data and information inputted or uploaded to the Services by or on behalf of Customer or otherwise integrated with the Software via an API, or data belonging to Customer’s applications within the environment in which the Software is made available (“Customer Data”). Customer hereby grants Company and its affiliates a worldwide, non-exclusive, non-assignable (except as provided herein), non-sublicensable (except to Company’s subcontractors, if applicable), non-transferable right and license, during the Term, to host the Customer Data in Company’s servers, including without limitation for Company’s provision of the Software and/or Services hereunder.

Third Party Components.

The Software may use or include third party open source software, files, libraries or components that may be distributed to Customer and are subject to third party open source license terms. A list of such components is available on request and may be updated from time to time by Company. If there is a conflict between any open source license and the terms of these Terms, then the open source license terms shall prevail but solely in connection with the related third party open source software. Company makes no warranty or indemnity hereunder with respect to any third party open source software.


Each Party may have access to certain non-public information and materials of the other Party, in any form or media, including without limitation trade secrets and other information related to the products, software, technology, data, know-how, or business of the other Party, and any other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). Each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party’s Confidential Information from disclosure to a third party. The receiving party’s obligations under this Section, with respect to any Confidential Information of the disclosing party, shall not apply to and/or shall terminate if such information: (a) was already lawfully known to the receiving party at the time of disclosure by the disclosing party; (b) was disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving party has become, generally available to the public; or (d) was independently developed by the receiving party without access to, use of, or reliance on, the disclosing party’s Confidential Information. Neither Party shall use or disclose the Confidential Information of the other Party except for performance of its obligations under these Terms (“Permitted Use”). The receiving party shall only permit access to the disclosing party’s Confidential Information to its respective employees, consultants, affiliates, agents and subcontractors having a need to know such information in connection with the Permitted Use, who either (i) have signed a non-disclosure agreement with the receiving party containing terms at least as restrictive as those contained herein or (ii) are otherwise bound by a duty of confidentiality to the receiving party at least as restrictive as the terms set forth herein; in any event, the receiving party shall remain liable for any acts or omissions of such persons. The receiving party will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that it promptly notifies the disclosing Party in writing of such required disclosure to enable disclosing party to seek a protective order or otherwise prevent or restrict such disclosure and cooperates reasonably with disclosing party in connection therewith. All right, title and interest in and to Confidential Information is and shall remain the sole and exclusive property of the disclosing Party.


Company represents and warrants that, under normal authorized use, the Software shall substantially perform in conformance with its Documentation. As Customer’s sole and exclusive remedy and Company’s sole liability for breach of this warranty, Company shall use commercially reasonable efforts to repair the Software. The warranty set forth herein shall not apply if the failure of the Software results from or is otherwise attributable to: (i) repair, maintenance or modification of the Software by persons other than Company or its authorized contractors; (ii) accident, negligence, abuse or misuse of the Software; (iii) use of the Software other than in accordance with the Documentation; or (iv) the combination of the Software with equipment or software not authorized or provided by Company. OTHER THAN AS EXPLICITLY STATED IN THESE TERMS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, SERVICES AND THE RESULTS THEREOF ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY DOES NOT WARRANT THAT: (i) THE SOFTWARE AND/OR THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, OR (ii) THE SOFTWARE WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN SECTION ‎6 AND THIS SECTION ‎10, THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO PUBLIC NETWORKS OR CUSTOMER’S HOSTING SERVICES.




Company agrees to defend, at its expense, any third party action or suit brought against Customer alleging that the Software, when used as permitted under these Terms and the Order, infringes intellectual property rights of a third party (“IP Infringement Claim”); and Company will pay any damages awarded in a final judgment of a competent jurisdiction against Customer that are attributable to any such IP Infringement Claim, provided that (i) Customer promptly notifies Company in writing of such claim; and (ii) Customer grants Company the sole authority to handle the defense or settlement of any such claim and provides Company with all reasonable information and assistance in connection therewith, at Company’s expense. Company will not be bound by any settlement that Customer enters into without Company’s prior written consent.

If the Software becomes, or in Company’s opinion is likely to become, the subject of an IP Infringement Claim, then Company may, at its sole discretion: (a) procure for Customer the right to continue using the Software; (b) replace or modify the Software to avoid the IP Infringement Claim; or (c) if options (a) and (b) cannot be accomplished despite Company’s reasonable efforts, then Company may terminate these Terms and Company shall also provide a refund for any amount pre-paid by Customer for such returned Software for the remaining unused period of the license.

Notwithstanding the foregoing, Company shall have no responsibility for IP Infringement Claims resulting from or based on: (i) modifications to the Software made by a party other than Company or its designee; (ii) Customer’s failure to implement software updates provided by Company specifically to avoid infringement; or (iii) combination or use of the Software with equipment, devices or software not supplied by Company or not in accordance with the Documentation.

This Section ‎12 states Company’s entire liability, and Customer’s exclusive remedy, for any IP Infringement Claim.

Term and Termination.

These Terms shall enter into force and effect upon execution of an Order and shall remain in full force and effect for a period of one (1) year unless earlier terminated as set forth herein (the “Initial Term”). Following such Initial Term, these Terms shall be automatically renewed for successive one (1) year terms, at the then-applicable subscription fees, unless terminated earlier as set forth herein and/or unless either Party provides the other Party with at least thirty (30) days’ prior written notice of non-renewal (each a “Renewal Term” and together with the Initial Term, the “Term”).

Either Party may terminate these Terms with immediate effect upon written notice if (a) the other Party materially breaches these Terms and/or the Order and such breach remains uncured fifteen (15) days after having received written notice thereof; or (b) a receiver is appointed for the other Party, if the other Party makes a general assignment for the benefit of its creditors, or if the other Party commences proceedings under any bankruptcy or insolvency law.

Upon termination or expiration of these Terms: (i) the Software license granted to Customer under these Terms shall expire, and Customer shall discontinue any further use thereof; (ii) Customer shall immediately delete and dispose of all copies of the Documentation in Customer’s or any of its representatives’ possession or control; and (iii) Company may delete all Customer Data, but not Analytics Information. The provisions of these Terms (including the Order) that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive, including but not limited to Sections ‎9 and ‎11 hereof. The termination of these Terms shall not limit Company from pursuing any other remedies available to it under applicable law. Customer shall be responsible for downloading its Customer Data prior to termination of these Terms.


These Terms, including the Order, and any additional agreements referred hereto, represents the entire agreement between the Parties concerning the subject matter hereof, and replaces all prior and contemporaneous oral or written understandings and statements. Company reserves the right to modify these Terms at any time by sending you a notification and/or publishing the revised Terms on the Company website. Such change will be effective ten (10) days following the foregoing notification thereof, and Customer’s continued use of the Software thereafter means that Customer accepts those changes. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach shall not be deemed a waiver by that Party as to subsequent enforcement or actions in the event of future breaches. Any waiver granted hereunder must be in writing. If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions of these Terms shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable. Company may use the trademarks, service marks, trade names, service names, logos or other brand designations of Customer in any promotional material or other public announcement or disclosure to state that Customer is a customer of Company. Except as stated otherwise herein, these Terms are for the sole benefit of the parties hereto and nothing herein, express or implied, shall give, or be construed to give, any rights hereunder to any other person. Customer Party may assign its rights or obligations under these Terms without the prior written consent of Company. Company may freely assign its rights or obligations hereunder. Without derogating from and subject to the abovementioned, these Terms will bind and benefit each Party and its respective successors and assigns. These Terms shall be governed by and construed under the laws of the State of Israel, without reference to principles and laws relating to the conflict of laws. The competent courts of the city of Tel Aviv-Jaffa shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to these Terms. Notwithstanding the foregoing, each Party may seek equitable relief in any court of competent jurisdiction in order to protect its proprietary rights. Each Party irrevocably waives its right to trial of any issue by jury. These Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. Neither Party has any authority to enter into agreements of any kind on behalf of the other Party. Company will not be liable for any delay or failure to provide the Services resulting from circumstances or causes beyond the reasonable control of Company 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 Company. Notices to either Party shall be deemed given (a) four (4) business days after being mailed by airmail, postage prepaid, (b) the same business day, if dispatched by facsimile or electronic mail before 13:00 hour (Israel time) and sender receives acknowledgment of receipt, or (c) the next business day, if dispatched by facsimile or electronic mail after the hour 13:00 (Israel time) and sender receives acknowledgment of receipt.