- ACCEPTANCE OF TERMS
Welcome to BlackSwan Technologies Inc., (d. b. a. “BST LABS”) a Delaware company and its subsidiaries and/or its affiliates (” BlackSwan” or ” we” or ” our“). The terms and conditions below (the ” Terms” or ” Agreement“) govern your use of this Site and the Services (as defined below).
- THE SERVICE.
The Services through use of the BlackSwan Solution, are cloud development software that enable users to improve development productivity, deployment speed, performance, security, etc.
Subject to the terms and conditions of this Agreement and your compliance herewith, BlackSwan hereby grants to you a worldwide, non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license,to browse the Site, and in the scope of a Demo or Free subscription (as such terms are defined below) to use the Services, solely for the management and administration of your internal software development processes.
Any further use of the Blackswan Site, Solution or Services exceeding the permissions, time limitation and approved capacity permitted under this Agreement is subject to you and BlackSwan entering into a separate ESA.
- DEMO TRIAL AND FREE SUBSCRIPTION OF THE SERVICES.
We may make available on the Site certain demonstrations of the Services (” Demos“) and/or allow you to register for a free subscription to our CAIOS Personal Edition or Team Edition (” Free Subscription“) of our Services and Solution. Any Demos and Free Subscription and use thereof are governed by these Terms.
You acknowledge that we may, in our sole discretion and at any time(s), add, remove, discontinue, edit or otherwise change any part of the Site including any Demos or Free Subscription (either prospective or ongoing) and the Services and Solution made available under such Demos or Free Subscription, without notice, including without limitation removing any Submitted Data and provided in the scope of such Demos and Free Subscription or otherwise in your use of the Site. You may reject changes by discontinuing your use of the Site and Demos and Free Subscription. Your continued use of the Site, Demos or Free Subscription will constitute as your acceptance of and agreement to such changes.
We may block access to the Site or the Services from any user that we suspect of breaching any term of this Agreement and/or abusing the Services, without derogating from any other right or remedy that we may have by law, equity or otherwise.
- INTELLECTUAL PROPERTY; TRADEMARKS.
All rights (including intellectual property rights) related to or arising from the Site, the Services or the Solution (excluding Submitted Data), including all contents included on or incorporated into the Site, the Services, or the Solution, such as any literary works, analyses, reports, conclusions, discoveries, text, images, photos, trademarks, service marks, designs, UI, technology, software, trade secrets and any other proprietary materials included and/or used therein (collectively, the ” Content“), and any derivative, enhancement or modification of the aforementioned, is and shall, as between you and BlackSwan, at all times, remain exclusively owned by BlackSwan, and is protected by copyrights, trademarks, service marks, patents and other proprietary rights and laws.
This Agreement does not confer to you any right in the Site, Content, Solution or Services or any part thereof other than the limited license to use the Site, Services and Solution as explicitly permitted above.
“Blackswan” and all logos and other proprietary identifiers used by BlackSwan in connection with the Site, Solution, or the Services, (” BlackSwan Trademarks“) that refer to BlackSwan or to the Solution, are all trademarks and/or trade names of BlackSwan, whether or not registered. No right, license, or interest to BlackSwan Trademarks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to BlackSwan Trademarks and therefore you will avoid using any of those marks, unless expressly permitted herein.
- USER CONDUCT; RESTRICTION ON USE
In connection with your use of the Site, the Solution, and the Services hereunder, you agree to abide by all applicable local, state, national and international laws and regulations and you may not, whether by yourself or through anyone on your behalf, nor allow or facilitate a third party to:
- use and/or access the Services, or the Solution including through your account or by using your access credentials, for any purpose intended for the benefit of third parties, in particular you may not sell, rent, license or otherwise commercially dispose of or make your access to the Services and/or the Solution available to third parties;
- use the Services and/or the Solution or any part thereof for any purpose or in any manner not explicitly authorized hereunder, including without limitation, to use any part of the Services, or Solution, to provide any services or functionality that is similar to the Services or Solution;
- violate any rights of others or the operational or security mechanisms of the Services;
- copy, modify, distribute, publicly display, transfer, or create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile, disassemble or reproduce the Site, the Solution, and/or the Services, or any parts thereof, for any purpose;
- create a browser or border environment around the Site, Services, and/or Solution, link, including in-line linking, to elements on the Site, Solution or Services, such as images, posters and videos, and/or frame or mirror any part thereof, except as expressly permitted hereunder;
- transmit, distribute, display or otherwise make available through or in connection with the Site, Solution or Services any content, including any Submitted Data, in a manner which infringes third party rights, including intellectual property rights and privacy rights, or which may contain any unlawful content;
- transmit or otherwise make available in connection with the Site, Solution and/or use the Services any malware 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;
- interfere with or disrupt the operation of the Site, the Solution and/or the Services, or the servers or networks that host them or make the Site, Solution and/or the Services available;
- use the Site and/or the Services for and/or in connection with any form of spam, unsolicited mail, or similar conduct;
- bypass any measures which may be used to prevent or restrict access to the Site, Solution and/or the Services and/or certain functionalities therein;
- use the Content, the Solution, the Site and/or the Services for any illegal, immoral, or unauthorized purpose;
- remove or delete any and all copyright notices, restrictions and signs indicating proprietary rights of BlackSwan and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Site and/or the Services;
- access and/or use any Services, Solution and/or the Content provided therein in order to build a competitive product or service;
- publish or disclose to any third party any technical features, quality, performance or benchmark test, or comparative analyses relating to the Solution and/or Services;
- infringe or violate any of the terms and conditions of this Agreement.
You represent that you are at least eighteen (18) years of age. We reserve the right to require you at any stage to provide proof of age, so that we can verify that only eligible users are using the Site and Services. In the event that it comes to our knowledge that a person who is under the age of eighteen (18) is using the Services or Site, we reserve the right to prohibit and block such users from accessing the Services and/or Site.
- USER DATA; SUBMITTED DATA
Apart from User Data, you may also provide BlackSwan through your use of the Solution and Services certain Submitted Data, i.e., data provided by you, and which is processed by the Solution in the scope of your use of the Demo, Trial or Free Subscription. By submitting the Submitted Data, you grant BlackSwan and its affiliates a non-exclusive, worldwide, royalty-free, non-transferable, license to use, process, edit, host, store, reproduce, and modify the Submitted Data, and to create derivative works therefrom, for the sole purpose of and as required for BlackSwan to provide you with the Demo and/or Trial. In addition, you grant BlackSwan and its affiliates a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, fully paid up, license to collect, store, process, analyze, transfer, display and otherwise use any and all metadata, data concerning processes, analysis and other development parameters, resulting or otherwise obtained from your use of the Services provided that such data has been anonymized such that it cannot identify or otherwise understood to be related to any identified person or entity, researching, developing, enhancing and improving our current and future products and services.
YOU HEREBY CONFIRM THAT YOU ARE EITHER THE ORIGINAL OWNER OF THE SUBMITTED DATA YOU UPLOADED/MADE AVAILABLE TO US OR THAT YOU HAVE THE NECESSARY RIGHTS AND AUTHORIZATIONS TO PROVIDE THE SUBMITTED DATA UNDER THE TERMS HEREOF.
Either party (a ” Disclosing Party“) may disclose or make available to the other party (a ” Receiving Party“) certain confidential information regarding its technology, operations, and business (” Confidential Information“). Receiving Party agrees to use best reasonable industry measures to protect the confidentiality and not disclose the Confidential Information to any third party or use any Confidential Information except as required to provide or use of the Services or the Solution in the scope of the parties’ engagement hereunder. Confidential Information shall not include information that Receiving Party can show by written evidence (a) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions. Receiving Party shall not be prevented from disclosing Confidential Information pursuant to a binding court order or similar binding legal requirement for disclosure, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperate in order to minimize such requirement. Receiving Party shall restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. Receiving Party shall in any event remain liable for any actions or omissions performed by its employees and service providers, as if performed by Receiving Party. Upon termination or expiration of this agreement for any reason or upon Disclosing Party’s written request, Receiving Party shall return or permanently destroy all Confidential Information in its possession and have an authorized signatory of Receiving Party certify the same in writing to you.
All Submitted Data is the confidential information of User and, except as expressly set forth above with respect to anonymized data, BlackSwan shall not disclose such Submitted Data to third parties or use such Submitted Data, except to provide the Site, the Demo and the Trial (as applicable) to User.
- YOUR CONTRIBUTIONS TO THE SITE OR THE SERVICES.
In the event you provide us, or post on or through the Services or the Site, any suggestions, material, ideas, comments, or other feedback relating to the Site, the Solution, the Services and/or the Content (” Feedback“), you agree that we may, in our sole discretion, use any Feedback in any way, including without limitations in future modifications of the Site, Solution, Services or advertising and promotional materials relating thereto.
If applicable, all “moral rights” that you may have in your Feedback have been voluntarily waived by you.
- DISCLAIMER OF ALL WARRANTIES.
YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE, THE SOLUTION, THE SERVICES AND THE CONTENT, PURSUANT HERETO, IS AT YOUR OWN DISCRETION AND SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING CONSEQUENCES. BLACKSWAN (ON BEHALF OF ITSELF AND ITS SUBCONTRACTORS AND AFFILIATES) DISCLAIMS ANY RESPONSIBILITY FOR ANY LOSS OR HARM CAUSED IN CONNECTION WITH OR RESULTING FROM YOUR USE OF OR RELIANCE ON THE SERVICES, OR THE SOLUTION.
THIS SITE, THE SOLUTION, THE SERVICES, AND THE CONTENT, ARE PROVIDED HEREUNDER ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES, EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE SITE, THE SOLUTION, THE SERVICES AND THE CONTENT, AS MADE AVAILABLE HEREUNDER, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT THE SITE, THE SOLUTION, THE SERVICES AND THE CONTENT, WILL MEET YOUR REQUIREMENTS, OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR, BUG OR VIRUS FREE; NOR DO WE WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THIS SITE, HE SOLUTION, THE SERVICES, AND THE CONTENT, IN TERMS OF THEIR CORRECTNESS, COMPLETENESS, AVAILABILITY, ACCURACY, USEFULNESS, RELIABILITY OR OTHERWISE.
- LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES SHALL BLACKSWAN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, NOR FOR ANY DAMAGES (I) ARISING OUT OF THE USE OR THE INABILITY TO USE THIS SITE OR THE SERVICES, (II) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, OR (III) RESULTING FROM ANY INACCURACIES OR ERRORS OF INFORMATION RECEIVED AS A RESULT OF USING THIS SITE OR THE SERVICE; IN EACH CASE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REPUTATION, GOODWILL, USE, DATA OR OTHER INTANGIBLES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL BLACKSWAN, NOR ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDER, AND EMPLOYEES’ (“BLACKSWAN PARTIES”) AGGREGATE LIABILITY TO YOU, EXCEED THE AMOUNTS PAID BY YOU TO BLACKSWAN IN RESPECT OF THE SERVICES OR ACCESS TO THE SOLUTION.
Subject to applicable law, you agree that regardless of any statute or law to the contrary, any claim or cause of action brought by you or anyone at your behalf, arising out of or related to use of the Services or to this Agreement, must be filed within one (1) year after such claim or cause of action arose or be forever barred.
YOU RELEASE, AND AGREE, AT YOUR OWN EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS BLACKSWAN, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, FROM ALL LIABILITIES, CLAIMS, ALLEGED CLAIMS, LOSS AND DAMAGES (OF EVERY KIND, WHETHER KNOWN OR UNKNOWN AND SUSPECTED OR UNSUSPECTED), AND INCLUDING REASONABLE ATTORNEY’S FEES RELATED IN ANY WAY TO: (I) YOUR BREACH OF ANY TERM OR CONDITION OF THIS AGREEMENT, (II) YOUR USE OF, RELIANCE ON OR ACCESS TO THIS SITE, THE SERVICES, ANY OF OUR USERS’ SUBMITTED DATA AND THE CONTENT; (III) YOUR FEEDBACK; (IV) YOUR USE OF, RELIANCE ON OR ACCESS TO ANY THIRD PARTY SOFTWARE, APPLICATIONS OR DATA RESULTING FROM YOUR USE OF THE SITE OR THE SERVICES; (V) ANY RIGHTS OF A THIRD PARTY WITH REGARD TO YOUR SUBMITTED DATA, INCLUDING PRIVACY OR INTELLECTUAL PROPERTY RIGHTS. WE WILL PROVIDE YOU WITH WRITTEN NOTICE OF SUCH CLAIM, SUIT OR ACTION. YOU SHALL COOPERATE FULLY IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU.
We may change the terms of this Agreement or the Services at any time and in our sole discretion. If we make any material changes to this Agreement, we will post a notice of these changes on our Site. If you do not agree to the new or different terms, you should not use the Site or the Services.
- GOVERNING LAW.
Your use of the Site or the Services may be subject to local, state, national, and international laws. By visiting or using the Site, the Services, and any part thereof, you expressly agree that this Agreement will be governed by Israeli law without regard to its choice of law or conflicts of law principles. You expressly consent to the exclusive jurisdiction and venue in the courts in Tel Aviv, Israel, except that temporary relief to enjoin infringement of intellectual property rights may be sought in any court.
This Agreement and our rules and policies in this Site, as updated from time to time, comprise the entire agreement between you and us, states our entire liability and your exclusive remedy with respect to the Site and Services, and supersede all prior agreements pertaining to this Agreement and such rules and policies subject matter. If any provisions of this Agreement are held to be contrary to law, then such provisions shall be construed, as nearly as possible, to reflect the original provision and the other provisions remain in full force and effect. Any failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. The section titles in this Agreement are solely used for convenience and have no legal or contractual significance. This Agreement is personal to you, and you may not assign any of your rights or obligations hereunder. This Agreement may be assigned by us without restriction.