- Definitions.
“Agreement” means these Terms and any Services Agreement.
“CodiQ” means CodiQ 4.0 Ltd. and/or any affiliate or subsidiary thereof explicitly designated as the service provider under the Services Agreement.
“Customer” means any customer listed in the Services Agreement.
“Customer Content” means any specifications or other user content entered into the CodiQ Platform, or otherwise provided to CodiQ, by the Customer or on its behalf.
“CodiQ Core Automation Components” means packaged source code of PLC and HMI which is utilized by the Generated Code and/or offered to Users as is during development of the PLC and HMI.
“CodiQ Designer Studio” means a PLC and HMI code designer and code generation application.
“Generated Code” means certain deliverable PLC and HMI source code and/or scripts generated by the CodiQ Designer Studio.
“CodiQ Platform” means, collectively, the CodiQ Designer Studio and the CodiQ Core Automation Components.
“Control Module” means a program module which controls a physical equipment or sensor (i.e. valves, motors, digital inputs, analog inputs, positioner), including any custom defined and logical program modules which participate in materials flow definition.
“Location” means a single manufacturing facility/location.
“Intellectual Property Rights” means all worldwide right, title and interest in and to all proprietary rights of every kind and nature pertaining to or deriving from any of the following, whether protected, created or arising under the laws of any jurisdiction: (a) rights in works of authorship, including copyrights, moral rights, mask works and copyright applications and registrations, and all databases and data collections, whether registered or unregistered, and including all applications, registrations and renewals of any such thing; (b) trademark and trade name rights and similar rights, including but not limited to all designs, logos or other source identifiers, whether registered or unregistered or at common law, all applications, registrations and renewals in connection therewith anywhere in the world, and all goodwill of the business or otherwise associated with any of the foregoing; (c) trade secret rights; (d) patent and industrial property rights and rights in patent applications, including renewals, extensions, combinations, divisions and reissues; (e) know-how, source code, object code, inventions, discoveries, improvements, concepts, ideas, methods, processes, designs, plans, schematics, drawings, formulae, recipes, manufacturing processes, customer and market lists, technical data, specifications, research and development information, technology and product or service roadmaps, data bases and other proprietary or confidential information (f) all computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code or other readable code, (g) all rights of publicity, rights of privacy and related rights; and (h) all causes of action, whether accruing before, on or after the effective date of the applicable Services Agreement, including all rights to and claims for damages, restitution, income, royalties, payments and other relief, with respect to the foregoing, the right to sue and recover damages and payments for past, present and future infringements or misappropriations thereof, the right to file applications for and to secure and maintain registrations or issuances in and make all related filings for any of the foregoing in any jurisdiction and any and all corresponding rights that now or hereafter may be secured throughout the world, and all copies and tangible embodiments thereof.
“Services” means the CodiQ Platform and any ancillary and professional services offered by CodiQ.
“Services Agreement” means, collectively, any Quote, Order Form and/or Services Agreement governing the Services provided to the Customer and consented to in writing by CodiQ and the Customer (including any contractual document substituting and/or accompanying the aforementioned documents – such as an MSA, Framework Agreement, SOW etc.).
“Users” means any of Customer’s personnel or Customer’s affiliates’ personnel who are specifically authorized by Customer to access the Services.
2. License to the CodiQ Designer Studio.
Subject to the Customer opting into the CodiQ Designer Studio services as part of the Services Agreement and subject to the Customer’s compliance with the terms and conditions of this Agreement, CodiQ hereby grants to the Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use, access and permit Users on its behalf to use and access, the CodiQ Designer Studio for the purposes outlined in the Services Agreements and on the conditions specified therein. All rights, including all Intellectual Property Rights, in the CodiQ Designer Studio not expressly granted hereunder are reserved to CodiQ (or its licensors) and Customer shall have no rights to use or exploit the CodiQ Designer Studio other than those rights expressly granted to Customer by CodiQ herein or in the applicable Services Agreement.
3. License to the Generated Code.
The CodiQ Designer Studio may generate for the Customer a certain Generated Code, subject to the terms of Section 2 herein. Such Generated Code is generated based on Customer Content and the utilization of the CodiQ Designer Studio functions.
Subject to the terms and conditions of this Agreement, CodiQ hereby grants to the Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use, access and permit Users on its behalf to use and access, the Generated Code for the purposes outlined in the Services Agreements and on the conditions specified therein. All rights, including Intellectual Property Rights, in the Generated Code not expressly granted hereunder are reserved to the Customer and Customer shall have no rights to use or exploit any Generated Code other than those rights expressly granted to Customer by CodiQ herein or in the applicable Services Agreement.
It is clarified that other CodiQ clients may use the CodiQ Designer Studio in a way which generates Generated Code which is similar to the Generated Code generated by Customer’s use thereof and nothing herein shall in any way restrict CodiQ from providing services to other clients and/or assigning or licensing all rights to any such Generated Code to said clients. Generated Code generated for the benefit of other clients shall be based solely on content and information provided by such other clients and nothing herein shall derogate from CodiQ’s confidentiality obligations to Customer and/or Customer’s rights to Customer Content.
Customer shall restrict use of the Generated Code generated under a single Order Form, including by any User or third party on its behalf, to a single Location and will not circumvent or attempt to override any of the usage rules or security mechanisms embedded within the Generated Code. Customer may not sublicense any rights in the Generated Code, provided that nothing herein shall be construed to prevent Customer from using any third party on its behalf in making use in the Generated Code solely for the purposes outlined in the Services Agreements and on the conditions specified therein.
It is clarified that CodiQ shall not have responsibility for any error or degradation of Services, including with respect to issues of compatibility and unresolved bugs, stemming from Customer’s modification of the Generated Code outputs.
4. License to CodiQ Core Automation Components.
The CodiQ Designer Studio and CodiQ may provide Customer with certain CodiQ Core Automation Components, subject to the terms of Section 2 and 3 herein. Such CodiQ Core Automation Components are developed by CodiQ to provide certain generic functionality and may be offered by the Generated Code or as in a standalone capacity.
Subject to the terms and conditions of this Agreement, CodiQ hereby grants to the Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use, access and permit Users on its behalf to use and access, the CodiQ Core Automation Components for the purposes outlined in the Services Agreements and on the conditions specified therein.
All rights, including Intellectual Property Rights, of the CodiQ Core Automation Components are reserved to CodiQ and Customer shall have no rights to use or exploit any CodiQ Core Automation Components other than those rights expressly granted to Customer by CodiQ herein or in the applicable Services Agreement. Client may not modify or copy the CodiQ Core Automation Components and can use them only in the scope of the Services Agreement. Without derogating from the foregoing, it is clarified that CodiQ shall not have responsibility for any error or degradation of Services, including with respect to issues of compatibility and unresolved bugs, stemming from Customer’s modification of the CodiQ Core Automation Components.
Customer may not sublicense any rights in the CodiQ Core Automation Components, provided that nothing herein shall be construed to prevent Customer from using any third party on its behalf in making use of the CodiQ Core Automation Components solely for the purposes outlined in the Services Agreements and on the conditions specified therein.
5. Support and Maintenance.
Subject to the Customer opting into the support and maintenance services as part of the Services Agreement and subject to the Customer’s compliance with the terms and conditions of this Agreement, CodiQ will provide Customer with standard support services in accordance with CodiQ’s Service Level Agreement attached herein as Annex A (the “SLA”).
It is clarified that CodiQ shall not have responsibility for any error or degradation of Services, including with respect to issues of compatibility and unresolved bugs, stemming from Customer’s opting out of CodiQ’s Support and Maintenance Services.
6. Fees and Payments
In consideration for the Services and rights granted herein, Customer shall pay CodiQ the amounts as listed in the Services Agreement (the “Fees”). Except to the extent set forth otherwise in the Order Form, amounts due hereunder do not include VAT and other taxes, and Customer shall make payment in respect of such taxes in addition to other amounts due hereunder. Late payments shall bear interest at the rate of 12% per annum. Except to the extent expressly stated otherwise, all amounts in this Agreement are stated and payable in United States Dollars.
It is clarified that failure by Customer to make all payments in respect of the aforesaid Services in a timely manner shall entitle CodiQ to suspend any such Services, provided 30 days have passed since any such overdue payment has become due and payable.
7. Restrictions and Obligations>
The Customer undertakes that: (i) it will not allow any User account in the CodiQ Designer Studio to be used by more than one individual unless it has been reassigned in its entirety to another individual, in which case the prior User shall no longer have any right to access or use the CodiQ Designer Studio; (ii) each User shall keep a secure password for his or her use of the CodiQ Designer Studio ; and (iii) it will be responsible for any violation of the Agreement by any of its Users. For the Cloud deployments of CodiQ Designer Studio, managed by CodiQ, Customer undertakes to obtain the consent of Users to the Privacy Policy found in: https://codiq.io/privacy-policy.
Except as set forth expressly herein, Customer shall not, and shall not allow any User or third party to: (a) rent, lease, modify, copy, loan, transfer, sublicense, distribute or create derivative works of the CodiQ Platform or Services; (b) disassemble, reverse engineer, attempt to find the underlying code of, or decompile the CodiQ Platform or Services; (c) circumvent any security mechanisms of the Services; or (d) remove or obscure any copyright or other notices from the CodiQ Platform or Services; (e) use the CodiQ Platform and/or the Services to “stalk” or otherwise harass another person or collect or store unauthorized personal data in relation to any individual; (f) use the CodiQ Platform or Services to transmit or distribute any unsolicited or unauthorized advertising, marketing or promotional material or other form of solicitation (spam); (g) transmit or distribute any virus and/or other code that has contaminating or destructive elements; and/or (h) otherwise engage in any unlawful activity; and/or (i) attempt to override or circumvent any of the usage rules embedded into the CodiQ Platform. To the extent any of the restrictions set forth in this section are not enforceable under applicable law, Customer will inform CodiQ in writing in each instance prior to engaging in the activities set forth above.
Notwithstanding anything to the contrary these Terms of Service or any Services Agreement, in no event shall Customer use or access the CodiQ Platform or any Services in order for Customer to provide any software or services similar to or otherwise competitive with the CodiQ Platform or any Services.
8. Representations.
Each party represents and warrants that it has full corporate power and authority to execute this Agreement and to perform its obligations hereunder; and that all corporate action necessary for the authorization, execution, delivery and performance of this Agreement by it have been taken. CodiQ represents and warrants that, to its knowledge, the CodiQ Platform does not infringe the Intellectual Property Rights of any third party. Customer represents and warrants that the Customer Content (a) does not infringe the Intellectual Property Rights of any third party, (b) is not subject to any restrictions by third parties, (c) does not and shall not contain any defamatory, libelous, obscene or other harmful or offensive content; and (d) does not and shall not violate any applicable law or regulation.
9. Intellectual Property.
Subject to the aforesaid licenses, CodiQ has all right, title and interest in and to the CodiQ Platform, including all enhancements, improvements and modifications thereof, and all right, title and interest in and to Generated Code, as well as all Intellectual Property Rights in any and all of the foregoing (Collectively, the “CodiQ IP”). Customer acknowledges and agrees that the Intellectual Property Rights of CodiQ and its licensors in and to all CodiQ IP are not transferred, assigned or affected in any way as a result of Cuistomer’s access to and use thereof.
CodiQ may further develop, improve and enhance the CodiQ Platform including using machine learning and such improvements, modifications or enhancements to the CodiQ Platform developed by Company including by the processing of Customer Content, shall constitute the exclusive property of Company.
To the extent that the ownership of the CodiQ IP does not already vest with CodiQ, the Customer hereby assigns (and will assign) all right, title and interest in and to the CodiQ IP to CodiQ and waives (and will waive) all moral rights therein and thereto. In addition, It is expressly agreed that all rights, title and interest, including all Intellectual Property Rights, to all suggestions, enhancement requests, recommendations or other feedback provided by Customer or any User relating to the CodiQ Platform, Services and/or Generated Code or other CodiQ IP (“Feedback”) is owned by CodiQ. Customer hereby assigns and conveys to Customer any and all rights and interests, including Intellectual Property Rights, in any such Feedback. To the extent that such assignment is held to be invalid or unenforceable, Customer hereby grants to CodiQ a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate any Feedback into the CodiQ IP..
Customer and/or its licensors, as applicable, are the exclusive owners of Customer Content. The Customer hereby grants to CodiQ a royalty free, non-exclusive license to use, access and permit personnel on its behalf to use and access, the Customer Content solely for the purpose of providing the Services.
If the CodiQ Platform, or parts thereof, becomes, or in CodiQ’s reasonable opinion may become, the subject of an infringement claim, CodiQ may, at its option, either (i) procure for Customer the right to continue using the CodiQ Platform, (ii) modify or replace the CodiQ Platform with substantially equivalent non-infringing products, or (iii) if the foregoing remedies are not reasonably available, terminate this Agreement upon immediate prior written notice.
10. Confidentiality.
Either party (“Disclosing Party”) may disclose to the other party (“Receiving Party”) certain confidential or proprietary information of the Disclosing Party which is marked as ‘confidential’ or ‘proprietary’ or should be reasonably construed as such (“Confidential Information”). The Receiving Party agrees to keep confidential and not disclose or use any Confidential Information except to comply with its obligations in the Agreement and as otherwise allowed herein, and all subject to applicable law. Confidential Information shall not include information that the Receiving Party can show: (a) was already lawfully known to the Receiving Party, (b) was independently developed by the Receiving Party without access to or use of Confidential Information, (c) was received from any third party without restrictions, (d) is publicly and generally available, free of confidentiality restrictions, or (e) is required to be disclosed by court order or law, provided that the Receiving Party provides the Disclosing Party with prompt notice of such requirement and cooperates (at the expense of the Disclosing Party) in order to minimize such requirement, to the fullest extent permitted by such order or applicable law. The Receiving Party shall restrict disclosure of Confidential Information of the Disclosing Party to those of its employees and/or independent contractors and/or any third parties on its behalf, with a reasonable need to know such information for the purposes outlined herein. For the avoidance of doubt: the terms of this Agreement are the Confidential Information of both parties. The Customer Content is the Confidential Information of the Customer. The confidentiality obligations hereunder shall survive indefinitely following the termination or expiration of the Agreement for any reason. Following the termination or expiration of this Agreement, the Receiving Party shall, at Disclosing Party’s discretion, return or destroy any Confidential Information in its possession or control and provide the Disclosing Party written confirmation thereof; provided that: (i) one copy of any information may be maintained for audit and/or regulatory purposes in accordance with applicable law, and (ii) Receiving Party will not be required to destroy or return information that is contained on back-up media and other storage devices that are not readily accessible in the ordinary course of business. Such retained information shall continue to be subject to the foregoing obligations, for as long as such information is in the Receiving Party’s possession or control. Confidential Information may be disclosed as part of, or during negotiations of, any merger, sale of company shares and/or assets or acquisition and provided that any recipients are subject to reasonable confidentiality undertakings no less stringent than those set out herein. Without limiting the generality of the foregoing, neither party shall use Confidential Information disclosed by the Disclosing Party in competition with the Disclosing Party; nor shall either party assist a third party to compete against the other by use of any Confidential Information disclosed in accordance with this Agreement. This prohibition on the use of Confidential Information in competition with the Disclosing Party is not subject to any time restriction and shall survive until the Confidential Information is or becomes publicly known, through publication or otherwise, through no wrongful act of the Receiving Party.
11. Indemnification.
11.1 CodiQ Indemnification Obligations. CodiQ shall defend, indemnify and hold Customer harmless from and against any and all damages, costs, losses, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) which Customer may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party against Customer arising from any claims that the CodiQ Platform infringes the Intellectual Property Rights of a third party (an “Infringement Claim”) in accordance with the provisions of this Section 11.1.
If any CodiQ IP becomes, or in CodiQ’s opinion is likely to become, the subject of an Infringement Claim, CodiQ may, at its option and expense, do one of the following: (i) procure the right for Client to continue using such CodiQ IP; (ii) replace or modify such CodiQ IP so that such CodiQ IP become non-infringing without loss of substantial functionality; or (iii) if CodiQ is unable to accomplish either (i) or (ii) despite using its commercially reasonable efforts, suspend Customer and any User’s access to all or part of such CodiQ IP and give Customer a refund for fees paid in advance for any CodiQ IP that thereby becomes unavailable to Customer, less a pro-rata portion of such fees for the time that Customer had access to the applicable CodiQ IP. Notwithstanding anything else set forth herein or any Services Agreement, CodiQ will have no obligation with respect to any Infringement Claim based on any one or more of the following: (A) any use of CodiQ IP in violation of these Terms of Service or any Services Agreement or other than as specified in the then current version of user documentation provided by CodiQ; (B) any combination, operation or use of CodiQ IP with other products, equipment, software, hardware data, or business processes (including without limitation, Customer IP) not supplied by CodiQ, if a claim would not have occurred but for such combination, operation or use; (C) any use of any release of CodiQ IP other than the most current release made available to Customer, if a claim would not have occurred but for such use of the non-current release; (D) any modification to CodiQ IP by anyone other than Customer not approved or authorized in advance by CodiQ in writing, or (E) the circumstances described in section 13.4 herein.
11.2 11.2. Customer Indemnification Obligations. Customer shall indemnify, defend and hold harmless CodiQ and its respective employees, representatives and agents, from and against any third party claims and proceedings, and related loss, damage, liability and expense (including reasonable legal costs), arising out of or resulting from the infringement, or the alleged infringement, by Customer of a third party’s Intellectual Property Rights, as well as confidentiality or privacy rights, relating to the information provided by it in connection with this Agreement, including the Customer Content. Customer shall not have any obligation or liability to the extent any claim is strictly the result of CodiQ’s negligence or breach of this Agreement.
11.3 11.3. Procedure. The obligations of either party to provide indemnification under this Agreement will be contingent upon the indemnified party (i) providing the indemnifying party with prompt written notice of any claim for which indemnification is sought, (ii) reasonably cooperating with the indemnifying party (at the indemnifying party’s expense), and (iii) allowing the indemnifying party to control the defense and settlement of such claim, provided that no settlement may be entered into without the consent of the indemnified party if such settlement would require any action on the part of the indemnified party other than to cease using any allegedly infringing or illegal content or services. Subject to the foregoing, an indemnified party will at all times have the option to participate in any matter or litigation through counsel of its own election at its own expense.
12. Disclaimer.
CODIQ EXPRESSLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES IN RESPECT OF THE CODIQ PLATFORM, GENERATED CODE, CODIQ CORE AUTOMATION COMPONENTS AND SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
CUSTOMER FURTHER UNDERSTANDS THAT GENERATED CODE IS GENERATED BASED ON CUSTOMER CONTENT AND INPUT WITHOUT ANY ACTIVE PARTICIPATION BY CODIQ. AS SUCH: (I) CODIQ DOES NOT MAKE ANY WARRANTY IN RESPECT OF THE USE OF THE GENERATED CODE, EXPRESSLY DISCLAIMS ALL RESPONSIBILITY ARISING FROM SUCH USE, AND (II) CUSTOMER HEREBY WAIVES ALL CLAIMS AGAINST CODIQ CONCERNING THE VIOLATION OF INTELLECTUAL PROPERTY RIGHTS IN AND TO THE GENERATED CODE BY OTHER SUCH GENERATED CODE AND/OR CONTENT GENERATED THROUGH THIRD PARTY’S USE OF THE SOLUTION.
CODIQ DISCLAIMS ALL LIABILITY TO CUSTOMER OR ANY USER AND ANY OF THEIR RESPECTIVE AFFILIATES THAT MAY RESULT FROM CUSTOMER’S AND ANY USER’S USE OF THE CODIQ PLATFORM, SERVICES, AND/OR GENERATED CODE, INCLUDING FROM ANY FAILURE OR MALFUNCTION, AS WELL AS ANY MISUSE BY CUSTOMER’S EMPLOYEES, CONTRACTORS OR OTHER RELATED THIRD PARTIES. ANY STATEMENTS OF FACT, DESCRIPTIONS, PROJECTIONS, ESTIMATES OR OTHER STATEMENTS EXPRESSED IN ANY SERVICES AGREEMENT OR OTHERWISE BY CODIQ IN CONNECTION WITH ANY SERVICES AGREEMENT SHALL NOT BE DEEMED TO CONSTITUTE A WARRANTY OF THE CODIQ PLATFORM, ANY OTHER SERVICES OR ANY PART THEREOF.
ANY RELIANCE ON OR DECISION BY CUSTOMER ARISING OUT OF ITS USE OF AND ACCESS TO THE CODIQ PLATFORM, SERVICES AND/OR GENERATED CODE IS CUSTOMER’S SOLE RESPONSIBILITY. CODIQ, ITS OFFICERS, OWNERS, EMPLOYEES, AND AGENTS SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY ACT OR OMISSION BY CUSTOMER OR ANY USER ARISING OUT OF OR RELATED TO ANY SUCH RELIANCE OR DECISION.
13. Limitation of Liability.
13.1 IN NO EVENT SHALL EITHER PARTY (OR ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS OR EMPLOYEES) HAVE ANY LIABILITY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
13.2 THE ENTIRE LIABILITY OF EITHER PARTY (OR ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS OR EMPLOYEES) UNDER THE AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT THE CUSTOMER HAS ACTUALLY PAID TO CODIQ IN RESPECT OF THE SERVICES IN THE 12 MONTHS PRIOR TO THE APPLICABLE CLAIM.
13.3 THE FOREGOING LIMITATIONS SHALL NOT APPLY IN THE CASE OF FRAUD, MISCONDUCT, AN INTENTIONAL BREACH OF THE AGREEMENT, OR IN CONNECTION WITH THE PARTIES’ INDEMNIFICATION OBLIGATIONS.
13.4 13.4. UNDER NO CIRCUMSTANCES WILL CODIQ HAVE ANY LIABILITY, WHETHER FINANCIAL, LEGAL OR OTHERWISE, FOR DAMAGES OR LOSSES TO THE EXTENT SUCH DAMAGES OR LOSSES ARISE, IN WHOLE OR IN PART, OUT OF (I) THE GENERATED CODE; (II) THE COMBINATION, OPERATION OR USE OF THE SOLUTION, GENERATED CODE, CODIQ CORE AUTOMATION COMPONENTS, AND/OR SERVICES WITH ANY OTHER SOFTWARE, HARDWARE, APPLICATION OR PROCESS WHERE THE SOLUTION AND/OR SERVICES WOULD NOT BY THEMSELVES BE INFRINGING; (III) COMPLIANCE WITH DESIGNS, DATA, MATERIALS, INSTRUCTIONS OR SPECIFICATIONS PROVIDED BY CUSTOMER AND/OR USERS; (IV) USE OF THE SERVICES BY CUSTOMER AND/OR USERS IN VIOLATION OF THIS AGREEMENT; OR (V) THE USE OF THE CUSTOMER CONTENT.
14. Force Majeure.
CodiQ will not be liable for any default or delay in its performance of its obligations under this Agreement to the extent caused by, and only for the duration of, a natural disaster, act of God, act of war or terrorism, riot, third-party labor strike, pandemic or other occurrence beyond its reasonable control provided that CodiQ party makes all reasonable efforts to comply with its obligations despite the occurrence. CodiQ shall, as soon as reasonably practicable, notify the Customer of the occurrence of a force majeure event and its expected duration and impact on its performance under the Agreement.
15. Term and Termination.
These Terms shall be effective for the period outlined in the Services Agreement. If the Services Agreement does not specify such a period, then the Services Agreement and these Terms shall commence upon the date of the Services Agreement and continue to be in effect for a period of 1 year thereafter (the “Initial Term”).
Unless stated otherwise in the Services Agreement, these Terms and the Services Agreement shall automatically renew for consecutive 1-year periods, unless terminated by either party with prior written notice of 30 days before the end of the Initial Term or any consecutive renewal periods. The Initial Term and any consecutive renewal period shall be collectively referred to as the “Term”.
Except as otherwise set forth herein, each party may terminate these Terms and the Services Agreement: (a) immediately in case of breach by the other party by written notice to the breaching party, provided such breach has not been cured within 30 days of being notified thereof; or (b) in the event the other party: (i) makes a general assignment for the benefit of its creditors, (ii) applies for, consents to, or acquiesces to the appointment of a receiver, trustee, custodian, or liquidator for its business or assets, or (iii) files, consents to, or acquiesces in a petition seeking relief or reorganization under any bankruptcy or insolvency laws.
Upon termination of the Agreement for any reason Customer shall cease the use of the CodiQ Platform and Services. Section 7 – 18will survive expiration or termination of this Agreement for any reason.
16. Publicity.
CodiQ shall have the right to include a reference to the Customer, its official name and logo on its website, marketing literature, labelling and in its promotional materials.
17. Miscellaneous.
17.1 Order of Precedence. Unless explicitly stated otherwise in a document signed by the Customer and CodiQ – In case of any inconsistency between the Services Agreement, these Terms, the SLA and/or Privacy Policy (found in: https://codiq.io/privacy-policy), the following order of precedence shall apply: (i) the Privacy Policy, (ii) the SLA, (iii) the Services Agreement, and (iv) these Terms. Notwithstanding the foregoing, any terms defined hereunder shall exclusively apply to the interpretation of these Terms.
17.2 Notices. Any and all notices and communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally or by mail or courier or, with respect to Customer, to the email address of Customer provided to CodiQ, including without limitation, upon registration to the CodiQ Platform.
17.3 Relationship of Parties. CodiQ and the Customer, including any of its Users, are and intend to remain independent parties. Nothing contained in this Agreement shall be deemed or construed to create the relationship of principal and agent or of partnership or joint venture, and neither party shall hold itself out as an agent, legal representative, partner, subsidiary, joint ventures, servant or employee of the other.
17.4 Entire Agreement; Modification, Amendment, Waiver; Severability. The Agreement and its exhibits constitute the entire and sole agreement and understanding between the parties hereto with respect to the subject matter hereof and supersede any prior or contemporaneous understanding, agreements, representations or warranties, whether oral or written, with respect to the subject matter. No party shall be deemed to have waived compliance by any other party with any provision of the Agreement unless such waiver is in writing, and the failure of any party at any time to enforce any of the provisions of the Agreement shall in no way be construed as a waiver of such or any other provision and shall not affect the rights of any party thereafter to enforce such provisions in accordance with their terms. No waiver of any breach of any provision of the Agreement shall be deemed the waiver of any subsequent breach thereof or of any other provision of the Agreement. In the event that any provision of the Agreement is held invalid or unenforceable in any circumstances by a court of competent jurisdiction, such section shall be interpreted to give maximum effect to its terms as possible under law, and the remainder of the Agreement, and the application of such provision in any other circumstances, shall not be affected thereby.
17.5 Assignment; Successors. The Customer shall not assign any of its rights or obligations hereunder without the prior written consent of CodiQ, and any assignments in violation of the foregoing shall be void. CodiQ may assign its rights or obligations hereunder.
18. Governing Law.
The Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Israel without regard to principles of conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods is hereby disclaimed. Any action, suit or other proceeding arising under or relating to the Agreement shall be brought in a court of competent jurisdiction in the city of Tel-Aviv, and the parties hereby consent to the sole jurisdiction of such courts. Notwithstanding the foregoing, CodiQ may seek injunctive relief in any jurisdiction to enforce the Agreement.