ClearML Platform General Terms of Use and EULA

ClearML Platform General Terms of Use and EULA

Ver 5.0 Effective starting: Dec 30, 2021

Welcome!

Welcome to the ClearML Platform (“Platform”), fully developed and owned by Allegro Artificial Intelligence Ltd. (“Allegro”). We thank you for choosing to use our Platform or to experiment with it. 

For your convenience, we have listed below the legal terms and End User License Agreements that apply to anyone who visits Platform or uses it (“Platform Terms” or “Terms” or “Platform ToU” or “ToU”). 

Platform Terms specify our rights, as owners of Platform, the rights we grant to you, as our user, and the rights you grant us, by using or visiting Platform. When reading the Terms, keep in mind that Platform offers a wide range of tools and features and therefore part of the terms below may not be relevant to your specific use of Platform.

This ToU sets the general terms for using ClearML Platform and any of Allegro products, and applies to all of our users, regardless of their specific usage plan. In the event you, your employer, or other legal entity that you are part of, or in other way related to, entered into any other specific agreement with Allegro, for the use of the Platform, or for the use of any Allegro products or services, (“Agreement”), that Agreement also applies and governs your access and use of Platform, in addition to all terms and conditions of this ToU.

Please read the Terms, as well as the Agreement, if it exists, carefully and thoroughly. It is to clarify that by accepting and executing your Saas or Enterprise specific terms of use, you will be also accepting and approving this ToU. 

1. Allegro Platform, Ownership of Platform and Content

Allegro Platform is a proprietary software platform for machine learning and deep learning research and product tooling, operations and product lifecycle management (“MLOps”). Platform is the property of Allegro. Allegro is also the owner of the trademark “allegro.ai” and “ClearML”.

Except where expressly stated otherwise on Platform or on ToU, Platform’s contents, in their entirety, including, but not limited to Platform’s texts, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artworks, architecture, computer-codes, including but not limited to all server-side and Client-side computer-codes, all included software, and applications (collectively, “Content“) which comprises the Platform and all components found in it, or run by it, are owned or licensed by or to Allegro, and protected by applicable laws.

These Terms are also available at https://clear.ml/legal/general-platform-tou/

2. Right of access, Right of use and additional rights

As long as you comply with the Platform Terms and with Agreement terms, and as long as Agreement was not terminated, Allegro hereby grants you, the Customer, a personal, non-exclusive, non-transferable, limited privilege, to access and use the Platform, by means of the specific products and complementary services which are included on the Agreement terms (“Platform License”).

Furthermore, and as long as you comply with the Platform Terms and with Agreement terms, and as long as Agreement was not terminated, Allegro grants you additional rights, in respect to some features and tools of Platform, by and according to the End User License Agreement found at the last section of the Terms (“EULA“).

Alongside granting you with the above stated rights, Allegro shall retain all ownership rights and all of its other rights, in respect to Platform and Content, and except where otherwise specifically provided on Terms, including EULA, on Platform or on Agreement, the above stated rights, shall not include a right for a copy of Platform or any part of, and therefore no part of the Platform and Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including by “mirroring”), to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without Allegro express prior written consent.  

Allegro may also grant you a right for support service, which includes Support for failures and defects of Platform and for technical issues concerning Platform (“Support”). However, in any event, Support shall not include any intellectual property related issues, any artificial intelligence training or processes related issues, and any other matters which require professional and/or consulting services. Any other services, in addition to Support, such as, but not limited to, professional services, training, data files storage or similar process compute services, of any kind, shall be provided by Allegro only subject to an additional appropriate service agreement. Support shall also be limited as indicated on Agreement.

Whenever the cause of a failure or a technical Issue cannot be determined by ordinary means such as traceback logs or other means which do not require Allegro to examine user’s or Customer’s data, then such a failure or a technical issue shall be considered as not included in Support, unless a written consent, made by a person with appropriate power, capacity and authority to do so, shall make any pertinent data available for examination by Allegro, while assuming, exclusively and solely, absolute responsibility, for any outcome or result which may arise out of such examination. 

3. Your use of Allegro

General obligations for using Platform

Your right to access Platform and your right to use it, are provided subject to your acceptance of Platform ToU and subject to your complete compliance to Platform ToU, during any period in time of using the Platform.

The use of the Platform is limited for your MLOps needs only. Access to and the use of Platform are provided with no guarantee for any specific result.

Your account on Platform (“User Account”), could be accessed by using an associated Google, GitHub or Bitbucket or other Platform’s supported authentication account (“User’s Associated Account”), via such account’s username and password (“Credentials”).

Your use of Platform is limited to the use of Platform’s graphic user interface (“GUI”), Platform’s Command-Line user interface (“CLI”), Platform’s Application Programming Interface (“API”), (GUI, CLI and API, collectively, “UIs”), Platform Software Development Kit (“SDK”), Platform API Python Driver (“API Python Driver”) and to the use of each of their included tools and features, including the use of  initial artificial-neural-networks and computer-code (“Open Sample Code”).

The use of Platform requires you to install CLI and SDK, since CLI and SDK are essential for Platform’s proper operation.

Installing and using CLI or SDK or API Python Driver, as well as any copying or using of Open Sample Code, or any of Platform’s offered data-sets or artificial virtual neural-network computer codes, by Customer, is contingent upon your acceptance and execution of each of their respective End User License Agreement (“EULA”) or to its applicable license, found or linked to, at the last section of Platform ToU, or linked from Platform, and upon your compliance with all of the respective EULA terms and conditions.

The use of Platform’s web interface requires some of Allegro’s computer-code to run on the user’s computer (“Platform Client-Side Code”). For the avoidance of doubt, it is hereby stressed that Platform’s Client-Side Code is included in Content.  

Technical requirements for using Platform

The use of Platform requires trained personnel, skilled, experienced and knowledgeable in machine learning, and/or deep learning, neural networks and related technologies, sufficient internet connection, or sufficient LAN connection, as applicable, and suitable hardware, software, and other devices, as indicated on Agreement.

Prohibited Actions and Unauthorized Use of Platform

1. You may not attempt to gain unauthorized access to any portion or feature of the Platform, that is, to any part outside of UIs and SDK, or to any other systems or networks connected to Platform or to any of Allegro’s servers, computers or other devices, by hacking, password “mining” or any other illegitimate means.
2. You may not probe, scan or test the vulnerability of the Platform or any network connected to it, nor breach the security or authentication measures of it, or of any network connected to it. 
3. You may not trace, by any means, any information on any other users to the Platform, or any other customer of Allegro, including any Platforms’ account other than your User Account.
4. You may not exploit the Platform or any service offered on it, or any information made available or offered by or through the Platform, in any way, where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Platform.
5. You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or any other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform.
6. You may not, in any way, reproduce or circumvent the navigational structure or presentation of the Platform, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Platform, or to access any part of Platform, other than its UIs and SDK.
7. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform or Allegro’s systems or networks.
8. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform or with any transformation of data being conducted on the Platform, or with any other person’s use of the Platform.
9. You may not manipulate identifiers in order to disguise the origin of any message or other data you send to Platform. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.
10. You may not use UIs, SDK, Platform or any part of it, including any tool or feature offered by Platform, for any purpose that is unlawful or inconsistent with any applicable law, regulation or governmental order or directive, for any purpose prohibited by Agreement or Terms, or in any way which may solicit the performance of any illegal activity or other activity which infringes any right of Allegro or of any other third party.
11. You may not register any data-set to Platform, or provide UIs, SDK or Platform, links to any data-set, computer code or any other data, which is not, owned by, or otherwise legally made available to you, to your employer or to other legal entities that you are part of. You may not register any data-set to Platform, or provide UIs, SDK or Platform, links to any data-set, computer code or any other data, that you were not authorized to link, or to any data-set, computer code or any other data, that may harm or otherwise damage, in any way, any of Allegro’s UIs, SDK, Platform, or any other part of it, including any tool or feature offered by Platform, or any third party or any third party’s property. You may not register any data-set to Platform, or provide UIs, SDK or Platform, links to any data-set, computer code or any other data, containing Personal Data, meaning data that can be used to identify or contact a single person, or to identify or contact a single person’s or a single users’ unique identifier, or containing or comprising of images, graphics, tags or other metadata, which can be considered as pornographic, violent, obscene, racist, abusive, deceptive, threatening, hate mongering, terror inducing, gambling related, or which is expected to be considered by reasonable public consensus to be inappropriate, unless for legitimate research or security purposes.
12. You may not access or use the Platform for any other purpose than the formal purpose under which Allegro is offering the Platform for, that is for the purpose of  MLOps, and without limiting the above said, you may not access or use the Platform for the purpose of studying or researching the Platform itself, or any of its components, either out of the intent to develop or improve other products, identical or similar to the Platform or to any of its components, or for any other similar purposes.
13. The personal, non-exclusive, non-transferable, limited privilege right, to access and use Platform, granted to you subject to your compliance with the Platform Terms and Agreement covenants, is not assignable, whether by assignment, operation of law or otherwise, including but not limited to any assignment for the benefit of creditors, without the prior written consent of Allegro. 

Boundaries, Exclusions Limitations and Constraints

Content, UIs, SDK, API Python Driver, Open Sample Code, Platform, and any other part of it, may be temporary unavailable or otherwise disrupted, due to overall Internet or LAN congestion, slowdown, or unavailability of Internet or LAN infrastructure or generic Internet services (e.g. DNS servers), due to a computer virus infection or hackers attacks, actions or failures to act, of you or of any third party, beyond the control of Allegro, a result of failure or malfunction in yours or any third party’s: equipment, hardware, software, network infrastructure, or services, not within the sole control of Allegro, scheduled and announced Platform, UIs or SDK downtime, force majeure events of any kind. In this section of Terms, “Force Majeure Event” means an event beyond the control of Allegro, which prevents us from complying with any of Allegro obligations under Agreement, including but not limited to: Act of God (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods), War, hostilities (whether formal war declared or not), terror acts, hostile acts or crimes committed out of nationalistic motivation, invasion, armed mobilization of enemies or terror groups, embargo, acts or threats of terrorism, Rebellion, revolution, insurrection, or military or usurped power, or civil war, Contamination by radioactivity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component of such assembly, riot, commotion, strikes, go slows, lock outs or disorder, unless solely restricted to employees of the Provider or of his Subcontractors, and Allegro shall not be deemed responsible or liable for such periods of temporary unavailability or otherwise disruption, or to any consequences thereof.

The use of Platform is provided with no express or implied warranty for any specific Platform’s, UIs’, or SDK’s: configuration, technology, software, architecture, feature, tool, outcome or result of any kind, performance or standard, and Allegro may change from time to time by its own and sole discretion, any part of Platform, of UIs and of SDK, and any and all of their tools and features, and their respective underlying architecture, technology and software, as well as these Terms.

Allegro may establish links between Platform and websites operated by third parties. Allegro has no control over any such other websites, and the existence of any such links shall not constitute an endorsement, representation or warranty by Allegro of such websites, their content, their operation or the products or services it may offer. Allegro also disclaims any responsibility for the privacy policies and customer information practices of third‑party websites hyperlinked to Platform.

Allegro reserves the right to modify, suspend, terminate or interrupt the operation of or access to Platform or any portion of it, as necessary to perform routine or non-routine maintenance, error correction, or other changes. Allegro shall make reasonable efforts to notify in advance of any planned disruption of Platform’s activity, and prior to any modification of the Terms or of UIs, SDK, Platform or any portion of it.

4. Disclaimers and Limitation of Liability

Excluding any specific obligation under Agreement, your right to access Platform and your right to use Platform and any and all of its parts, tools and features,  are provided “AS-IS” and “AS AVAILABLE”, with no express or implied representation, warranty or condition of any kind, and without limiting the foregoing, with no express or implied obligation, representation or warranty for any specific Platform’s, UIs’, and SDK’s: configuration, technology, software, architecture, feature, tool, result, suitability for any task, performance or standard, and while Allegro disclaims any and all express or implied representation or warranty of condition, satisfactory, quality, merchantability, fitness for any particular use and purpose, non-infringement or non-damaging , with no warranty that Platform or any part of Platform, is free of errors, bugs or third party’s covertly inserted malware or from other harmful components, without warrant, endorsement, guarantee or assuming of responsibility for the performance, use and any result of Platform or any part of it and of any third party’s service, computer code, software, application, hardware, computer or any other device, whether included in Platform or any part of it, or included on hardware requirements for Platform or in Platform’s Hardware, or otherwise used or operated by Allegro or by you, with no warranty for any advice, reply or support of any kind, given to you by Allegro, but with the sole exception of warranties (if any) which cannot be expressly excluded under applicable law. 

Use of Platform is at the user’s sole risk. By accessing and using Platform you present yourself capable and knowledgeable for such use, and assume absolute responsibility for the use of Platform, UIs and SDK, and acknowledge that your sole remedy for any dissatisfaction or content with Platform, excluding any specific remedy granted by Agreement or by ToU, shall be to discontinue with the use of Platform, and that this limitation of relief is an integral part of Terms.

In any case or event, relating directly or indirectly to your execution and performance of Agreement and ToU, to your use of Platform, or any part of it, or to breach, or  to any non-compliance of any warranty, representation or obligation of Agreement or of Platform ToU, or to any violation of any policy, applicable law, regulation or governmental directive or order, relating to the activities that are the subject hereof, Allegro, its subsidiaries, parent company, directors, officers, employees, agents, stockholders, affiliates, subcontractors and customers (collectively, “Related Parties”) shall not be deemed liable or responsible beyond the overall sum of the annual Service Fees paid in full by according to Agreement for the service rendered on the year in which the said liability was created.

The above disclaimers shall apply in any event, including but not limited to any indirect, incidental, special, consequential or punitive damages, liability, or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action or any other theory of liability.

5. Customer and user Responsibility and Indemnification

Customer shall assume full responsibility for any outcome and result arising out of any use of Platform, UI’s SDK, API Python Driver, Open Sample Code, or any other part of Platform, made by the Customer, and for any use made by any user who has created a User Account which is subject to the customer’s Platform License (“Customer’s User”).

Customer shall indemnify Allegro and its Related Parties, in full, and hold them harmless for and against all claims, obligations, allegations, demands, actions, suits, liabilities, damages, losses, settlements, judgments and costs and expenses, including without limitation, attorney fees, experts fees and all other legal and litigation fees, arising out of, or relating to, or resulting from, the execution and performance of Agreement and ToU, or from the use of Platform or any part of it, or from Breach, or from any non-compliance of any warranty, representation or obligation of Agreement or of Platform ToU, or from any violation of any policy, applicable law, regulation or governmental directive or order, relating to the activities that are the subject hereof.

6. Violation of Agreement or Terms and termination of Agreement and of access to Platform

Allegro may, in its sole discretion and without prior notice, and in addition to any other right it may exercise, terminate the Agreement, for cause, and terminate access to Platform or block future access to it, upon the occurrence of  one of the following events:

1. Violation of  any term or obligation set on Agreement or on Terms; 
2. If Allegro shall be obligated to do so by law, or requested by law enforcement or other governmental agencies to do so;
3. If the use of the Platform or any part of it, is found or becomes criminal, or in contrast of any applicable law, regulation, policy, or governmental directive or order, or morally unacceptable, or not in good faith;
4. In the event of (i) customer’s voluntary or involuntary bankruptcy or insolvency (except for ex-parte proceedings), (ii) Customer’s making of an assignment in contravention of the Agreement, including an assignment for the benefit of creditors, or (iii) a petition having been filed against Customer under a bankruptcy law, any other law for relief of debtors or other law similar in purpose or effect, the effect of which is to cause Customer to have its business effectively discontinued, which petition has not been removed within 60 days.

Allegro will not be liable for the termination of the Agreement and for the termination of your access to Platform, at one of the above stated events.

Furthermore, if Allegro shall take any legal action following a  violation of any term or obligation set on Agreement or ToU, in addition to termination of access to the Platform, Allegro shall be entitled to recover from the Customer or from the relevant Customer’s User, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Allegro. 

The termination of Agreement  and the blocking of access to the Platform shall not relieve the Customer and the relevant Customer’s User from Agreement’s and Platform ToU obligations accrued until  such termination, and from Agreement’s and Platform ToU obligations which were expressly set to survive such termination.

Upon Termination or Expiration of Agreement, Customer shall act as follows:

1. Customer shall pay all unpaid Service Fees for Service rendered until Termination of Agreement, within 14 days of Termination;
2. Customer shall uninstall and remove, in full, from any of its computers and any other devices, and from any third party’s computers and any other devices, which are controlled by Customer or made available to Customer, any software or computer-code or application or an interface, owned by Provider, or which is a part of Platform, or which was made available to Customer according or pursuant to Agreement or Platform ToU, or which was installed or copied or otherwise used by Customer, including all SDK, as below defined, components and any of its derivatives and modifications made by Customer, and excluding any such software or computer-code or application or an interface, which Customer was granted rights of use for, which were specifically set to survive Termination of Agreement.
3. Customer shall comply in full with all of its Agreement and Platform ToU obligations accrued until Termination, and Agreement and Platform ToU obligations which were expressly set to survive Termination.

7. Data Confidentiality Representation and Warrants and Retainment of Rights

General Data Confidentiality Principle –  We Allow You to Keep Your Computer-Code and Data Confidential.

Allegro is firmly committed to protecting Customer’s proprietary, confidential or private data, including Customer’s raw data, raw data files, raw data-sets, software and computer-code (“Customer’s Data”). For keeping confidentiality of Customer’s Data, Platform was purposely designed in such a way that enables you to utilize Platform tools and features without being required to transfer, upload, copy or otherwise expose Customer’s Data to Platform or to Allegro.

Allegro may use logs which record the results, subject matter and progress statistics of experiments, training and evaluating tasks, parameters, tagging, labeling, statistics and any other such statistics of your experiments and data-sets, but only of your experiments and data-sets which were registered to Platform (all collectively, “Statistical Information”), for further developing and improving Platform or any part of it, or any other of its tools, features, applications, products, software or computer-code and for the development of new tools, features, applications, products and software, and any such development shall not reduce or otherwise change your duty to comply with all of the obligations set out in Agreement and Terms and shall not grant you any additional right that was not expressly granted to you by and according to Agreement and Terms.

You should also take into account that if you use any of the data-sets or virtual neural-networks which Platform may offer, Platform and Allegro will be aware of its initial computer-code but will not be able to examine any later changes or modifications done on them, whether by you or by your use of Platform tools and features.

Furthermore, Allegro shall have access to, and may collect Statistical Information on, any files you will choose to upload to the Platform or to any other device owned or controlled by Allegro. 

Allegro is the sole and exclusive proprietor and owner of all rights of Platform, Content, UIs, SDK, API Python Driver and Open Sample Code, and without limiting the foregoing, including all of their current and future developed parts, tools and features, applications, software and any computer-code, and including any future developed parts, tools and features which shall be developed based on Statistical Information, and including their respective underlying technology and software, configurations, designs, architecture and any computer-code and any other data of it or included in it, and any other part of it, regardless of whether developed or produced by or for Allegro, and regardless of whether developed or produced prior or following to the Effective Date of the Agreement (“Allegro’s Property”), and Customer and you hereby represents and warrants that Allegro shall retain all ownership, all proprietary and intellectual property rights, including copyright and any other right, in regard to Allegro’s Property, and nothing in Agreement or in Platform ToU, shall be construed as reducing, harming, or otherwise changing any of Allegro’s rights in regard to Allegro’s Property.

Alongside and subject to the above said in regard to Allegro’s and Platform’s use of Statistical Information and in regard to the retainment of Allegro’s rights in Allegro’s Property, Allegro hereby represents and warrants that the rightful owner of Customer’s Data shall retain all existing ownership, all existing proprietary and intellectual property rights, including existing copyright and any other existing right, in regard to any software, computer code and data files, which will be linked or registered to Platform, and unless otherwise determined according to Agreement, Platform ToU or EULA, Customer shall also retain all such rights in regard to software, computer code and data files which will be developed, improved or otherwise modified by using Platform, and nothing in the Agreement shall be construed as reducing, harming, or otherwise changing any of Customer’s rights in regard to it.

 

Customer and you hereby represents and warrants that they possess legal power and capacity, including any and all governmental authorizations in case needed, including commercial registration and business licenses, required to execute Agreement and Platform ToU, and to perform their obligations, and that if needed all resolutions and actions required for entering into Agreement and Platform ToU were duly made and executed at the relevant institutions and organs, in accordance with each of their bylaws, applicable laws and regulations, and that their signatories were duly assigned by it to have full legal power and capacity to enter into the Agreement and Platform ToU, and to bind them to the Agreement’s  and Platform ToU’s obligations.

Customer and you hereby represent and warrant that there are no outstanding obligations or agreements, whether written, oral or implied, that are inconsistent with Agreement and Platform ToU, and that the execution of Agreement or Platform ToU, do not conflict with any of their other contractual obligations, express or implied.

8. Private Data

We Only Collect and keep Personal Data which was Voluntarily provided

Personal Data, meaning data that can be used to identify or contact a single person, or to identify or contact a single person’s or a single users’ unique identifier (“Personal Data”), is only collected and kept by Allegro if it was voluntarily provided. When entering into an Agreement, we collect and keep Personal Data of our customer, signatories and contact persons. This Personal Data is only used for keeping our obligations under Agreement. 

When asked by our customers to assign user account for a person or other entity, Allegro may collect, according to Allegro’s sole discretion, some of that user’s or entity’s Personal Data, such as the type of the User’s Associated Account used for logging-in to User Account, and other Personal Data items provided from the User’s Associated Account, as well as Personal Data of your actual use of Platform, all for the purpose of keeping our obligations under Agreement, and for the purpose of further improving Platform and Platform tools and features. Allegro uses User’s Associated Account only for authentication purposes, and collects from the User’s Associated Account only that Personal Data which is being submitted to Allegro automatically by the User’s Associated Account provider. Allegro does not initiate any other request for additional information or Personal Data to the User’s Associated Account provider.   

You may contact us at all times, in order to request any change or modification of your Personal Data we have collected and stored, including its complete deletion.    

We are not trading your Personal Data with any third party and would not provide it to any third party unless on the specific circumstances and events stated hereafter.

We will never provide, sell, trade or deliver any of your Personal Data,  or any other data related or belonging to you, to any third party. However, in the event of an acquisition, merger, or any other form of disposition of Allegro or any part of it, or any of Allegro’s assets or properties, including intellectual property, such data may become the property of the new purchaser or owner. 

Platform’s data, or any part of it, including your Personal Data, Statistical Data and data of your use of Platform, may be stored on an Allegro’s cloud provider data-center, and when that is the case, Allegro shall take reasonable commercial measures to store such data in an encrypted manner.    

In addition, Allegro may disclose any information we have about you, including your identity if you have provided it to us and including Personal Data, if we determine Allegro is obligated to do so by any applicable law, or in case such disclosure will be necessary for any investigation or complaint regarding your use of Platform, or to identify, contact or bring legal action against someone who may be causing injury to or interference, intentionally or not, with Allegro rights or property, or the rights or property of other users of Platform. 

Allegro reserves the right to disclose any information that it deems necessary, including your Personal Data and data of your use of Platform, to comply with any applicable law, regulation, legal process or governmental request. Allegro also may disclose your information when it determines that applicable law requires or permits such disclosure, for fraud protection purposes.

You acknowledge and agree that Allegro may preserve any transmittal or communication you made with Allegro through the Platform or any service offered on or through the Platform or by any other means, and may also disclose such data if required to do so by law or in case such disclosure is reasonably necessary to comply with legal process, enforce Agreement or Terms, respond to claims that any such data violates the rights of others, or for protecting the rights, property or personal safety of Allegro, its employees, users to Platform, and the public.

 

We May Automatically Collect Non-Personal Platform Usage Data

Platform, may use “cookies” and other technologies such as pixel tags and web beacons, to Automatically Collect Platform Usage and other non-personal data. These technologies help us better understand users behavior, tell us which parts of our Platform users have visited, and facilitate and measure the effectiveness of Platform’s tools and features, all in an effort to provide users with the best Platform possible.

Platform uses “cookies” which store your Credentials locally, on YOUR device, to enable Platform to present previews of data-sets you  have registered to Platform, on Platform GUI. 

9. Accounts, Passwords and Security

Your User Account was assigned to you either if you have entered into Agreement with Allegro and you asked us to do so, or if the Customer has entered into Agreement with Allegro or was assigned Platform usage rights according to Agreement, and pursuantly requested Allegro to do so. 

Your User Account and your user rights granted to you by and according to Agreement and Platform ToU, are not assignable, whether by assignment, operation of law or otherwise, including but not limited to any assignment for the benefit of creditors. 

If to your understanding you were falsely assigned a User Account, you should notify us promptly so we can conduct necessary inquiries and act accordingly. During those inquiries we may suspend your assigned User Account and your access to Platform. 

You are entirely and solely responsible for maintaining the confidentiality of your Credentials, and of any other information you hold concerning your User Account or any other User Account, and for any and all activity that occurs under your User Account. Allegro disclaim any responsibility and any liability in case you have failed to keep this information secure and confidential.

You are forbidden from allowing anyone other than you to access your User Account, and you agree to notify Allegro immediately of any unauthorized use of your User Account or Credentials, or any other breach of security. You may be held personally liable for any losses incurred by Allegro, by Customer or by any other user to the Platform due to someone else using your User Account or Credentials or for your failure to keep your User Account information secure and confidential.

You may not use anyone else’s user account or Credentials. 

Allegro cannot and will not be liable for any loss or damage arising from your failure to comply with the obligations set forth on this Platform ToU.

10. Miscellaneous

Governing Law and Forum – This Agreement has been entered into and shall be deemed to have been made in the State of Israel. Parties hereby agree and herein consent to the exclusive jurisdiction of the authorized courts of the states of Israel, regardless of any choice of forum principals. Parties hereby agree and herein consent that Agreement shall be governed in all respects and for all purposes, including but not limited to, shall be construed, enforced and remedied, by the laws of the State of Israel. It is the intent and agreement of the parties that no substantive or procedural law of a jurisdiction or forum other than of the State of Israel, shall apply to any matters in dispute arising out of or relating to the Agreement, and that to the maximum extent permitted by law, Customer and you  hereby waive the application of any conflict-of-law or rule of any other jurisdiction or forum which would cause any such matter in dispute to be referred to or governed by the law of any jurisdiction or forum other than the laws of the State of Israel, and other than the authorized courts of the state of Israel, and waive the right to object to the exclusive jurisdiction of the authorized courts of the state of Israel, by claims of inappropriate or inconvenient forum, or any similar grounds claims.

Resolution of Disputes – Should any dispute arise in connection with the Agreement, Allegro, you and Customer shall endeavor to reach an amicable agreement.

Incorporation by Reference – EULA and each of the Agreement and its Appendixes thereof is expressly incorporated herein by reference, and made an integral and inseparable part of Terms, once Terms executed by all Parties and becomes effective, and all references to the Agreement shall include each of the Appendixes thereof. In case of any inconsistency between the Agreement and Terms, Terms shall govern.

Integration of Terms – This Platform ToU, and Agreement, including all Agreement’s Appendixes thereof, sets forth and constitutes the entire agreement and understanding between Allegro and you, with respect to the subject matter hereof, and supersedes any and all prior agreements, understandings, promises, representations or warranties, whether written or oral, made between Allegro and, you or Customer, with respect to the subject matter hereof, all of which shall be invalid.

Amendments – Terms may not be amended, modified, released, or discharged in any manner, by any User or Customer except by an instrument in writing, referring to Agreements, and signed by Allegro, however, Allegro reserves its right to modify and change any of the terms of this ToU, at all times and according to Allegro sole discretion, including license terms, and including by making the licensing of Software, subjected to additional charges.

Survival – All representations, warranties, covenants and agreements of the Parties included on Agreement and  Terms, shall survive the execution and delivery of Agreement and Terms.

Cooperation – Each of the Allegro, Customer and you, shall take such actions, including the execution and delivery of further instruments, as may be necessary, for the execution of Agreement and Terms, and to give full effect to the provisions hereof and to the intent of the Parties.

No benefit to Others – Agreement is for the sole benefit of Allegro, Customer and permitted assigns according to the Agreement, and shall not be construed as conferring any rights on any others.

Severability – If and solely to the extent that any provision of this Terms and Agreement shall be invalid or unenforceable, or shall render entire ToU or Agreement to be unenforceable or invalid, such offending provision shall be of no effect and shall not affect the validity of the remainder of Terms and Agreement, or any of their provisions, and the Parties shall use their respective reasonable efforts to renegotiate the offending provisions to best accomplish the original intentions of the Parties.

Waivers – No waiver of any right under the Terms and Agreement shall be deemed effective unless contained in writing and signed by the Party charged with such waiver, and no waiver of any right shall be deemed to be a waiver of any future right or any other right arising under this ToU and Agreement.  Failure by a Party to exercise its right of termination according to Agreement, shall not constitute a waiver of its rights in the event of any subsequent occurrence.  No delay or omission to exercise any right, power, or remedy accruing to any Party upon any breach or default under Agreement or Terms, shall be deemed a waiver of any other breach or default therefore or thereafter occurring. Any waiver, permit, consent, or approval of any kind on the part of any Party of any breach or default undertheTerms and Agreement, or any waiver by any Party of any provisions or conditions of Terms and Agreement, must be in writing and executed by such Party and shall be effective only to the extent specifically set forth in such writing.

Remedies – All rights, remedies, undertakings, obligations, and agreements contained in Terms  and Agreement shall be cumulative and none of them shall be a limitation of any other remedy, right, undertaking, obligation, or agreement.

Headings and associating numbers – The headings in Terms and Agreement are included for ease of reference only, and shall have no legal, constructive or interpretive power or effect.

Special Meanings –  The word “including” on Terms and Agreement, shall always mean including without limitation. The word “person” on Terms and Agreement, shall mean any legal entity, including an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a Governmental Entity.

Specific Performance – Each Party agrees that the other Party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof, in addition to any other remedy to which it may be entitled, at law or in equity.

Notices – All notices, consents, or other notifications given or made according to Terms and Agreement, shall be in writing and shall be deemed duly given or made, immediately upon delivery by Email sent to Email addresses provided by the Parties, or upon confirmation of delivery or of refusal, when sent by a recognized international courier service.

Interpretation with other Corporate Documents – In the event of any conflict between the provisions of  the Terms and Agreement and the Certificate of Incorporation, the Bylaws, the Certificate of Designation or other corporate document, of any Party, the terms of Agreement shall govern.

Publicity – Allegro shall be entitled to publicly announce its engagement with the Customer by the Agreement, and specifically shall be entitled to publicly announce the becoming of the Customer its client, but neither Allegro and Customer shall issue any press release or other publicity materials, or make any presentation with respect to the expiration or termination of the Agreement, or the terms and conditions of the Agreement or of Platform ToU, without prior consent of the other party, provided that this restriction shall not apply to disclosures deemed necessary by a Party or its affiliates or representatives for purposes of  due diligence request material, litigation or compliance with law, regulation, a court order or stock exchange requirement.

Confidentiality – The specific terms and conditions of the Agreement and Terms are strictly confidential and you are prohibited from disclosing it in any manner or form, directly or indirectly, to any person or entity under any circumstances. Any information of a non‑public, confidential or proprietary nature, or whether of a commercial, financial or technical nature, or whether of a customer, supplier, product or production-related, including any information, in any form, in respect to Platform, and to Platform’s UIs and SDK, and without limiting the foregoing, including all of their parts, tools and features, applications, software and any computer-code, and including their respective underlying technology and software, configurations, designs, architecture and any computer code and any other data of it or included in it, and any other part of it, or in respect to any other Allegro’s property, or any other information, exchanged between the parties to  the Agreement, or revealed to a party to the Agreement as a result of entering into the Agreement, or as a result of executing the Agreement, or as a result of your use of Platform, shall be deemed to be confidential and you are hereby prohibited from disclosing it  in any way or form, to any third party. Notwithstanding  the above said, Allegro’s use of third parties’ data-centers for the operation of the Platform shall not be considered a disclosure of confidential information.

11. EULA

Among other tools and features, Platform may offer the use of Public Domain Data-Sets, and other Free-To-Use Data-Sets, from different sources (“Public DS”), the use of Public Domain Artificial Neural-Networks and other Free-To-Use Artificial Neural-Networks (“Public NNC”). 

The use of any Public NNC, Public DS, CLI, SDK, API Python Driver, and Open Sample Code  requires you to have a copy of it, and therefore requires granting of an appropriate license. Therefore, the use of Public NNC, Public DS, CLI, SDK, API Python Driver, and Open Sample Code is subject to your acceptance and execution of its applicable EULA or its applicable Public Domain or Free-To-Use, or other, license.

EULA for CLI, SDK, and API Python Driver, can be found below. EULA also applies to Platform Client-Side Code, including all the libraries, packages and all other dependencies that are being called by the Client-Side Code, or being installed by it, since using Platform requires the user’s computer to run a copy of it. Please read it carefully and thoroughly, and when you are done with it, and only in case you have fully read and understand the EULA, you can accept and execute it by clicking on the “I Accept” button, found at the end of the scroll of these Terms. All Definitions contained in the Agreement shall apply to the EULA.

The copying and the use of Public DS and of Public NNC, is granted by their rights owners and only according to the terms and conditions set on each of their Public Domain License or Free-To-Use License or any other relevant Public License.  Links to those licenses can be found  on Platform, next to each Public DS and Public NNC when using Platform GUI.

The copying and the use  of Open Sample Code, is granted to you by Allegro, subject to all terms, conditions and restrictions under Creative Commons Attribution 4.0 International Public License (CC BY 4.0), located at:

https://creativecommons.org/licenses/by/4.0/legalcode 

Public DS, Public NNC and Open Sample Code, ARE PROVIDED “AS IS”, AS DESIGNED BY THEIR CREATORS AND Allegro MAKES NO REPRESENTATIONS OR WARRANTIES, AND Allegro DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR SYSTEMS INTEGRATION. WITHOUT LIMITING THE FOREGOING, Allegro MAKES NO WARRANTY, REPRESENTATION, OR GUARANTEE AS TO THEIR USE OR PERFORMANCE AND DOES NOT WARRANT, REPRESENT, OR GUARANTEE THAT ITS OPERATION WILL BE FAIL- SAFE, UNINTERRUPTED, OR FREE FROM ERRORS OR DEFECTS, OR THAT IT IS PROTECTED AGAINST ALL POSSIBLE THREATS.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, NEGLIGENCE, CONTRACT OR OTHERWISE, SHALL Allegro BE LIABLE TO YOU IN CONNECTION TO THE COPYING OR USING ANY Public DS OR Public NNC, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR EXTRA-CONTRACTUAL DAMAGES OF ANY KIND, LOSS OF GOODWILL, LOSS OF PERSONNEL SALARIES, LOST PROFITS OR REVENUE, DAMAGES DUE TO WORK STOPPAGE AND/OR COMPUTER FAILURE OR MALFUNCTION, AND/OR COSTS OF PROCURING SUBSTITUTE SOFTWARE OR SERVICES,WHETHER OR NOT FORESEEABLE, EVEN IF THE EXCLUSIVE REMEDIES PROVIDED BY THE Public DS OR Public NNC, LICENSE FAIL OF THEIR ESSENTIAL PURPOSE AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES.

YOU WILL INDEMNIFY AND HOLD Allegro HARMLESS FROM, ALL CLAIMS, SUITS, DEMANDS, AND PROCEEDINGS ALLEGING, CLAIMING, SEEKING, OR ASSERTING, ANY LIABILITY, LOSS, OBLIGATION, RISK, COST, DAMAGE, AWARD, PENALTY, SETTLEMENT, JUDGMENT, FINE, OR EXPENSES (INCLUDING ATTORNEYS FEES) ARISING FROM OR IN CONNECTION WITH YOUR USE OF ANY Public DS OR Public NNC.

It is imperative to stress that by accessing or using any of:  Public NNC, Public DS, CLI and SDK, you agree to be bound by the EULA or by the applicable Public Domain or Free-To_Use license, and accept them in an absolute manner and in full.

CLI, SDK, API Python Driver, and Platform Client-Side Code, EULA

END-USER LICENSE AGREEMENTIMPORTANT — READ CAREFULLY: Please be sure to carefully read and understand all of the rights and restrictions described in this End-User License Agreement (“EULA”).

AGREEMENT

This document is an agreement between you and Allegro. CLI, SDK and API Python Driver, as well as Platform Client-Side Code, including all the libraries, packages and all other dependencies that are being called by the Client-Side Code, or being installed by it (“Software”), are licensed to you only on the condition that you accept, execute and comply with all of the terms and obligations contained in this EULA, on Agreement and on theTerms.

By downloading or otherwise copying or using the Software or any part of it, you agree to be bound by the terms of this EULA and Agreement and Terms.  If you do not agree to the terms of this EULA, Agreement and Terms, do not download, copy or otherwise use the Software or any part of it. 

By clicking the “I Accept” button on the bottom scroll of Terms, you acknowledge that you have read the EULA, understand it and agree to be bound by its terms and conditions, Agreement and Terms.

COPYRIGHT

The Software, and every part of it, including its source computer-code , are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. All title and copyrights in and to the Software (including but not limited to any images, photographs, animations, video, music, text and “applets” incorporated into the Software) and any printed materials accompanying the Software are owned by Allegro.

GRANT OF LICENSE

Subject to the terms and conditions of this EULA, Agreement and Terms, and as long you are permitted to use Platform by Allegro according to Agreement and Terms, Allegro hereby grants you a limited, non-exclusive, non- transferable right to use the Software, to download it, to install it, and to access the Software and its source code, but solely for the purposes of your use of Platform, and as long as you are permitted to use Platform by Allegro, according to Agreement and Terms, you are also granted rights for updates and upgrades of Software.

The Software, including, without limitation, its object code and source code, whether or not provided to you is strictly confidential to Allegro. Allegro owns Software exclusively and reserves all – and you may not exercise any – right, title, and interest in and to the Software, including, without limitation, all intellectual property rights in and to the Software, except to the extent of the limited Software use license granted to you in this EULA. 

This EULA is not an agreement of sale, and no title, intellectual property rights, or ownership rights to the Software are transferred to you according to this EULA. You acknowledge and agree that the Software and all ideas, methods, algorithms, formulae, processes, and concepts used in developing or incorporated into the Software, all future updates and upgrades, and all other improvements, revisions, corrections, bug-fixes, hot- fixes, patches, modifications, enhancements, releases, DATs, signature sets, upgrades, and policy and database updates and other updates in, of, or to the Software, all derivative works based upon any of the foregoing, and all copies of the foregoing are trade secrets and proprietary property of Allegro, having great commercial value to Allegro.

PERMITTED USES

1. You may copy and install and use the Software on any computer you use, but for the sole purpose of using Platform, and if, for that purpose alone, you need to change software source code, to add to it any additional code or “patch”, or remove any code from it, or otherwise modify it, you may do it. Notwithstanding the above said, you may not change, interrupt, interfere, or otherwise modify, Platform Client-Side Code. 
2. You may make and maintain one copy of the Software for backup and archival purposes, provided that both the original copy and the backup copy of the Software are kept in your possession.

RESTRICTIONS

1. You may not delete or obscure any copyright, trademark or other proprietary notice on the Software or accompanying printed materials.
2. Excluding where expressly provided in this EULA, you may not decompile, modify, reverse engineer, disassemble or otherwise reproduce the Software.
3. You may not copy, sell, rent, lease, sublicense, distribute, assimilate in any other software or device, create derivative works based on the Software, publicly display or otherwise publish, or otherwise commercially exploit, the Software, or any part of it, including any modifications you may have done on it, except to the extent expressly permitted in this EULA or in the End-User Variation section of this EULA or other documentation accompanying the Software.
4. You may not use any backup or archival copy of the Software for any purpose other than to replace the original copy in the event it’s destroyed or becomes defective.

END-USER VARIATIONS

For purposes of using Platform only, and subject to the terms of this EULA and Agreement and Terms, you may create modifications or enhancements to the Software (“Variations”), excluding Platform Client-Side Code, subject to that your Variations must only work with the valid registered copy of the Software, and must not contain modifications to any executable file, must not contain any libelous, defamatory or other illegal material that is scandalous or invades the rights of privacy or publicity of any third party, must not contain any trademarks, copyright-protected work or other property of third parties, and may not be commercially exploited by you, including but not limited to making such Variations available for sale, lease or rent.

 TERMINATION

This EULA is effective until Termination of Agreement. You may terminate this EULA at any time by destroying the Software or by completely and irreversibly deleting and removing every copy you made of it. This EULA will terminate automatically without notice from Allegro if you fail to comply with any provisions of this EULA.  All provisions of this EULA as to warranties, limitation of liability, remedies and damages will survive termination.

LIMITED WARRANTY AND DISCLAIMER OF WARRANTIES

THE SOFTWARE IS PROVIDED “AS IS” AND Allegro MAKES NO REPRESENTATIONS OR WARRANTIES, AND Allegro DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR SYSTEMS INTEGRATION. WITHOUT LIMITING THE FOREGOING, Allegro MAKES NO WARRANTY, REPRESENTATION, OR GUARANTEE AS TO THE SOFTWARE’S USE OR PERFORMANCE AND DOES NOT WARRANT, REPRESENT, OR GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE FAIL- SAFE, UNINTERRUPTED, OR FREE FROM ERRORS OR DEFECTS OR THAT THE SOFTWARE WILL PROTECT AGAINST ALL POSSIBLE THREATS.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, NEGLIGENCE, CONTRACT OR OTHERWISE, SHALL Allegro BE LIABLE TO YOU UNDER THIS EULA OR IN CONNECTION WITH ITS SUBJECT MATTER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR EXTRA-CONTRACTUAL DAMAGES OF ANY KIND, LOSS OF GOODWILL, LOSS OF PERSONNEL SALARIES, LOST PROFITS OR REVENUE, DAMAGES DUE TO WORK STOPPAGE AND/OR COMPUTER FAILURE OR MALFUNCTION, AND/OR COSTS OF PROCURING SUBSTITUTE SOFTWARE OR SERVICES,WHETHER OR NOT FORESEEABLE, EVEN IF THE EXCLUSIVE REMEDIES PROVIDED BY THIS EULA FAIL OF THEIR ESSENTIAL PURPOSE AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES.

 

YOU WILL INDEMNIFY AND HOLD Allegro HARMLESS FROM, ALL CLAIMS, SUITS, DEMANDS, AND PROCEEDINGS ALLEGING, CLAIMING, SEEKING, OR ASSERTING, ANY LIABILITY, LOSS, OBLIGATION, RISK, COST, DAMAGE, AWARD, PENALTY, SETTLEMENT, JUDGMENT, FINE, OR EXPENSES (INCLUDING ATTORNEYS FEES) ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SOFTWARE.

IN NO EVENT WILL THE LIABILITY OF Allegro FOR DAMAGES WITH RESPECT TO THE SOFTWARE EXCEED THE AMOUNTS ACTUALLY PAID AS SERVICE FEES ACCORDING TO ACA OR TPA, AS APPLICABLE. 

THE LIMITATION OF LIABILITY IN THIS SECTION IS BASED AMONG OTHERS, ON THE FACT THAT END USERS USE THEIR COMPUTERS FOR DIFFERENT PURPOSES AND IN MANY WAYS AND CONFIGuRATIONS. THEREFORE, ONLY YOU CAN IMPLEMENT BACK-UP PLANS AND SAFEGUARDS APPROPRIATE TO YOUR NEEDS IN THE EVENT THAT AN ERROR IN THE SOFTWARE CAUSES COMPUTER PROBLEMS AND RELATED DATA LOSSES. FOR THESE BUSINESS REASONS, YOU AGREE TO THE LIMITATIONS OF LIABILITY IN THIS SECTION AND ACKNOWLEDGE THAT WITHOUT YOUR AGREEMENT TO THIS PROVISION, THE SERVICE FEES SET ON ACA OR TPA, AS APPLICABLE, WOULD BE HIGHER.

 

PRIVACY AND COLLECTION OF PERSONAL OR CONFIDENTIAL DATA AND SYSTEM INFORMATION

The Software, Support or service subscription may employ applications and tools to collect personally identifiable, sensitive or other information about you and users (e.g., including, without limitation, your and users’ name, address, e-mail address and payment details), their computers, files stored on their computers, or their computers’ interactions with other computers (e.g., including, without limitation, information regarding network, licenses used, hardware type, model, hard disk size, CPU type, disk type, RAM size, 32 or 64 bit architecture, operating system types, versions, locale, BIOS version, BIOS model, total scanners deployed, database size, system telemetry, device ID, IP address, location, content, Allegro components, processes and services information, frequency and details of update of Allegro components, (collectively, “Data”).

The collection of this Data may be necessary to provide you and users with the relevant Software, Support or service subscription functionalities as ordered (e.g., including, without limitation, detecting and reporting threats and vulnerabilities on your and users’ computer network), to enable Allegro to improve our Software, Support or service subscription (e.g., including, without limitation, content synchronization, device tracking, troubleshooting, etc.), and to further or improve overall security for you and users. You may be required to uninstall the Software or disable Support or its service subscription to stop further Data collection that supports these functions.

By entering into this EULA, or using the Software, Support or service subscription, you and users agree to the Platform Privacy Policy on  Terms, and to the collection, processing, copying, backup, storage, transfer and use of this Data by Allegro.

 

EXPORT CONTROL

You acknowledge that the Software is subject to applicable export and import laws and regulations. You shall comply with applicable export and import laws and regulations for the jurisdiction in which the Software will be imported and/or exported.

You shall not export the Software to any individual, entity or country prohibited by applicable law or regulation. You are responsible, at your own expense, for any local government permits, licenses or approvals required for importing and/or exporting the Software. 

 

MODIFICATIONS AND FEES

Allegro reserves its right to modify and change any of the terms of this EULA, at all times and according to Allegro sole discretion, including license terms, and including by making the licensing of Software, subjected to additional charges. 

 

MISCELLANEOUS

Governing Law and Forum – This EULA has been entered into and shall be deemed to have been made in the State of Israel. you hereby agree and herein consent to the exclusive jurisdiction of the authorized courts of the states of Israel, regardless of any choice of forum principals. You hereby agree and herein consent that EULA shall be governed in all respects and for all purposes, including but not limited to, shall be construed, enforced and remedied, by the laws of the State of Israel. It is the intent and agreement of the Allegro and you that no substantive or procedural law of a jurisdiction or forum other than of the State of Israel, shall apply to any matters in dispute arising out of or relating to Agreement, and that to the maximum extent permitted by law, you hereby waive the application of any conflict-of-law or rule of any other jurisdiction or forum which would cause any such matter in dispute to be referred to or governed by the law of any jurisdiction or forum other than the laws of the State of Israel, and other than the authorized courts of the state of Israel, and waive the right to object to the exclusive jurisdiction of the authorized courts of the states of Israel, by claims of inappropriate or inconvenient forum, or any similar grounds claims.

Resolution of Disputes – Should any dispute arise in connection with the Agreement, Allegro and you shall endeavor to reach an amicable agreement.

Incorporation by Reference – Each of the Agreement and Terms and Appendices attached thereof is expressly incorporated herein by reference, and made an integral and inseparable part of EULA, once EULA executed by all Parties and becomes effective, and all references to the Agreement shall include each of the Appendixes thereof. In case of any inconsistency between the Agreement and Terms and EULA, Agreement and Terms shall govern.

Integration of EULA – EULA and Agreement and Terms including all Appendixes thereof, sets forth and constitutes the entire agreement and understanding between Allegro and you, with respect to the subject matter hereof, and supersedes any and all prior EULA and Agreement and Terms, understandings, promises, and representations or warranties, whether written or oral, made between Allegro and you with respect to the subject matter hereof, all of which shall be invalid.

Amendments – EULA and Agreement and Terms may not be amended, modified, released, or discharged in any manner except by an instrument in writing, referring to EULA and Agreement and Terms, and signed by all Parties.

Survival – All representations, warranties, covenants and EULA and Agreement and Terms of the Parties shall survive the execution and delivery of this Agreement.

Cooperation – Each of the Parties shall take such actions, including the execution and delivery of further instruments, as may be necessary, for the execution of Agreement, and to give full effect to the provisions hereof and to the intent of the Parties.

No benefit to Others – Agreement is for the sole benefit of Parties and permitted assigns and shall not be construed as conferring any rights on any others.

Severability – If and solely to the extent that any provision of this Agreement shall be invalid or unenforceable, or shall render this entire Agreement to be unenforceable or invalid, such offending provision shall be of no effect and shall not affect the validity of the remainder of this Agreement or any of its provisions, provided, however, that the Parties shall use their respective reasonable efforts to renegotiate the offending provisions to best accomplish the original intentions of the parties.

Waivers – No waiver of any right under Agreement shall be deemed effective unless contained in writing and signed by the Party charged with such waiver, and no waiver of any right shall be deemed to be a waiver of any future right or any other right arising under this Agreement.  Failure by a Party to exercise its right of Termination, shall not constitute a waiver of its rights in the event of any subsequent occurrence.  No delay or omission to exercise any right, power, or remedy accruing to any Party upon any breach or default under Agreement, shall be deemed a waiver of any other breach or default therefore or thereafter occurring. Any waiver, permit, consent, or approval of any kind on the part of any Party of any breach or default under this Agreement, or any waiver by any Party of any provisions or conditions of Agreement, must be in writing and executed by such Party and shall be effective only to the extent specifically set forth in such writing.

Remedies – All rights, remedies, undertakings, obligations, and EULA and Agreement and Terms contained in this Agreement shall be cumulative and none of them shall be a limitation of any other remedy, right, undertaking, obligation, or agreement.

Headings and associating numbers – The headings in EULA are included for ease of reference only, and shall have no legal, constructive or interpretive power or effect.

Special Meanings –  The word “including” shall always mean including without limitation. The word “person” shall mean any legal entity, including an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a Governmental Entity.