Terms and Conditions

These ManageAI e.volve Terms and Conditions are between the individual or entity that accepts it (“Customer“), and Data Science Consulting Group Ltd. (“DSG“) and shall apply to Customer’s use of DSG’s proprietary software, also known as ManageAI e.volve platform, and its accompanying documentation (collectively, “Software“) either identified in one or more ordering documents executed by the Customer or between Customer and DSG’s authorized reseller (each an “Order“). These terms and conditions and all Orders (collectively referred to as the “Agreement“) represent the parties’ entire understanding regarding the Software and shall govern over any different or additional terms of any purchase order and no terms included in any such purchase order shall apply to the Software unless such different terms are stated specifically in a mutually signed Order.  

  1. Setup
    1. Installation and Integration. DSG shall remotely install and integrate the Software into Customer’s cloud infrastructure in accordance with the agreed-upon specifications detailed in the applicable Order. To facilitate this process, Customer agrees to provide DSG with access to the necessary components of Customer’s cloud infrastructure, including servers, databases, and network infrastructure. 
  1. Access Authorization. Access authorization shall include: (i) collaboration for testing the integration between on-premises and cloud components to identify and resolve any compatibility or connectivity issues; (ii) clear communication channels with Customer’s technical support team, ensuring efficient collaboration for issue resolution; (iii) configuration of cloud resources on the Customer’s cloud environment as will be provided by DSG; and (iv) Customer’s provision of relevant information, credentials, and permissions required for the successful completion of the installation and integration. Customer acknowledges that timely access is crucial for an efficient installation process. DSG and Customer will work collaboratively to ensure a smooth and successful installation experience. 
  1. On-Boarding; Training. Following completion of the integration and installation as set forth above, DSG will perform Customer’s on-boarding to the Software and remote training session. Such training session is intended to familiarize Customer’s technical user teams with the Software, reviewing key features, functionalities, best practices for use, and troubleshooting techniques to ensure a smooth adoption of the Software.
  1. The Software
    1. License. The Software is licensed to Customer, not sold to it. Subject to Customer’s compliance with the terms and conditions of this Agreement, Customer shall be granted during the term of the Agreement a limited, revocable, non-exclusive, non-sublicenseable and non-transferable license to use the Software for its intended purpose as detailed in the accompanying documentation. If the Software license is for evaluation purposes than for the removal of doubt, no commercial use may be made by Customer or any others on its behalf with the Software without DSG’s prior written consent and shall be subject to such terms (including pricing) to be separately agreed.
  1. Notwithstanding the foregoing, Customer acknowledges and agrees that the Software may be inaccessible or inoperable at any time and for any reason, including without limitation due to equipment malfunctions, unscheduled maintenance or repairs, or causes that are beyond DSG’s reasonable control or not reasonably foreseeable by DSG, including without limitation interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. 
  1. DSG shall make commercially reasonable efforts to ensure that Customer’s access to the Software, to the extent applicable, will be accessible and functional on a continuous basis. Notwithstanding the above, the Software may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by DSG or by third-party providers, or because of other causes beyond DSG’s reasonable control, but DSG shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
  1. Customer is solely responsible for providing equipment, infrastructure, servers and all third-party software and licenses required for its use of the Software. Customer is responsible for all fees charged by third parties related to its access and use of the Software, including without limitation, charges by internet service providers, cloud storage provider, servers and equipment. Customer hereby represents and warrants that it has or will obtain prior to using the Software any authorizations and consents required in order to use the Software.
  1. Output Data. The Customer assumes sole and exclusive responsibility: (i) for all acts or omissions, that the Customer, its users, or others on its behalf engage in, in response to indications, metrics, alerts, notices and other types of information and data that the Software may generate (“Output Data“); (ii) to thoroughly review the Output Data frequently, check for any alerts or warnings issued by the Software, address the findings specified in the Output Data and determine what actions are appropriate in light thereof; and (iii) to carry out such actions as the Customer deems appropriate as a result of the Output Data. DSG has no responsibility or liability, regarding the Customer’s reliance upon, or use of, the Output Data, their actions or omissions in connection with the Output Data, or any consequences resulting therefrom. The Customer is responsible for its user’s use of the Software.
  1. Updates and Upgrades. DSG may make modifications, additions and upgrades to the Software, as it deems necessary, provided that during the term of the Agreement such modifications will not materially lower the functionality of the Software or force Customer to purchase a new license for previously-available functionality. The terms of this Agreement will apply to any updates that DSG may make available to Customer and/or to any upgrades that Customer elects to purchase through an Order. For the removal of doubt, it is clarified that DSG is under no obligation to develop or release any updates or upgrades.
  1. Professional Services. At DSG’s sole discretion, DSG may make reasonable efforts to respond to requests by Customer for special professional services not specifically provided for herein or requests for additional features, for an additional fee as determined by DSG. Customer acknowledges that any such additional or special services, if provided, shall be provided at DSG’s then current rates, terms and conditions for such services, which shall be provided to Customer for its prior written approval.
  1. Restrictions and Limitations.
    1. Except as expressly provided herein, Customer and its users may not use, or have others use, or provide to third parties, the Software or any part thereof including by reselling, licensing, renting, leasing, transferring, lending, timesharing, assigning or redistributing the Software or any part thereof. 
  1. The Customer and its users may not modify, make derivative works of, disassemble, de-compile or reverse engineer any part of the Software.
  1. The Customer and its users may not use the Software in order to develop, or create, or permit others to develop or create, a similar or competitive product or Software.
  1. The Customer and its users may not perform or attempt to perform any of the following: (i) breaching the security of the Software, or identifying any security vulnerabilities thereof; (ii) interfering with, circumventing, manipulating, impairing or disrupting the operation, or the functionality of the Software; (iii) working around or circumventing any technical limitations in the Software; or (iv) using any tool to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Software.
  1. The Customer and its users may not use the Software for any activity that constitutes, or encourages conduct that would constitute, a criminal offense, give rise to civil liability or otherwise violate any applicable law. 
  1. Customer and its users acknowledge and agree that the Output Data is not, and does not constitute, legal advice, and may not be relied on as such.
  1. Audit. Customer agrees that DSG may audit Customer’s use of the Software for compliance with this Agreement at any time, upon reasonable notice. In the event that such an audit reveals any use of the Software by Customer other than in full compliance with the terms of this Agreement, Customer shall reimburse DSG for all reasonable expenses related to such an audit in addition to any other liabilities DSG may incur as a result of such noncompliance.
  1. Evaluation Use. If the Order indicates that the Software is being supplied for evaluation, the following provisions will apply during the Trial Period as identified on the applicable Order and if not stated than as detailed under Section 3.1 below and notwithstanding any contrary term specified in this Agreement: (a) unless otherwise specified in the Order, subscription fees do not apply; (b) the Software must be used solely for the Trial Period and solely for the limited purpose of evaluating the Software and establishing Customer’s desire to acquire a license to the Software; (c) the Software is provided on an “As Is, As Available” basis without any warranty of any kind, either express or implied, including but not limited to, the implied warranties or merchantability or fitness for a particular purpose; (d) other than updates that the Company may (in its discretion) provide to the Software during the Trial Period, Customer will not be entitled to any support and maintenance services during the Trial Period; (e) Customer shall be solely responsible for any losses, costs, or damages, of any kind, that it incurs directly or indirectly with respect to use of the Software and agrees to hold harmless, defend, and indemnify DSG in connection with any claims or actions brought by a third party alleging any damages or losses in connection with Customer’s use of the Software; (f) Customer expressly warrants that no Customer data will be used with the Software evaluation that is subject to any data privacy rules or regulations, or is otherwise going to impose data privacy constraints or legal obligations on DSG; and (g) upon the expiration of the Trial Period or earlier, upon five (5) days’ notice to Customer, if requested by DSG, the limited evaluation license granted shall terminate and Customer shall cease using and return the Software and documentation, without retaining copies. 

In the event that the parties desire to engage in a commercial license of the Software pursuant to the evaluation conducted, such license and the commercial terms thereto shall be handled in accordance with and upon the execution of a separate Order.

Customer warrants that they are not competitors or potential competitors of DSG, and are not acting on behalf of a competitor or potential competitor.

  1. Consideration
    1. In consideration for the use of the Software, Customer shall pay DSG and/or its authorized reseller the license subscription fees stated in the Order in accordance with the payment terms contained therein.
  1. All fees payable under the Agreement are non-refundable, net amounts and are payable in full, without any deduction of any kind including for taxes and/or duties. In addition, no amounts shall be set off by Customer for any reason whatsoever. Customer will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with the Agreement or Customer’s use of the Software, except for taxes based on DSG’s net income.
  1. Any payments by Customer that are not paid on or before the date such payments are due under this Agreement shall bear interest of one percent (1%) per month. Interest shall accrue beginning on the first day following the due date for payment and shall be compounded quarterly.
  1. Term and Termination
    1. The Agreement shall commence as of the date set forth in the Order and, unless earlier terminated as set forth below, shall remain in effect through the end of the term stated in the Order (“Term“). 
  1. The license to use the Software may be terminated by DSG: (a) immediately upon written notice upon material breach of the license and/or any payment obligation; (b) upon a fifteen (15) day prior written notice of breach upon non-material breach of the license, which has not been cured within the prior notice period.
  1. Upon termination of the license for any reason whatsoever, the Customer must cease any and all use of the Software and cause all other users of the Customer to cease any and all use of the Software.
  1. Termination of the license by DSG will be, in addition to, and not in lieu of, any equitable or other remedies available to DSG.
  1. Upon termination, all rights and obligations pursuant to this Agreement including Customer’s access and use of the Software shall Immediately terminate, except for any provisions of this Agreement that are intended by their nature to survive termination, including Sections 3 (“Term and Termination”), 5 (“Intellectual Property Ownership”), 6 (“Confidential Information”), 7 (“Representations and Warranties”), 8 (“Limitations on Liability; Indemnity”), and 9 (“General”) hereunder, which shall survive the expiration or termination of these Terms.
  1. Intellectual Property Ownership
    1. The Software is a proprietary product of DSG, protected under copyright laws and international copyright treaties, patent law, trade secret law and other intellectual property rights of general applicability.
  1. All rights, title and interest in all intellectual property rights, and any goodwill associated therewith, in and to the Software and any part thereof, including computer code, graphic design, layout and the user interfaces of the Software, and all derivatives, improvements and variations thereof, are and will remain at all times, exclusively owned by, or licensed, to DSG. Other than the limited use rights expressly granted herein, no other right, title, interest or license in or to any of the foregoing elements regarding the Software, are granted, sold, transferred, assigned or shared with the Customer.
  1. Nothing in this Agreement grants Customer with a right to use any of DSG’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
  1. The Software may use or may be provided with third party software (“Third Party Software“), including those detailed in the accompanying documentation or README file conveyed to the Customer together with the Software. To the extent so stipulated by the license that governs each Third Party Software (“Third Party EULA“), each such Third Party Software is licensed directly to Customer from the respective licensors of such Third Party Software and not sublicensed from DSG and is subject to its respective Third Party EULA, not to this Agreement. If, and to the extent, a Third Party EULA requires that this Agreement effectively impose, or incorporate by reference, certain disclaimers, permissions, provisions, prohibitions or restrictions, then such disclaimers, permissions, provisions, prohibitions or restrictions shall be deemed to be imposed, or incorporated by reference into this Agreement, as required, and shall supersede any conflicting provision of this Agreement, solely with respect to the corresponding Third Party Software which is governed by such Third Party EULA. In the event that Customer or another third party acting for or on its behalf, modifies, replaces or substitutes any Third-Party Software used in or provided with this Software, DSG and its representatives, are irrevocably and fully released from any and all liabilities, warranty obligations, duties and performance, with respect to the Software.
  1. Customer agrees to provide DSG with feedback concerning the functionality and performance of the Software, from time to time, as reasonably requested by DSG, including, without limitation identifying potential errors, enhancements and improvements. Any feedback, suggestions, ideas or other inputs that are provided to DSG in connection with the Software may be freely used by DSG to improve or enhance its products and, accordingly, all rights to such improvements and/or enhancements, howsoever arising, including as a result of any ideas, inputs or information provided by Customer as aforesaid, shall vest solely with DSG.
  1. Customer agrees that, during the Term and thereafter, DSG may collect, store and access general, aggregated or non-aggregated, nonpersonally identifiable information about Customer’s usage of the Software, and any Output Data generated from Customer’s usage of the Software, and analyze and use such data for the purpose of: (i) providing maintenance and support, and (ii) developing and improving DSG’s products and services (together “Permitted Purposes“). In order to achieve the intent of this Section, DSG shall be permitted to remotely access and transfer the usage data stored on its Software unless prohibited by applicable law. 
  1. Confidential Information
    1. Confidential Information” means all data, specifications, training materials, and other know-how related to the design, use, implementation, performance, manufacture, distribution, or sale of any Software, as well as all other information and data provided by either party to the other party hereunder in written or other tangible medium and marked as confidential, or if disclosed orally or displayed, identified as confidential prior to or at the time of disclosure, or any information that may reasonably be perceived as confidential, in each case except any portion thereof that: (a) is rightfully known to the receiving party before receipt thereof under this Agreement as evidenced by the receiving Party’s written records; (b) is properly and lawfully disclosed to the receiving Party by a third person who has the legal right to make such disclosure; or (c) is or becomes generally lawfully known in the trade through no fault of the receiving Party.
  1. Each DSG and Customer acknowledges that in order to satisfy their respective obligations under this Agreement, it will be necessary for the parties to exchange certain Confidential Information. In consideration of the mutual benefits to be derived from the exchange of Confidential Information, DSG and Customer agree as follows:
  1. Confidential Information of a disclosing party shall be treated and safeguarded hereunder by the receiving party for a period of 5 years as of the date of termination hereof and with the same degree of care with which it treats its own Confidential Information. Such receiving party will not use Confidential Information for any purposes other than for the performance of its undertakings hereunder. The receiving party warrants that it applies reasonable safeguard against the unauthorized disclosure and use of Confidential Information.
  1. The receiving party agrees to limit access to the Confidential Information to such employees and consultants of the receiving party who reasonably require such access in connection with the transactions contemplated by this Agreement. To the extent practicable, in the event that the receiving party is required to disclose any Confidential Information pursuant to any law, regulation, or judicial or administrative directive, the receiving party shall promptly notify the disclosing party in order to allow the disclosing party a reasonable period of time to obtain protective or confidential treatment of the Confidential Information before it is disclosed.
  1. Representations and Warranties
    1. Mutual Representations and Warranties. Each Party hereby represents and warrants that:
      1. It is a duly and validly organized and existing corporation or individual (as applicable) in good standing under the laws of the state of Israel.
  1. The performance of this Agreement and the consummation of the transactions contemplated herein will not result in any breach, conflict, or violation of any terms or provisions of, or constitute a default under, its incorporation documents to the extent applicable, or any material agreement or instrument to which it is a party, by which it is bound, or to which any of its property is subject.
  1. All requisite corporate action has been taken for the due authorization, execution, delivery, and performance of this Agreement by it, and this Agreement constitutes a legally binding obligation, enforceable against such party, in accordance with its terms, except insofar as enforceability may be limited by bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally.
  1. It is not a party to any litigation relating to, or that could reasonably be expected to adversely affect, its ability to perform its obligations under this Agreement.
  1. Customer Representations and Warranties.
    1. Customer shall reasonably refrain from any actions or conduct that may compromise the validity of DSG’s Intellectual Property.
  1. Customer shall immediately notify DSG of any event in which: (i) it received notice from a third party alleging that DSG’s Intellectual Property or Customer’s use thereof infringes that third party’s intellectual property; or (ii) it becomes aware of a third party infringing DSG’s Intellectual Property. In such cases Customer shall fully cooperate with DSG and share any relevant information it may have in this respect with DSG.
  1. DSG Representations and Warranties. 
    1. DSG has sufficient right, title, and interest in and to the Software and in and any associated intellectual property rights.
  1. DSG is not aware of any claims, whether threatened or asserted, with regard to DSG’s intellectual property or against DSG in connection with DSG’s intellectual property.
  1. except for the specific warranty detailed in this section 6, DSG provides no other representations or warranties whatsoever regarding the accuracy, quality, or integrity of any information and output data obtained with the use of the software, and DSG shall under no circumstances be liable for any damages which may be caused to you or anyone on your behalf, as a result of such information or the reliance thereupon.
  1. the software is provided on an “as is” and “as available” basis. DSG disclaims any and all warranties, representations, and conditions relating to the software, whether express, implied or arising by custom or trade usage, or from a course of dealing including, but not limited to, any representation, warranty, or condition of merchantability, fitness for a particular purpose, or non-infringement. no information or advice given by DSG or its agents, employees, or representatives, whether oral or written, shall create any representation or warranty.
  1. Limitations on Liability; Indemnification
    1. The Customer acknowledges and agrees that: (i) the Software and Output Data are merely a support tool to monitor AI models and may not be used for any purpose other than as a support tool; (ii) the Software and Output Data do not themselves provide AI risk solutions; and (iii) the Software and Output Data will not constitute as any legal opinion or advice. The Customer bears sole responsibility to ensure that it is in compliance with any and all applicable laws and regulations.
  1. to the maximum extent permitted by applicable law, dsg, including its employees, directors, shareholders, advisors, and anyone acting on our behalf, will not be liable for any indirect, incidental, consequential, special, statutory or punitive damages, or any other damage or loss (including loss of profit and loss of data), costs, expenses and payments, either in tort, contract, or in any other form or theory of liability, arising from, or in connection, with this Agreement or the software, including any use of, or the inability to use the software; any reliance upon the output data; any error, incompleteness, incorrectness or inaccuracy of the output data, or inability to properly recover data; or any other failure, error, or breakdown in the function of the software. 
  1. dsg’s total and aggregated liability to the Customer and users for any and all damages whatsoever arising from, or in connection, with this Agreement or the software, shall be limited to the fees that the Customer actually paid for the software, in the twelve (12) months preceding the event purportedly giving rise to the damage.
  1. notwithstanding the foregoing, DSG’s sole liability and the Customer’s and users’ exclusive remedy, for any claims regarding the software’s performance, availability, errors or malfunctions, is the performance of the warranty obligations.
  1. The Customer shall indemnify and hold harmless DSG and anyone acting on DSG’s behalf, from, and against, any damages, loss, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, resulting from any complaint, claim, or demand arising from or in connection with Customer’s breach of any provision herein.
  1. General
    1. No agency, partnership, joint venture or employment relationship is or shall be created by virtue of this Agreement.
  1. Customer may not assign its rights hereunder without the prior written consent of DSG.
  1. DSG may indicate Customer’s name and identify Customer on DSG’s website(s) and in other advertising materials in a customary scope and manner as a user of the Software.
  1. Should any provision herein be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, such provision shall be modified to reflect the intentions of the parties. All other terms and conditions shall remain in full force and effect. 
  1. No amendment, modification or waiver of any provision of this Agreement shall be effective unless set forth in a writing executed by an authorized representative of each party. No failure or delay by either party in exercising any right, power, or remedy will operate as a waiver of any such right, power, or remedy. No waiver of any provision of this Agreement shall constitute a continuing waiver or a waiver of any similar provision unless expressly set forth in a writing signed by an authorized representative of each party.
  1. This Agreement shall be governed by, interpreted and enforced in accordance with the laws of the State of Israel, without regard to its conflict of law principles. All actions, suits or proceedings under or related to this Agreement and/or use of the Software shall be adjudicated in the courts of Tel-Aviv, Israel, and the parties hereby irrevocably consent to the exclusive jurisdiction and venue of such courts.
  1. Further Assurances; Force Majeure. Each party covenants and agrees that, subsequent to the execution and delivery of this Agreement and without any additional consideration, it will execute and deliver any further legal instruments and perform any acts that are or may become reasonably necessary to effectuate the purposes of this Agreement. Any delay in the performance of any of the duties or obligations of either party shall not be considered a breach of this Agreement and the time required for performance shall be extended for a period equal to the period of such delay; provided that such delay has been caused by or is the result of any act of God, embargo, strike, fire, flood, act of war, epidemic, pandemic or other unforeseeable cause beyond the control and without the fault or negligence of the party so affected (“Force Majeure”), it being clarified that the foregoing shall not apply to any of the Parties’ payment obligation. The party so affected shall give prompt notice to the other party of such cause and shall take whatever reasonable steps are necessary to relieve the effect of such cause as rapidly as possible. In the event that such Force Majeure occurrence shall last for a period of more than 90 days, the non-effected Party shall have the right to terminate this Agreement by delivery of a 90-day prior written notice to the effected Party.
  1. All notices and other communications required or permitted hereunder to be given to a Party to this Agreement shall be in writing and shall be e-mailed (provided that written confirmation of receipt is provided), or mailed, postage prepaid, or otherwise delivered by hand or by courier service, addressed to such Party’s address as set forth in the Proposal or at such other address as the Party shall have furnished to each other Party in writing in accordance with this provision. Any notice sent in accordance with this Section shall be deemed received: (i) if delivered in person or by courier service, upon delivery, (ii) if sent by e-mail, on the Business Day following transmission with automatic delivery confirmation, (iii) if sent by registered mail (or air mail if the posting is international), within seven (7) days after posting, or (iv) earlier, upon actual receipt.