This Subscriber Agreement (this “Agreement”) is entered into by and between Prys Ltd.(“we” or the “Company”) and the organization agreeing to the terms of this Agreement (“you” or the “Customer”). The Agreement covers your use of any of the services (the “Services”) offered by the Company, offered through an application(the “App”) and website:https://www.prys.io (the “Site”) .
Please read the requirements of this Agreement carefully. Your use of any of the Services constitutes your agreement to comply with the terms of this Agreement. You can access this Agreement at any time at https://www. prys.io/terms-of-use.
This Agreement applies to you, and any employees, agents, or affiliates, who are authorized by you to use the Services, but you shall remain responsible for any of their acts or omissions in relation to the Services.
If you cannot agree to and comply with this Agreement and its requirements, you are expressly prohibited from use of the Services and must exit the App or the Site.
Subscription to Services
Subject to your continued compliance with the terms and conditions of this Agreement, the Company will grant you a revocable, non-exclusive, non-sublicensable, non-transferable right to access and use the Services solely for your internal business purposes.
The Company shall make the Services available to you pursuant to this Agreement during the applicable Subscription Term or Renewal Term, as defined below, all in accordance with this Agreement. The Services will include the features and functionality detailed in the App or the Site. The Company may update the content, functionality, and user interface of the Services from time to time in its sole discretion.
The Services are provided by the Company for no charge, unless upgraded to the Premium Version, as defined herein. “Premium Version” means an upgrade to a standard single-user subscription that adds premium subscription benefits, as may be designated from time to time and detailed in this Agreement.
You acknowledge that the Company may, from time to time, auto update the Services (which may include adding or removing functionality) without a prior notification.
To use the Services and the App or the Site you must be, and you hereby represent and warrant that you are competent to agree to this Agreement.
If the Company has previously prohibited you from accessing or using the Services and the App or the Site, you are not permitted to access or use the Services and the App or the Site.
You warrant that: (a) this Agreement is legally binding upon you and enforceable in accordance with its terms; (b) you have obtained all legally required consents and permissions for the submission and processing of personal data through the Services; and (c) the transfer and processing of User Data, as defined below, under this Agreement is lawful.
To access the Services, you must register for an account by creating a username and password, at the link in the Site or the App (the “Account”), which shall include your details, inter-alia: First name and Last name, app URL or Google sign-in. In addition, to enjoy our Services you must also: (1) Grant the App or the Site permission to access your data on Google Analytics and, (2) Issue a revocable API access token to the App or the Site through Shopify partners API. You agree to provide us with accurate, complete, and current registration information about yourself.
By registering for an Account, you agree that you are fully responsible for all activities that occur under your username and password. It is your responsibility to ensure that your password remains confidential and secure.
We may assume that any communications that the Company receives under your Account have been made by you. If you are an entity, you confirm that the person detailed in your Account has the authority to make decisions on behalf of such entity and are authorized to make decisions on behalf of such entity and agree that the Company is entitled to rely on your instructions.
You agree to notify the Company if you become aware of any unauthorized use of or access to your Account. The Company may require you to provide information that may be used to confirm your identity and help ensure the security of your Account.
The Company will not be liable for any loss, damages, liability, expenses, or attorneys’ fees that you may incur as a result of someone else using your username, password or Account, with or without your knowledge and/or authorization, and regardless of whether you have or have not advised the Company of such unauthorized use.
In the event that you lose your username or password or otherwise request information about an account, the Company reserves the right to request any verification it deems necessary before restoring access to or providing information about such Account in its sole discretion.
You will not, nor will you authorize or assist others to: (i) circumvent, disable or otherwise interfere with security-related features of the Services or features that enforce limitations on use of the Services, (ii) disassemble, reverse engineer, modify, translate, alter or decompile all or any portion of the Services or otherwise discern the source code of the Services, (iii) use the Services on a service bureau or time sharing basis or to provide services to third parties, (iv) distribute, copy, rent, lease, sublicense, assign, sell or otherwise transfer the Services or any of your rights therein, (v) violate or abuse password protections governing access to the Services, (vi) interfere or attempt to interfere with the integrity or proper working of the Services, (vii) use the Services in any unlawful manner or in breach of this Agreement, (viii) use the Company’s name, logo or trademarks without its prior written consent, (ix) use the Services in order to conduct any comparisons, competitive analysis, penetration testing, vulnerability assessment, aimed identified security vulnerability, or other benchmarking activities, either alone or in connection with any other Services or hardware without the prior written consent of the Company, (x) Distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes, (xi) use the Services or any information posted on the App or the Site for any commercial purpose, including without limitation: (I) distribution; (II) resale; (III) rental; (IV) lease; or (V) display; and/or (x) use the Services other than as permitted herein.
You may not post on the App or the Site any content that may: (i) violate any applicable law, any third party’s intellectual property rights, or anyone’s right of privacy or publicity; (ii) be deceptive, fraudulent, illegal, obscene, pornographic, defamatory, libelous or threatening, constitutes hate speech, harassment, or stalking; (iii) contains any personal information of minors or of anyone that has not given their prior approval to such post; (iv) contain any sensitive personal information; (v) contain viruses, bots, worms, or similar harmful materials.
You may not utilize the Services or App or the Site to carry out, promote or support: (i) any unlawful or fraudulent activities; (ii) impersonation of another person or entity or misrepresentation of an affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others; (iii) activities that are defamatory, libelous or threatening, constitute hate speech, harassment, or stalking; (iv) publishing or posting other people’s private or personal information without their express authorization and permission; (v) sending unsolicited communications, promotions advertisements, or spam; (vi) publishing or linking malicious content intended to damage or disrupt another user’s browser or computer; or (vii) promoting or advertising products or services other than your own without appropriate authorization.
If the Company believes you are abusing the App or the Site or the Services in any way, it may, in its sole discretion and without limiting other remedies, take technical or legal steps to prevent or limit you from using the App or the Site and our Services.
You expressly acknowledge that the Company solely and exclusively owns any and all worldwide right, title and interest in and to the App and the Site and Services, including all worldwide intellectual property rights therein, and including any modifications, enhancements, updates, upgrades and derivative works thereof. You will not delete, remove, obscure or in any manner alter the copyright, trademark, and the Company’s or any other third parties’ intellectual proprietary rights notices appearing on or in the App and the Site and Services or any component thereof. You expressly acknowledge that the App and the Site and Services may include third party components, which shall be used by you solely in conjunction with the App and the Site and Services and shall not be used for any other purpose without the prior written consent of Company.
While using the Services, certain User Data, as defined below, will be made available to the Company. You hereby grant Company a royalty-free, fully-paid, irrevocable license to use, process, display, copy and store the User Data in order to (i) provide the Services to you; and (ii) to make improvements to the Services. You acknowledge that the Services do not operate as an archive or file storage service. You are solely responsible for the backup of User Data, and you alone should implement back up plans and safeguards appropriate for its requirements.
The Company shall implement and maintain administrative, organizational, and technical safeguards designed for the protection, confidentiality, and integrity of User Data.
In order to provide you with the Services, you enable the Company access to data gathered by third party software (such as Google Analytics and Shopify API as described above). You hereby declare that such was collected in a legal manner, after obtaining the consent of all involved to the collection of such data and for its use in the Services and/orin accordance with the provisions of this Agreement, and that you are legally entitled to transfer such data to the Company.
INTERNATIONAL DATA TRANSFERS (EU DATA SUBJECTS)
EU and UK User Data may be transferred to, and stored and processed at, a destination outside the European Economic Area (EEA). This includes transfer to Company’s headquarters in Israel, a jurisdiction deemed adequate by the EU Commission, and to the USA, not currently deemed adequate. The Company transfers User Data to locations outside of the EEA, including in particular USA and Israel, in order to:
store or backup the information;
enable us to provide you with the Services and fulfil our contract with you;
fulfil any legal, audit, ethical or compliance obligations which require us to make that transfer;
facilitate the operation of our group businesses, where it is in our legitimate interests and we have concluded these are not overridden by your rights;
to serve our clients across multiple jurisdictions; and
to operate our affiliates in an efficient and optimal manner.
Where your User Data is transferred outside of the EEA, the Company will take all steps reasonably necessary to ensure that your Data is subject to appropriate safeguards, including entering into data protection agreements that require the recipients to adhere to data protection laws and adequate data security.
The Company undertakes that the Services will be provided in accordance with the Services’ documentation. The undertaking in this Section 7 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Services’ documentation, or modification or alteration of the Services by any party other than the Company or in breach of this Agreement. If the Services do not conform to the foregoing undertaking, the Company will, at its expense, use all reasonable commercial efforts to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in this Section 7.
Subject to the foregoing, the Company: (i) does not warrant that your use of the Services will be uninterrupted or error-free; nor that the Services’ documentation and/or the information obtained by you through the Services will meet your requirements; and (ii) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, or related to any services provided by third parties.
Term and Termination
You may cancel your subscription online
This Agreement shall become effective on the earliest of (a) the date you indicate your agreement below by clicking that acceptance button; and (b) your use of the Services (the “Subscription Start Date”) and shall remain effective for the period chosen when creating the Account or for as long as you use the Services (the “Subscription Term”).
You agree that the Subscription Term will automatically renew on a monthly basis for as long as you use the Services (the “Renewal Term”).
You must cancel the Premium Subscription prior to the Renewal Term in order to avoid billing of the next period’s Subscription Fees.
e prior to the Renewal Term, by going into your Account settings and following the instructions provided. If you choose to cancel your subscription during the Subscription Term, you may use the Services until the end of your then-current Subscription Term or Renewal Term, but will not be issued a refund for the most recently (or any previously) charged fees.
The Company may suspend or terminate the Subscription Term if you are using the Services in a manner that violates laws, rules or regulations or creates an excessive burden or potential adverse impact on it.
Upon termination or expiration of this Agreement, you shall have no more right to use the Services under this Agreement and you will cease all use of the Services. In the event of termination of this Agreement, the Company may, without liability to Company, disable your passwords, accounts and access to all or part of the Services.
Upon termination or expiration of this Agreement, the Company will cease all use of the User Data and delete any and all copies of the User Data from its systems.
Any provisions hereof which expressly or by their nature are required to survive termination or expiration of this Agreement in order to achieve their purpose shall so survive until it shall no longer be necessary for them to survive in order to achieve that purpose. Without derogating from the generality of the foregoing, Sections 4, 5, 8.6, 8.7, 8.8, 10, 11, 12, 15, 17 and 19.3, shall survive any expiration or termination of this Agreement.
Pricing and Payment
If you will choose the Premium Version, you shall pay the applicable subscription fees specified in the Account (the “Subscription Fees”) shall be paid for the Services, at such times and for such periods as set forth therein.
If not otherwise specified, all Subscription Fees shall be automatically payable at the beginning of each Subscription Term or Renewal Term according to the payment details determined when creating the Account. All amounts payable hereunder shall not be subject to any set-off or deduction. All Subscription Fees are exclusive of any applicable taxes, duties and similar governmental charges, and you are responsible for payment of all such amounts, including sales tax, value added tax (VAT), withholding taxes, export, import and other duties imposed by any governmental agency in connection with this Agreement.
Payment obligations are non-cancelable, and Subscription Fees paid are non-refundable unless otherwise provided herein.
Subscription Fees are based on monthly periods that begin on the Subscription Start Date, as defined above, and each monthly anniversary thereof, all as determined in the Account.
The Company reserves the right to revise fee rates and/or the billable amount structure for the Services at any time and will provide you with notice of any such changes at least twenty (20) days prior. The Company may charge you the then-current pricing if you change your subscription plan.
Limited Warranties; Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED BY THE COMPANY TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THE COMPANY, MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICES AND SPECIFICALLY DISCLAIMS THE WARRANTIES OF TITLE, MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TO THE MAXIMUM EXTENT POSSIBLE BY LAW.
YOU ACKNOWLEDGE THAT THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE,PRECISE, ACCURATE, OR ERROR-FREE. YOU ACKNOWLEDGE AND AGREE THAT SERVICES ARE BASED ON COMPANY’S INTERNAL PROCESSES AND EVALUATIONS ONLY. YOU HAVE SOLE RESPONSIBILITY FOR ANY ACTIONS OR DECISIONS TAKEN IN RELIANCE ON THE SERVICES, AND THE COMPANY WILL NOT BE LIABLE FOR ANY DECISION OR ACTION MADE BY YOU IN RELIANCE OF THE SERVICES. THE COMPANY IS ALSO NOT RESPONSIBLE FOR AND DISCLAIMS ALL LIABILITY RELATED TO DELAYS, DELIVERY FAILURES, INTERCEPTION, ALTERATION, OR OTHER DAMAGE RESULTING FROM MATTERS OUTSIDE OF ITS CONTROL, INCLUDING PROBLEMS INHERENT IN THE USE OF THE INTERNET, MOBILE AND PERSONAL COMPUTING DEVICES, TRANSMISSION OF ELECTRONIC COMMUNICATIONS OVER THE INTERNET OR OTHER NETWORKS, AND THIRD-PARTY HOSTING SERVICE PROVIDERS.
You are solely responsible for proper configuration of all databases used with the Services.
Limitation of Liability
THE COMPANY’S TOTAL CUMULATIVE LIABILITY FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT WILL BE LIMITED TO AND WILL NOT EXCEED THE LOWER OF (A) THE SUBSCRIPTION FEES PAID TO COMPANY PURSUANT TO THIS AGREEMENT DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND (B) US$50.
IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, GOODWILL, BUSINESS, PROFITS, USE OF MONEY, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), FINES OR OTHER PENALTIES FOR NONCOMPLIANCE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE COMPANY (AND ITS LICENSORS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
The provisions of this Section 11 allocate the risks under this Agreement between the parties, and the parties have relied on these limitations in determining whether to enter into this Agreement.
Each party agrees to keep confidential and to use only for purposes of performing its obligations under this Agreement, any proprietary or confidential information of the other party disclosed pursuant to this Agreement which is marked as confidential or is identified at the time of disclosure as confidential or which would reasonably be considered confidential or proprietary in nature. The obligation of confidentiality shall not apply to information which is publicly available through authorized disclosure, was already known to the receiving party prior to disclosure of confidential information to it or which is required by law, stock exchange rules and regulations, government order or request to be disclosed (provided that the receiving party shall give written notice to the other party prior to such disclosure and an opportunity, at the objecting party’s expense, to take legal steps to resist or narrow such request). You acknowledge that the Services shall be deemed as Company’s confidential information. For clarification purposes, you shall be solely responsible and liable for the activity that occurs in your Account.
The receiving party shall not be prevented from disclosing any or all of the confidential information to any of its directors, officers, employees, advisors, agents and consultants (the “Representatives”) as are required to have knowledge thereof for the purposes of this Agreement, provided that each such Representative is bound by obligations of confidentiality to the receiving party no less restrictive than those contained herein and provided that the receiving party remains liable for any act or omission of its Representatives that, if done by the receiving party would be a breach of the terms of this Section 13.
The receiving party acknowledges that the remedy at law for breach of this Section 13may be inadequate and that, in addition to any other remedy the disclosing party may have, it shall be entitled to seek equitable relief, including, without limitation, an injunction or injunctions (without the requirement of posting a bond, other security or any similar requirement or proving any actual damages), to prevent breaches or threatened breaches of this Section 13by the receiving party or any of its Representatives and to enforce the terms and provisions of this Section 13in addition to any other remedy to which the disclosing party is entitled at law or in equity.
Other than payment obligations, neither party shall be liable to the other for any performance delay or failure to perform hereunder, exclusive of payment obligations, due to any act, omission or condition beyond the reasonable control of the affected party.
User Content and Feedback
Any feedback, comments, and suggestions you may provide for improvements to the Services shall be deemed to have been given voluntarily and the Company will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such feedback as the Company sees fit, entirely without obligation or restriction of any kind.
You consent to receiving communications from the Company electronically. The Company will communicate with you by e-mail or by posting notices on its website. You agree that all agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications be in writing if such requirements are applicable.
Each electronic communication will contain a link for you to be removed from the mailing list, to allow you to be easily removed from the mailing list.
Third-Party Links and Service and Websites
You acknowledge that providers of such third-party services may have access to User Data in connection with such third-party services. To the extent you authorize the access or transmission of User Data through a third-party service, the Company shall not be responsible for any use, disclosure, modification, or deletion of such User Data or for any act or omission on the part of the third-party provider or its service.
Customer acknowledges that providers of such third-party services may have access to User Data in connection with the interoperation and support of such third-party services with the Services. To the extent you authorize the access or transmission of User Data through a third-party service, the Company shall not be responsible for any use, disclosure, modification, or deletion of such User Data or for any act or omission on the part of the third-party provider or its service.
The Company reserves the right, at any time and without prior notice, to amend, modify, alter or update this Agreement. The date of the most recent revision will appear on this page. Your continued use of the Services will constitute your acceptance of any changes or revisions to this Agreement. The Company also reserves the right to post, from time to time, additional rules of usage that apply to specific parts of the Services without prior notice, which will be clearly identified. Your continued use of the Services constitutes your agreement to comply with these additional rules.
The provisions of this Agreement are independent of and severable from each other. If any provision, or portion thereof, is found to be invalid or unenforceable for any reason, that provision, or portion, shall be deemed modified to the extent necessary to make it valid and operative and in a manner most closely representing the intention of the parties as expressed herein, or if it cannot be so modified, then eliminated, and the remainder of the Agreement shall continue in full force and effect as if the Agreement had been signed with the invalid portion so modified or eliminated.
This Agreement shall be governed by and construed in accordance with the laws of Israel. Any dispute relating to this Agreement will be exclusively resolved in the applicable courts located in Tel-Aviv, Israel. The provisions of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply to this Agreement.
Nothing contained in this Agreement is intended or is to be construed to create a partnership, joint venture, or agency relationship. If any provision of this Agreement shall be declared invalid, illegal, or unenforceable, all remaining provisions shall continue in full force and effect.
Any failure by a party to require compliance by the other party with any of the terms of this Agreement will in no way affect such Party’s right to enforce the same, nor will any waiver by a party of any breach of any term of this Agreement constitute a waiver of any succeeding breach.
This Agreement may not be transferred or assigned by you without the prior written consent of the Company, which shall not be unreasonably withheld; Any attempted assignment or transfer of any of the rights, duties, or obligations herein shall be void if not in compliance with this subsection.
The Company may assign the Agreement without your consent, including in connection with any merger (by operation of law or otherwise), consolidation, reorganization, change in control or sale of all or substantially all of its assets or similar transaction.
Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective permitted successors and permitted assigns.
The Company may include Customer’s name and logo in its online customer list and in print and electronic marketing materials.
The Services are offered by Prys Ltd. with its address at Menachem Begin 112, Tel Aviv, Israel. If you have any questions or concerns about these terms, or the Services, please send us feedback through the feedback options on the Site.