Terms of use

By creating an Account on the Montara Platform, and/or using Products and Services provided by Montara and/or executing an Order Form referencing these Terms of Use (the “Terms”) you agree to and accept the following terms between Montara Inc. (“Company”), and you the Customer (“Customer” or “You”). 

1. The Site and the Services

The Services and the Platform (as defined below) shall be provided through our website at https://montara.io/ and its subdomains (collectively, the “Site”).

The Platform serves as a tool for data development and data operations, by integrating with customer databases (the “Platform”), and these Terms apply to any dashboard, algorithms, utility, application programming interfaces, Content, tools, reports and analytics capabilities and any service provided via the Platform.

The Site and Platform include certain content related thereto such as contact information, videos, text, files, logos, button icons, images, data compilations, links, other specialized content, technical data, documentation, know-how, specifications materials, designs, data, the “look and feel” of the Site, algorithms, source and object code, interface, GUI, interactive features related graphics, illustrations, drawings, animations, and other features obtained from or through the Site and/or Platform (collectively, the “Content”).

The Site, the Platform and any services offered via the Site and/or Platform, shall collectively be referred to herein as the “Services”.

ALL RIGHTS IN AND TO THE SITE, THE SERVICES , THE PLATFORM AND/OR THE CONTENT AVAILABLE ON THE SITE ARE RESERVED TO MONTARA OR ITS LICENSORS. TO THE EXTENT LEGALLY PERMISSIBLE, AND EXCEPT AS EXPRESSLY SET FORTH UNDER THESE TERMS, THE SITE, PLATFORM, SERVICES AND THE CONTENT AVAILABLE THEREIN ARE PROVIDED ON AN “AS IS” BASIS AND MONTARA WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSS INCURRED TO YOU OR ANY OTHER PERSON AS A RESULT OF OR IN CONNECTION WITH YOUR USE OF THE SITE AND/OR THE PLATFORM AND/OR THE SERVICES AND/OR THE CONTENT AVAILABLE THEREIN. YOUR USE OF THE SITE, THE PLATFORM, THE SERVICES, AND/OR THE CONTENT, IS ENTIRELY AT YOUR OWN RISK.

2. Account

Users who wish to use and access the Platform are required to open an account by providing certain information (the “Account”), to be accessed and/or used solely by yourself and where applicable your employees or service providers who are explicitly authorized by you to use the Platform (each, a “Permitted User”). Each Permitted User shall retain their own Account, which will be linked to your Account and which is subject to these Terms. You hereby acknowledge and agree: (i) to keep, and ensure that the Permitted Users keep the Account login details and passwords secured at all times, and otherwise comply with these Terms; (ii) to remain solely responsible and liable for the activity that occurs in the Account and for any breach of these Terms by a Permitted User; and (iii) to promptly notify Company in writing you become aware of any unauthorized access or use of the Account or the Platform. We may send you a text message with a security code, to authenticate your Account and ensure its security. 

You must implement and maintain reasonable physical, technical safeguards to maintain and protect the device on which you are using the Platform and your Account. You must not disclose your passwords and the ways of accessing your device to others. You may not assign or transfer your rights or delegate your duties under the Account without the prior written consent of Montara. You must notify us immediately of any unauthorized use of your Account or any other breach of security and in such events act in accordance with the Company’s reasonable instructions. We cannot and will not be liable for any loss or damage arising from any failure of yours to comply with these Terms, i.e., if someone else accesses your Account.

You must safeguard and not disclose your username and password of your Account and supervise the use of such Account. You must provide accurate and complete information for creating an Account and you agree to not misrepresent your identity or your Account information. You agree to keep your Account information up to date and accurate. 

You are solely and fully responsible for maintaining the confidentiality of your password and Account and for all activities that occur under your Account. If we believe, in good faith, that you have created an Account impersonating another person, such Account may expose you to civil and/or criminal liability.

We note that we can suspend access to your Account if we believe, in our sole discretion, that one (or more) of the following events have occurred: (a) there is risk to the security or privacy of your Account; (b) there is a threat to the security or integrity of our network or our servers; (c) suspension is needed to protect the rights, property or safety of Montara, its Users or the public; (d) there is a basis for termination of your Account; (e) you have violated these Terms; and/or (f) we are required to by law. We may provide you a notice in the event of any such suspension. During such suspension, you will not have the ability to use or access your Account. In the event that we will determine, in our sole discretion, that the reason for suspension of access to your Account has been resolved, we will restore access to your Account.

3. Subscription; Fees

Use of the Platform is subject to the purchase of a subscription, in accordance with the terms set forth in an Order Form to which this Agreement is attached (“Subscription” and “Subscription Terms”, respectively). The Subscription Terms are incorporated herein by reference and form an integral part of these Terms.

We may provide a limited free version of the Platform, from time to time and at our sole discretion, which is subject to certain limitations, including limitations on the number of seats and functionalities. We may terminate any free version or free trials to the Platform at any time, at our sole discretion and upon notice to you and reserve the right to charge fees for any use of the Platform at any time.

If you fail to pay your Subscription fees (the “Fees”) on time your Subscription may be suspended or cancelled. All payments made hereunder are non-refundable.

Unless otherwise stated, our charges do not include any taxes, levies, duties or similar governmental assessments, including VAT, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes except those assessable against Montara based on its income. We will invoice you for such Taxes if we believe we have a legal obligation to do so.

Montara reserves the right to modify the Subscription Terms, Fees and prices for the Platform at any time and at its sole discretion. Such changes will NOT affect your already paid-up Subscription period. Existing Accounts shall receive an email notification of price changes at least thirty (30) days before such change takes place, and the modified Subscription Terms and/or Fees shall come into effect upon the next Subscription renewal cycle.

4. Termination

Subject to earlier termination as provided below, the Subscription Term shall be as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the initial Subscription Term, unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement.  Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

5. Use Restrictions

There are certain conducts which are strictly prohibited when using the Site and/or the Services and/or the Platform. Please read the following restrictions carefully. Failure to comply with any of the provisions set forth herein may result (at Montara’s sole discretion) in the termination of your use of the Site and/or the Services and/or the Platform and/or Content and may also expose you to civil and/or criminal liability.

Unless otherwise explicitly permitted under these Terms or in writing by Montara, you may not (and you may not permit anyone to): (a) use the Site and/or the Content and/or the Services and/or the Platform for any illegal, immoral, unlawful and/or unauthorized purposes; (b) remove or disassociate, from the Content and/or the Site and/or the Services and/or the Platform any restrictions and signs indicating proprietary rights of Montara or its licensors, including but not limited to any proprietary notices contained in such materials (such as ©,™, or ®);  (c) interfere with or disrupt the operation of the Site and/or the Services and/or the Platform or the servers or networks that host the Site and/or the Services and/or the Platform, or disobey any laws, regulations, requirements, procedures, or policies of such servers or networks; (d) take any action that imposes, or may impose, an unreasonable or disproportionately large load on our platform infrastructure, as determined by us; (e) bypass any measures we may use to prevent or restrict access to the Site and/or the Services and/or the Platform; (f) copy, modify, alter, adapt, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Content made accessible by Montara on or through the Site and/or the Services and/or the Platform, or publicly display, reproduce, create derivative works from, perform, distribute, or otherwise use such Content; (g) copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, transfer, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to Montara’s proprietary rights, including Montara’s Intellectual Property (as such term is defined below), in any way or by any means; (h) make any use of the Content and/or the Services and/or the Platform on any other site or networked computer environment for any purpose without Montara’s prior written consent; (i) sell, license, or exploit for any commercial purposes any use of or access to the Site and/or the Content and/or the Services and/or the Platform; (j) transmit or otherwise make available in connection with the Site and/or the Services and/or the Platform any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (k) use the Site and/or the Services and/or the Platform for any purpose for which the Site and/or the Services and/or the Platform are not intended; and/or (l) infringe and/or violate any of the Terms.

You hereby declare and agree that you shall only use the Platform in a manner that complies with all applicable laws in the jurisdiction in which you use the Platform, including, but not limited to, applicable restrictions concerning the protection of privacy and intellectual property including copyrights and any other intellectual property rights.

6. User Data and Platform Data

Users may upload to the Platform certain content and information, and the Platform may also be integrated, at your discretion, with your organization’s databases, including such databases that are hosted on third-party service providers’ software and platforms (collectively and respectively, “Databases” and “User Data”).  The Company does not guarantee that the Platform will support all third party services and/or database systems and/or computer systems.

During the usage and operation of the Platform and Services, certain elements are created and/or generated by Users and/or the Platform. These include configurations, data structures, code snippets, tests and more (collectively “Platform Data”).

You are solely responsible for your Databases and the Company disclaims any responsibility and liability with respect thereto, including your use of any third party services that host or operate the Databases and their integration with the Platform. You hereby grant the Company a limited, sub-licensable (as necessary to perform these Terms), non-exclusive, royalty-free and worldwide license, during your Subscription Term: (a) to integrate the Platform with such Databases, to retrieve User Data therefrom and interact and use any  third party services that host the Databases, as necessary to operate the Platform; and (b) to use the User Data for the purpose of operating the Platform, performance of the Company’s obligations under these Terms, to meet its legal requirements and as otherwise permitted under these Terms.

You shall have sole responsibility for the accuracy, quality and legality of the User Data and the means by which you acquired such User Data. You represent and warrant that the User Data has been collected, processed and transferred to the Company in accordance with applicable laws.

You hereby agree that the User Data is uploaded to the Platform at your sole discretion, the Company does not verify or monitor such User Data and as such you acknowledge that the User Data may contain errors and may be inaccurate and/or incomplete. Your use and reliance on User Data is at your own risk and the Company assumes no responsibility or liability for your reliance on User Data.

User Data shall remain at all times, and to the extent permitted by law, the sole and exclusive property of the User. You represent and warrant that you are the rightful owner of the User Data you upload to the Platform or that you have (and will continue to have) all the necessary licenses, rights, consents, and permissions from the licensors of such User Data.

You understand and agree that you are solely responsible for your User Data and the consequences of uploading such User Data to the Platform. The Company will not bear any liability for any loss, damage, cost or expense that you may suffer or incur as a result of or in connection with uploading any User Data.

To the extent that User Data includes any personal data (as such term, or its equivalent is defined under applicable data protection and privacy laws): (a) for the purpose of processing such personal data, you are the ‘data controller’ and the Company is the ‘data processor’; (b) you hereby instruct the Company (and authorize Company to instruct its sub-processors) to (i) process such personal data as reasonably necessary for the provision of the services associated with your use of the Platform; (ii) transfer such personal data, at the Company’s discretion, to jurisdictions other than those of your operations (including, where applicable, outside the EEA), in accordance with applicable law; (c) the Company shall: (i) implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk involved in such processing; (ii) ensure that all individuals who engage in the processing of such personal data on its behalf are subject to confidentiality undertakings; (iii) taking into account the nature of the processing, assist you in exercising data subjects’ rights under applicable data protection laws; (iv) inform you without undue delay of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored or otherwise processed by the Company on your behalf; and (iv) delete, or anonymize all such personal data upon termination of these Terms, unless applicable law requires continued storage of the personal data. You hereby authorize the Company to appoint sub-processors, as necessary for the processing of personal data under these Terms.

The Company may use in any manner anonymous information which it derives from the use of the Site and/or the Services and/or the Platform and the User Data (i.e., non-identifiable information, aggregated or analytics information), in order to provide and improve Company’s products and services and for any legitimate business purpose. The Company is and shall remain the sole and exclusive owner of the analytics information.

7. Data Security

Company shall employ commercially reasonable physical, administrative, and technical measures and safeguards to secure and backup User Data and Platform Data.

8. Privacy Policy

We respect your privacy and are committed to protecting the information you share with us. We believe that you have a right to know our practices regarding the information we collect when you connect to, access or use the Site and/or the Services and/or the Platform. Our policy and practices and the type of information collected via the Site and/or the Services and/or the Platform are described in detail in our Privacy Policy available at https://montara.io/privacy-policy, which is incorporated herein by reference. You agree that Montara may use personal information that you provide or make available to Montara in accordance with the Privacy Policy. BY ACCESSING OR USING THE SITE AND/OR THE SERVICES AND/OR THE PLATFORM, YOU CONFIRM THAT YOU AGREE TO THE PRIVACY POLICY.

9. Intellectual Property Rights

The Site and/or the Services and/or the Platform and/or the Content and Montara’s proprietary assets and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, service marks, copyrightable materials, domain names and trade secrets, whether or not registered or capable of being registered (collectively, “Intellectual Property”), are owned by and/or licensed to Montara and are protected by applicable patent, copyright and other intellectual property laws and international conventions and treaties. All rights not expressly granted to you hereunder are reserved by Montara and its licensors. The Terms do not convey to you an interest in or to Montara’s Intellectual Property but only a limited revocable right of use in accordance with the Terms. Nothing in the Terms constitutes a waiver of Montara’s Intellectual Property under any law.

Subject to the terms hereof, and to the extent that you, or your organization have purchased a Subscription (and subject to the terms thereof), the Company hereby grants to you, and you accept, a personal, nonexclusive, non-transferable, non-sublicensable and fully revocable limited right to access and use the Platform (including the Content) for your internal business needs, in accordance with the terms included in these Terms. Access to the Platform will be granted by remote means on a Software-as-a-Service (SaaS) basis. It is hereby clarified that you are not granted any rights in respect to the source code or executable code of the Platform.

To the extent you provide any feedbacks, comments or suggestions to Montara regarding the Site and/or the Services and/or the Platform or otherwise (“Feedback”), Montara shall have an exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into any Montara current or future services and/or activities and use same for any purpose all without further compensation to you and without your approval. You agree that all such Feedback shall be deemed to be non-confidential. Further, you warrant that your Feedback is not subject to any license terms that would purport to require Montara to comply with any additional obligations with respect to any Montara current or future products, technologies or services that incorporate any Feedback.

10. Trademarks and Trade names

Montara’s marks and logos and all other proprietary identifiers used by Montara in connection with the Site and/or the Services and/or the Platform (“Montara’s Trademarks”) are all trademarks and/or trade names of Montara, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on the Site and/or the Services and/or the Platform belong to their respective owners (“Third Party Marks”). No right, license, or interest to Montara’s Trademarks and the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest may be asserted by you with respect thereto and therefore you will avoid using any of those marks, except as permitted herein.

11. Results; AI

The Platform is intended to produce certain responses and outputs based on processing of the User Data, including without limitation analytics, computer code, indications and reports (collectively, “Output Data”).

The Platform may include an option to use third party Artificial Intelligence and Large Language Models services (collectively “LLM Services(s)”) to provide certain services via the Platform. If you use such LLM Services functionality you agree and acknowledges that: (a) LLM Services may not be available in all jurisdictions worldwide, and therefore access to this functionality or the Platform may be restricted in certain countries which are not supported by the LLM Services; (b) User Data and Output Data might ultimately be processed by a third party LLM Services provider. LLM providers shall not use User Data and/or Output Data to train any AI model and/or for its own purposes; (c) the Output Data is based on the processing of User Data by AI technologies, and as such, taking into account the nature of AI and machine learning, use of the Platform may, in some situations, result in Output Data that does not accurately reflect your intended output or needs;.

As between the Parties, the Intellectual Property rights and all other right, title and interest of any nature in and to the Output Data which is based on, or derived from, the User Data shall remain your exclusive property.

12. Availability

The Site’s and/or the Services’ and/or the Platform’s availability and functionality depends on various factors, such as communication networks. Montara does not warrant or guarantee that the Site and/or the Services and/or the Platform will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or error-free. Company will use commercially reasonable efforts to maintain the availability and functionality of the Site, Platform and Services.

Notwithstanding the foregoing, for Customers that execute an Order Form, Company will provide the Services in accordance with its Service Level Agreement Terms. 

13. Changes to The Site, Platform and Services

Montara reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently the Site and/or Platform (or any part thereof, including but not limited to the Content) without notice, at any time. In addition, you hereby acknowledge that the Content provided under this Site and/or Platform may be changed and extended in terms of content and form or removed at any time without any notice to you.

14. Disclaimers and No Warranties

TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, THE SITE AND/OR THE SERVICES AND/OR THE PLATFORM AND/OR THE CONTENT ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND MONTARA, INCLUDING ITS VENDORS, OFFICERS, SHAREHOLDERS, SUB-CONTRACTORS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, LICENSORS, AGENTS AND SUPPLIERS (COLLECTIVELY, “MONTARA’S REPRESENTATIVES“), DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS THAT THESE TERMS CANNOT CHANGE. MONTARA AND MONTARA’S REPRESENTATIVES DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE USE OF THE SITE AND/OR THE SERVICES AND/OR THE PLATFORM, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY, RELIABILITY OR THE QUALITY OF THE SITE AND/OR THE SERVICES AND/OR THE PLATFORM, AND ARE NOT AND SHALL NOT BE RESPONSIBLE FOR ANY ERROR, FAULT OR MISTAKE RELATED TO ANY CONTENT AND/OR INFORMATION DISPLAYED WITHIN THE SITE AND/OR THE SERVICES AND/OR THE PLATFORM.

WE WILL MAKE REASONABLE INDUSTRY STANDARD EFFORTS TO MAINTAIN THE SECURITY OF OUR SERVICES. NOTWITHSTANDING THE FOREGOING, WE DO NOT WARRANT (I) THAT THE USE AND OPERATION THE SITE AND/OR THE SERVICES AND/OR THE PLATFORM IS OR WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERRORS, OR FREE OF VIRUSES, DEFECTS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS, (II) THAT MONTARA WILL CORRECT ANY ERRORS OR DEFECTS IN THE SITE AND/OR THE SERVICES AND/OR THE PLATFORM, (III) THE SITE AND/OR THE SERVICES AND/OR THE PLATFORM WILL BE INTEROPERABLE OR COMPATIBLE WITH YOUR DEVICE, OTHER SOFTWARE, HARDWARE, OR ANY EQUIPMENT, AND MONTARA REPRESENTATIVES ARE NOT RESPONSIBLE FOR ANY LOSSES SUFFERED RESULTING FROM INTEROPERABILITY OR COMPATIBILITY PROBLEMS, (IV) AND/OR MAKE ANY REPRESENTATION REGARDING THE USE, INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE SITE AND/OR THE SERVICES AND/OR THE PLATFORM AND/OR CONTENT AVAILABLE THEREON OR THROUGH THE SITE AND/OR THE SERVICES AND/OR THE PLATFORM (INCLUDING THAT THE RESULTS OF USING THE SITE AND/OR THE SERVICES AND/OR THE PLATFORM WILL MEET YOUR REQUIREMENTS).

YOU AGREE THAT USE OF THE SITE AND/OR THE SERVICES AND/OR THE PLATFORM AND/OR THE CONTENT AND/OR THE OUTPUT DATA IS ENTIRELY AT YOUR OWN RISK.

INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY AND ITS LICENSORS AND AFFILIATES SHALL NOT BE LIABLE, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, TO THE USER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO, ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL AND LOST OR DAMAGED DATA OR DOCUMENTATION), SUFFERED BY ANY PERSON, INCLUDING THOSE ARISING FROM, AND/OR RELATED TO, ANY USE OF OR INABILITY TO USE THE SITE AND/OR SERVICES AND/OR THE PLATFORM, AND/OR OUTPUT DATA AND/OR THE CONTENT AND/OR ANY SERVICES PROVIDED HEREUNDER, AND THE ACCURACY OF THE OUTPUT DATA AND THEIR RELIABILITY, EVEN IF ANY PERSON OR PARTY HERETO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE,  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM  EXTENT  LEGALLY  PERMISSIBLE,  THE COMPANY’S MAXIMUM AGGREGATE LIABILITY TO USER OR TO ANY THIRD PARTY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH THE SITE AND/OR PLATFORM AND/OR CONTENT AND/OR OUTPUT DATA AND/OR SERVICES PROVIDED HEREUNDER OR USER’S USE OR INABILITY TO USE THE SITE AND/OR PLATFORM, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY THE USER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACT OR OMISSION GIVING RISE TO THE LIABILITY. INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.

16. Indemnification

You agree to defend, indemnify and hold harmless Montara, including Montara’s Representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (i) your use, misuse of, inability to use and/or activities in connection with the Site and/or the Services and/or the Platform and/or any Output Data and/or Content; (ii) your violation of any of these Terms; (iii) your violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party, in connection with your use of the Site and/or the Services and/or the Platform and/or any Output Data; and (iv) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the Site and/or the Services and/or the Platform. It is hereby clarified that this defense and indemnification obligation will survive these Terms.

Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval.

Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing.  The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement.  If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.

17. General

These Terms constitute the entire terms and conditions between you and Montara relating to the subject matter herein and supersedes any and all prior written or oral agreements or understandings between you and Montara, (b) any claim relating to the Site and/or the Services and/or the Platform or the use thereof will be governed by and interpreted in accordance with the laws of the State of Israel without reference to its conflict-of-laws principles and the United Nations Convention Relating to a Uniform Law on the International Sale of Goods may not be applied, (c) any dispute arising out of or related to the Site and/or the Services and/or the Platform will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts located in the state of Delaware, USA. You agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule. Notwithstanding the foregoing, Montara may seek injunctive relief in any court of competent jurisdiction, (d) these Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto, (e) no waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof, (f) YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF, OR RELATED TO, THE SITE AND/OR THE SERVICES AND/OR THE PLATFORM MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED, (g) if any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein, (h) you may not assign or transfer these Terms (including all rights and obligations hereunder) without our prior written consent and any attempt to do so in violation of the foregoing shall be void. We may assign these Terms without restriction or notification.