Subscription Agreement

Last Updated: 11/12/2024

1. Agreement to Use Services

1.1 Scope of Agreement

This Subscription Agreement (“Agreement”) governs the use of Modelyo Inc.’s (“Modelyo”) proprietary, secure, cloud-based services (“Services”) by you or the organization you represent (“Customer”). This Agreement, together with applicable Order Forms, establishes the entire contractual relationship between Modelyo and Customer.

1.2 Acceptance of Terms and Authority

By accessing or using the Services, Customer confirms their acceptance of these terms and asserts they have the authority to enter this Agreement on behalf of their organization.

1.3 Modification of Terms

Modelyo reserves the right to amend this Agreement at its discretion. Any modifications will be communicated to the Customer, and continued use of the services constitutes acceptance of the updated terms.

2. Definitions

2.1 Modelyo IP

Refers to all data, know-how, look and feel, information, design, technology, software, code, systems, models, infrastructure and documentation and other proprietary materials and any intellectual property rights in and to any of the foregoing pertaining to the Services or otherwise owned or held by Modelyo. Modelyo IP excludes Customer Data.

2.2 Customer Data

Data provided, uploaded, or otherwise made available by Customer for use within Modelyo’s Services. Modelyo will (i) keep and treat the Customer Data as Confidential Information at all times (ii) keep such Customer Data logically separated from any other Modelyo customers’ data. Customer hereby grants Modelyo a worldwide, limited, revocable, non-exclusive right and license to access, use and reproduce Customer Data during the Term and solely for the purposes of providing Customer with the Services, Support and analysis pursuant to this Agreement.

2.4 Encryption Keys

Customer is solely responsible for managing and safeguarding their login credentials and encryption keys, which Modelyo neither stores nor controls. And Modelyo shall have no liability in respect of any misuse of such.

2.5 Personal Data

Any personally identifiable information (PII) contained within Customer Data as such defined in the applicable data protection laws. The Customer shall not provide Modelyo with any personally identifiable information. To the extent such data is provided to Modelyo, Modelyo shall be deemed a data Processor and the parties shall enter into a Data Protection Agreement to detail each party’s obligation in respect of such.

2.6 Harmful Code

Refers to viruses, worms, or any other malicious code that intends to disrupt or compromise Modelyo’s services.

2.7 Logging Data

Operational logs generated by Modelyo from Customer’s use of the Services.

3. Orders and Subscription Terms

3.1 Order Process

All orders must be made via formal Order Forms accepted by both parties (“Order”). These Orders shall define specific terms such as fees, usage scope, and any unique Customer requirements.

3.2 Term and Renewal

The initial term of the subscription is as defined in the Order Form. Renewal is automatic unless either party provides written notice of non-renewal within 30 days of the term expiration.

3.3 Subscription Term

Each subscription is valid for the agreed subscription term. Extensions and adjustments to the subscription term may be arranged upon mutual agreement.

4. License, Access, and Use

4.1 License Grant

In consideration for the payment of the Fees, Modelyo grants the Customer a non-exclusive, non-transferable, limited, non-sublicensable right to access and use the services in accordance with this Agreement and Order Forms solely for Customer’s internal purposes.

4.3 Prohibited Uses

Customer may not: (i) use the Services for any illegal or unethical purposes; (ii) reverse engineer, decompile or otherwise discover the underlying code and structure of the Services; (iii) use the Services to provide services to third parties, as a managed services, a service bureau or otherwise; (iii) use the Services for development of any competing products or services or for purposes of benchmarking (iv) compromise eService security, or introducing any Harmful Code.

4.4 Service Suspension Grounds

Modelyo reserves the right to suspend Customer’s access in cases of suspected security breaches, legal violations, or non-payment.

4.5 Service Availability and Support

Modelyo will make its best commercial efforts to provide support in connection with the Services on a 24/7 basis via designated contact channels and will strive to maintain high service availability, responding promptly to any technical issues reported by the Customer.

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, MEDELYO DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND CUSTOMER’S USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

5. Service Availability and Customer Support

5.1 Service Availability Commitments

Modelyo guarantees 99.9% service availability. In cases of downtime, Customer may be eligible for service credits as specified in the Order Form. The guarantee shall not include any downtime of the Services due to scheduled maintenance or due to reasons beyond the reasonable control of Modelyo. Customer shall be entitled to submit a claim within 30 days following the unavailability incident. If no such claim was submitted within the 30 days period, Customer shall be deemed to waive and such claim and any rights or remedies in respect of such.

5.4 Escalation Procedures

Modelyo will escalate unresolved technical issues according to internal predefined procedures, to allow timely resolution.

6. Customer Responsibilities

6.1 Customer Data Security

Customer is responsible for safeguarding Customer Data, including managing encryption keys and access credentials. Modelyo assumes no liability for any loss or damage arising from improper use or security of encryption keys or access credentials.

6.3 Compliance with Legal Requirements

Customer shall comply with all relevant laws and regulations in using Modelyo’s services.

6.4 Customer's Authorized Users

Customer must ensure that all authorized users adhere to Modelyo’s End User License Agreement.

7. Data Privacy and Security Commitment

7.1 Data Confidentiality and Protection

Modelyo is committed to protecting Customer Data with the security standards customary in the industry.

7.2 Cybersecurity Standards

Modelyo applies industry-leading practices to safeguard Customer Data against unauthorized access and use.

8. Intellectual Property and Ownership

8.1 Reservation of Rights

Modelyo retains all proprietary rights, title and interest in and to the Modelyo IP except as explicitly stated herein, no rights to the Modelyo IP are hereby granted to Customer.

8.2 Ownership of Customer Data

Customer maintains full ownership of Customer Data, with Modelyo having no claim or control over it.

9. Fees and Payment

9.1 Payment Terms and Conditions

Customer agrees to pay the fees set out in the applicable Order for the subscription, in accordance with the payment terms stated therein.

9.2 Late Payment Penalties

Late payments will incur a penalty, and non-payment may result in service suspension.

9.3 Taxes and Duties

Customer is responsible for any applicable taxes or duties associated with the subscription.

10. Confidential Information

10.1 Definition of Confidential Information

Confidential Information includes all confidential and proprietary information of each Party, including the Modelyo IP with respect to Modelyo, and Customer Data with respect to Customer. Confidential Information shall not include information that: (a) is or becomes generally available to the public, or (b) was in receiving Party’s possession or known by it prior to receipt from the disclosing Party, or (c) was rightfully disclosed to receiving Party without restriction by a third party, or (d) was independently developed by the receiving Party or on its behalf without use of the disclosing Party’s Confidential Information.

10.2 Use and Disclosure Restrictions

Both parties agree to not disclose or use Confidential Information of the other Party’s for any purpose other than for the purpose of this Agreement.

10.3 Handling of Confidential Information on Termination

Upon termination, each Party shall delete all copies of the other Party’s Confidential Information in its possession.

11. Data Security Incidents and Response

11.1 Reporting Obligations

Customer must promptly report any suspected security breaches or unauthorized access to Modelyo.

11.2 Incident Response and Investigation

Modelyo will promptly investigate and mitigate any reported security incidents.

12. Indemnification

12.1 Indemnification by Modelyo

Modelyo will indemnify Customer for claims arising from third party claims that the Services infringe third party intellectual property rights.

12.2 Indemnification by Customer

Customer agrees to indemnify Modelyo for third party claims brought against Modelyo arising from Customer’s misuse of services.

12.3 Limitation of Indemnification

Indemnification is limited to direct damages, excluding indirect damages.

13. Limitations of Liability

13.1 Limitation of Liability Cap

In any event, Modelyo’s liability is under this Agreement shall not exceed the subscription fees paid in the preceding 12 months.

13.2 Exclusion of Consequential Damages

Modelyo is not liable for any indirect, exemplary or consequential damages, including without limitation loss of profits or data.

13.3 Specific Liability Exclusions

Modelyo is not liable for breaches due to Customer’s failure to secure encryption keys.

14. Term and Termination

14.1 Termination for Breach

Either party may terminate for material breach, provided such was not remedied within 10 days from receipt of written notice thereof from the other Party.

14.3 Effects of Termination

Upon termination of any Order and/or this Agreement, the Customer shall cease any access and use of the Services and finalize any payment of the Fees due to Modelyo.

14.4 Survival of Terms

Provisions concerning IP rights, confidentiality, and liability limitations survive termination.

15. Miscellaneous Provisions

15.1 Governing Law and Jurisdiction

This Agreement is governed by the laws of the state of Israel with no regard for conflicts of law.

15.2 Entire Agreement and Amendments

This document supersedes prior agreements and can be amended only in writing.

15.3 Severability Clause

If any provision is invalid, other provisions remain enforceable.

15.4 Force Majeure

Modelyo is not liable for delays due to events beyond its control.

15.5 Equitable Relief

Modelyo may seek equitable relief for confidentiality breaches.

15.6 Assignment and Transfer Restrictions

Neither party may assign this Agreement without the other’s consent.