These subscription terms (“Agreement”) are entered into by and between: (a) you, the prospect, customer, or client, referred to as “Client” or “You”, and (b) Substrata Ltd., including its affiliates, referred to as “Substrata” or “Company”. This Agreement regulates the provision and use of Substrata’s services and solutions (collectively, “Services”), including Substrata’s proprietary interaction analysis platform (“Platform”) and a related dashboard (“Dashboard”). The Platform and Dashboard are designed to enhance communication with your customers (“Customers”) by providing insights based on previous interactions.
READ THIS AGREEMENT CAREFULLY BEFORE STARTING TO USE OUR SERVICES. THE AGREEMENT GOVERNS YOUR USE OF THE SERVICES, REGARDLESS OF HOW YOU ACQUIRE THEM, INCLUDING DIRECTLY FROM SUBSTRATA OR THROUGH A THIRD PARTY. BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS OF THIS AGREEMENT AND ACCEPT TO BE BOUND BY THEM. IF YOU’RE USING THE SERVICES ON BEHALF OF A COMPANY OR OTHER ENTITY, “CLIENT” REFERS TO THAT ENTITY, AND YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. DO NOT USE OUR SERVICES IF YOU DO NOT AGREE TO THIS AGREEMENT. YOU ALSO WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION THAT MANDATE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT ALLOWED BY APPLICABLE LAW. EACH PARTY MAY BE REFERRED TO AS A “PARTY” AND TOGETHER AS “PARTIES”.
Substrata provides Software-as-a-Service (SaaS) solutions that enhance the capabilities of Clients and their associated representatives (“Client Users”). This is achieved by harnessing insights from interactions with their Customers and respective representatives (“End-Users”) — all of whom are collectively referred to as “Users”. This solution, which analyses email communication data, enables Clients to enhance the effectiveness of future exchanges and expedite their customer engagement process. The specifics of the Services rendered by Substrata to the Client are meticulously delineated in the Subscription Order Form, i.e. Substrata Master Subscription Agreement (“Order”), as referenced in this Terms-of-Service (TOS) document. The Order stipulates the commercial terms regulating the Services subscription, including the Subscription Term. The Order, along with any additionally mutually executed Orders, is incorporated by reference into this Agreement. These Terms govern each Order, unless explicitly stated otherwise in an Order.
In the event of any conflict, the specific terms outlined in the respective Order or the Substrata Master Subscription Agreement will prevail and maintain precedence.
As consideration for the Services provided by Substrata, you will pay Substrata the fees specified in the Order (“Fees”) during the Subscription Term. Payment of Fees will follow the terms specified in the Order.
Fees are stated in and payable in US Dollars, NIS, or any other currency indicated in the Order and do not include applicable taxes such as Sales Tax or Value Added Tax (VAT). You are responsible for any taxes arising from this Agreement, excluding taxes based on Substrata’s income. You cannot withhold or set off any Fees due to Substrata. You will reimburse Substrata for any VAT, sales tax, or similar charges Substrata pays on your behalf or on behalf of your Users upon first written request. Substrata may offer new or expanded features or premium services for an additional cost. You have the option to opt out of these offerings without significant impact to the level of Services provided prior to the introduction of the premium feature or service.
Entitlements: On the premise of punctual fee disbursements and comprehensive adherence to these provisions, Substrata extends a restrictive, revocable entitlement for the agreement duration to utilize the Solution. This privilege is solely for internal organizational purposes, and permission for your Users to employ the Solution.
Constraints: Absent specific allowances in this pact, neither you nor any User or third party shall exploit or reconfigure the Solution, decode its workings, or breach its proprietary safeguards. You are answerable for illicit access and accept accountability for any undertakings under your account within the Solution. Unsanctioned use of the Solution by a third party is firmly prohibited.
Alterations in Service: Substrata reserves the right to make changes to the Solution, potentially without advanced warning. For service disruptions or substantial modifications, Substrata will strive to give prior notice. Substrata bears no liability for any Solution alteration, suspension, or termination.
Feedback: You are encouraged to provide insights on the Solution, with Substrata reserving the liberty to utilize this feedback without any boundaries.
Marks and Naming Rights: This pact does not bestow upon you any rights to Substrata’s trademarks or service marks.
Third-Party Elements: By accepting these terms, you affirm your awareness and assent to the integration of third-party software constituents within the Solution.
Assistance: Substrata may extend routine maintenance and support as elaborated in the Order.
Account Registration: To utilize the Solution, it is mandatory for both you and your Users to register and create a Substrata Account.
Administrative Control: The administrator User possesses the capability to delegate diverse roles and permissions, subject to the functions enabled by Substrata. The responsibility for all decisions regarding the allocation or denial of roles or permissions rests exclusively with you.
Security Measures: You are entrusted with the obligation to protect your Substrata Account login credentials. Furthermore, you are expected to maintain vigilance over all activities conducted under the account, ensuring they are secure and conform to the respective permissions and roles.
Substrata certifies that the Solution will primarily operate in congruence with the specifications outlined in the Documentation. However, the Solution is provided ‘as is’. Substrata expressly disclaims any further warranties, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
Throughout the term of engagement, all proprietary materials that you, the customer, provide to Substrata—including but not limited to user data, trademarks, and other sensitive information (“Your Data”)— remain your exclusive property. As part of our commitment to uphold your rights and interests, Substrata is bestowed a conditional, revocable, non-exclusive privilege to access, employ, and/or replicate Your Data. This privilege is granted with the sole intention of delivering the Services and providing support under the guidelines outlined in these Terms and/or the corresponding Order.
You, as the rightful proprietor of Your Data, warrant that you have procured and/or retain all requisite rights, licenses, consents, and permissions which are necessary for Substrata and its service providers to honor their commitments under these Terms. This includes the handling and utilization of Your Data, which is done within the purview of the permissions granted and in line with these Terms. Furthermore, we assert that the handling of Your Data, delivered to Substrata under these Terms, as well as your usage of the Solution, will be subjected to regular checks to ensure compliance to relevant laws and regulations. Substrata remains committed to prioritizing your rights and interests.
Indemnification by Substrata: Substrata commits to indemnify and defend you against liabilities awarded by a court in connection to direct infringement claims by third parties. In the event that the Solution becomes the subject of such infringement claims, Substrata reserves the right to secure continued use rights, modify the Solution, or terminate your license, as necessary. It should be noted that Substrata assumes no liability for claims arising from misuse of the Solution, failure to implement updates, unauthorized integration of the Solution with other products, or unauthorized alterations. Indemnification by You: You undertake to defend and indemnify Substrata against any claims or liabilities stemming from misuse of the Solution or contraventions of these Terms by either you or your Users.Exclusive Remedy: The provisions stated within this section constitute the sole and exclusive remedy concerning infringement claims related to the Solution
Financial Limitation: Substrata’s financial liability to you, under any circumstance, shall not exceed the total fees paid by you for the Services. This limitation is comprehensive and affects all liability types. Exclusion of Liability: Substrata expressly disclaims any responsibility for indirect, incidental, consequential, special, or exemplary damages. This includes, but is not limited to, damages associated with loss of profits, business interruption, loss of goodwill, computer failure, or data loss.Time Limitation: All claims related to these Terms must be brought forward no later than twelve months following the termination or expiration of these Terms. Any claims brought forward beyond this timeframe will not be entertained by Substrata.
The terms take effect from the Effective Date on the Order and continue until the Subscription Period’s end as specified in the Order, unless terminated earlier per the conditions herein. If a breach of these terms occurs from You or any of Your Users and is not rectified within seven days of written notice by Substrata, the Order and associated rights and licenses will terminate automatically.
Upon the Subscription Term’s termination or expiry, all granted rights and licenses to You and Your Users cease immediately. Any further use or access to the Solution is prohibited. If Substrata believes a breach of terms has occurred, it may suspend or terminate Your and Your Users’ access to the Solution, and seek other remedies under applicable law.
Initiation of Services: Barring an alternative agreement on an official document, the entirety of the monetary obligations (“Subscription Obligations”) associated with your usage of the Service are immediately due and payable upon the inauguration of your Subscription Term.
Consequences of Delayed Remittance: Should we not receive your payment within a predetermined period following our issuance of a payment due or delinquency notice, we maintain the right to potentially limit or cease your, your Users’, and End-Users’ access to the Service. Additionally, we may resort to other legitimate recourse. Alterations to Subscription: In the event of a decision to elevate your Service Plan or expand the count of authorized Users (hereafter, a “Subscription Enhancement”), the extra Subscription Obligations will be proportionally distributed over the remainder of your active Subscription Term. These additional obligations will be billed to your Account and become due upon the enactment of the Enhancement.
Prospective Financial Commitments: Future Subscription Obligations will incorporate any enhancements executed during your Subscription Term.
Subscription Continuation: Either party possesses the authority to terminate the Account and Service subscription upon the culmination of the prevailing Subscription Term. Absent formal termination, your subscription shall extend for an additional term mirroring the duration of the outgoing term. The ensuing Subscription Fees for any such term will be set according to our standard pricing for the Service Plan at the moment of renewal.
Refund and Credit Policy: Should you elect to terminate your Account or Service subscription before the termination of the current Subscription Term, we are unable to provide refunds or credits. Upon termination or account cessation, Substrata retains the right to erase your Data, which becomes irretrievable post-cancellation of your Account.
Outstanding Financial Responsibilities: In the event of the termination of your subscription or account cancellation before the termination of the current term, or if we initiate such termination or cancellation as per the outlined “Account Cessation and Termination Protocol”, you may be liable to Substrata for additional charges. This includes the immediate remittance of any unpaid Subscription Fees corresponding to the remaining term. Such payment is not obligatory if the termination occurs as a result of a substantial breach on the part of Substrata, provided you have given Substrata advance notice and allowed a rectification period of no less than 30 days.
Rights Reserved by Substrata: Substrata reserves the prerogative to alter, suspend, or cease the Service, your Account, or the access and usage rights of you and/or Users and/or End-Users, and to remove, disable and discard any of your Data in the event of any violations of these Terms. Except where legally proscribed, Substrata commits to commercially reasonable attempts to notify you via email when implementing such measures. Substrata bears no responsibility for any changes, suspension, or cessation of your access and usage rights pertaining to the Service. Any suspected fraudulent, abusive, or illicit activities may be referred to appropriate law enforcement authorities, at our sole discretion
Payment Authorization and Invoice: By furnishing a payment method endorsed by Substrata for the Services, you authorize Substrata to debit all pertinent Fees and associated costs deriving from your usage of the Services. The frequency of billing for all procured Services will be either on a monthly basis or as indicated in the Order Form. Delayed invoices may incur a finance charge of 1.5% per month or the maximum legally permissible rate, whichever is lower, in addition to all collection-related expenses.
Government Imposed Fees: The onus of payment for all taxes, tariffs, duties, or other charges levied by any governmental entity in connection with the provision of Services by Substrata rests solely on you. In the event Substrata is obliged to directly pay such taxes associated with your use or receipt of any Services, you agree to expeditiously reimburse Substrata for any such paid amounts.
Trial Periods: If you submit billing details whilst registering for a Trial Period, Substrata will abstain from levying any charges until the conclusion of the Trial Period. On the ultimate day of the Trial Period, unless you have elected to cancel your Services beforehand, Substrata reserves the right to automatically apply the appropriate Fees relative to the type and volume of Services utilized during the Trial Period.
Account Credits: Substrata may, at its sole discretion, offer credits for Subscription Services through mediums such as promotional campaigns, coupons, and referrals. These credits bear no monetary value and can solely be used to offset forthcoming payments of Fees for the Subscription Services. They are non-transferable and lapse 12 months subsequent to the date of issuance unless indicated otherwise.
Substrata’s nonperformance of any of its obligations will be excused and shall not constitute a breach of the Agreement if such failure to perform arises from circumstances beyond Substrata’s reasonable control.
In the event any provision of these Terms is adjudicated by a court of competent jurisdiction to be invalid or unenforceable, it will be rectified to the degree necessary to render it valid and enforceable, or eliminated if such rectification is unattainable. The non-exercise or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof. Any waiver of any provision of these Terms shall be effective only if in writing and signed by an authorized representative of the party making such waiver. These Terms constitute the entire agreement between the parties, superseding and extinguishing all prior agreements, promises, understandings or representations, whether written or oral, pertaining to the same subject matter. The construction, validity, and performance of these Terms will be governed and interpreted in accordance with the laws of the State of Israel. The parties irrevocably consent to the exclusive jurisdiction of the courts of Tel Aviv, Israel for any disputes arising out of or related to these Terms.