Terms and conditions

These Terms of Use along with any other terms and policies referenced herein, and are incorporated herein by reference and form an integral part hereof, as amended from time to time (“Terms of Use”) constitute a legally binding agreement as of the Effective Date (as defined below), governing your access to, and the use of aspecto.io (the “Site”) and the use of, and registration with, Aspecto Inc.’s (“Aspecto”,) proprietary service which enables developers to predict the impact of new versions on existing software (together with the Site, the “Service“).

YOU ACKNOWLEDGE THAT THESE TERMS ARE BINDING, AND YOU AFFIRM AND SIGNIFY YOUR CONSENT TO THESE TERMS, BY EITHER: (I) CLICKING ON A BUTTON OR CHECKING A CHECKBOX FOR THE ACCEPTANCE OF THESE TERMS OF USE; OR (II) REGISTERING TO, USING OR ACCESSING THE SERVICE OR SITE WHICHEVER IS EARLIER (THE “EFFECTIVE DATE”).

. The term “Customer” shall mean the “Customer” as identified in one or more “Order Forms” signed by the parties (each an “Order”) or, if there is no Order executed by the Customer then upon your access and/or use of the Service to shall be considered the “Customer”.

These Terms of Use and all applicable Orders (collectively referred to as the “Agreement“) represent the parties’ entire understanding regarding the Service and shall govern over any different or additional terms of any purchase order and no terms included in any such purchase order shall apply to the Service unless such different terms are stated specifically in a mutually signed Order.

If Customer does not agree to any of the terms below, Aspecto may be unwilling to grant Customer access to the Service. If Customer is unwilling to accept all of the terms of this Agreement, it should not check the “I agree” checkbox where applicable and/or should not download, access, install, run or use the Services.

If Customer is accepting this Agreement on behalf of a company or other legal entity, it represents and warrants that it has the authority to bind such entity to the terms contained herein. Customer may not use the Service and may not accept these terms if it is an entity and/or person barred from using the Service under the laws of the country in which it is a resident or from which it uses the Service.

Aspecto may update or modify this Agreement and the Service from time to time. Customer’s continued access and/or use of the Service following such changes or modifications shall be deemed to be its acceptance of the revised Agreement and/or Service.

  1. The Services 
  1. Subject to Customer’s compliance with the terms and conditions of the Agreement and payment of all applicable fees, Aspecto shall grant Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited scope license to use the Services. Use of the Services shall be solely by Customer and its personnel who are specifically authorized by Customer to access the Service (“Authorized Users“) and shall be for Customer’s own, business purposes and for no other purpose whatsoever.
  2. Aspecto may make, from time to time, modifications, additions and/or upgrades to the Services as it deems necessary, and the terms of this Agreement will apply to any such modifications, additions and/or upgrades that Aspecto may make available to the Customer under the terms herein.
  3. It is clarified that any open source software used in connection with the Service, whether provided by Customer or Aspecto, will be subject to all terms of the relevant open source license agreements or distribution models.
  4. To the extent Aspecto provides or otherwise makes available to Customer any interfaces or other software (whether by way of download or otherwise) for client-side installation and use in connection with the Service (“Software“), the rights and licenses granted pursuant to Section 1.1 above shall include (a) the right to install and execute such Software on computers owned, leased or otherwise controlled by Customer and (b) to permit authorized users to access and use such Software installation, in each of cases (a) and (b) solely in conjunction with the authorized use of the Service in accordance with the terms and conditions of this Agreement. Upon expiration or termination of this Agreement for any reason, Customer shall cease any further use of the Software and Customer shall promptly destroy or cause to be destroyed all copies thereof in the possession or under the control of Customer and, if requested by Aspecto, Customer shall furnish Aspecto with a written certificate confirming such destruction.
  5. Customer may not perform or attempt to perform any of the following: (i) breaching the security of the Software, or identifying any security vulnerabilities thereof; (ii) interfering with, circumventing, manipulating, impairing or disrupting the operation, or the functionality of the Software; (iii) working around or circumventing any technical limitations in the Software; or (iv) using any tool to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Software.
  1. User Account
  1. In order to access the Services, Customer may be required to register a web account, by creating a username and a password (the “Account” and the “Account Information“, respectively). Any registration information that Customer provides to Aspecto must be accurate, current and complete. Customer shall be solely responsible for maintaining the confidentiality of its Account Information, and for anything that happens through its Account, whether or not such actions were taken by Customer or by any third parties. Aspecto may access Customer’s Account in order to respond to Customer’s support requests.
  2. With respect to the Authorized Users, Customer undertakes that: (i) each Authorized User shall keep a secure password for his or her use of the Service; and (ii) it shall not knowingly allow Authorized User to breach any terms of use or service (including any acceptable use policy) and Privacy Policy, each as updated by Aspecto from time to time.

“User Subscription(s)” shall mean the user subscriptions purchased by the Customer hereunder on the Effective Date and from time to time, which entitle Authorized Users to access and use the Service in accordance with this Agreement. 

  1. Any personal information Customer provides when creating or updating the Account, which may include Customer’s and/or Authorized User’s name, address, geographic location, e-mail address, picture and any such other information, will be held and used in accordance with Aspecto’s Privacy Policy that may be located at https://resources.aspecto.io/legal/privacy-policy.html (“Privacy Policy“) as amended from time to time which constitutes an integral part of this Agreement. Customer agrees that it will supply accurate and complete information to Aspecto, and that it will update that information promptly after it changes.
  1. Customer represents and warrants that it has full right and authority to provide Aspecto with the foregoing information, including, without limitation, any third party’s consent (to the extent required under any applicable law).
  1. Fees; Payment Terms
  1. To the extent fees apply to Customer’s use of the Service, in consideration for the Services provided by Aspecto under this Agreement, Customer shall pay Aspecto the subscription fees stated in the Order in accordance with the payment terms detailed therein. All fees payable under this Agreement are net amounts and shall be payable in full to Aspecto, without any deduction of any kind. Unless stated otherwise in the Order, payment will be due within thirty (30) days from the date of invoice.
  1. Term and Termination
  1. These Terms of Use are in full force and effect, commencing upon the Effective Date, until the end of the Service underlying the Account (to the extent applicable), either paid or unpaid, unless terminated otherwise in accordance with these Terms.
  2. When executing an Order, the Agreement shall commence as of the date set forth in the Order and, unless earlier terminated as set forth below, shall remain in effect through the end of the term stated in the Order (“Initial Term“). Except as otherwise specified in the Order, after the Initial Term, the Agreement shall be automatically renewed according to the terms noted in the Order.
  3. Either party may terminate this Agreement if the other party breaches any term or condition of this Agreement and such breach is not remedied within thirty (30) days after receiving written notice thereof. Notwithstanding the foregoing, Aspecto may immediately, by written notice to Customer, suspend or terminate this Agreement and the services and rights provided hereunder if Customer fails to make any timely payment of applicable fees owed to Aspecto and such failure is not cured within fourteen (14) days of receipt of notice thereof.
  4. Either party shall have the right to immediately terminate this Agreement, upon written notice, in the event the other party files a petition in bankruptcy or is adjudicated as bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or discontinues its business or has a receiver appointed for its business and such receiver is not discharged within sixty (60) days.
  5. Upon termination or expiration of this Agreement:
  1. Customer shall immediately cease using and accessing the Services. It is clarified that upon termination or expiration of this Agreement, Aspecto may terminate the access and use of the Services, any and all support and maintenance services in connection with the Services and/or block access to the Services such that it shall no longer be accessible by Customer. For the removal of doubt, Aspecto will not be liable to Customer, in connection with any of the foregoing, including for any compensation and/or reimbursement of any sort;
  2. Customer shall, within seven (7) days following such termination or expiration, pay Aspecto any outstanding fees owed to Aspecto hereunder;
  3. Each party shall return (or destroy, if so requested by the other party, and certify such destruction in writing) to the other party all Confidential Information of such other party.
  1. Termination of this Agreement under this Section 4 shall be in addition to, and not a waiver of, any remedy at law or in equity available to Aspecto arising from Customer’s breach of this Agreement or any agreement relating to the Services.
  2. Termination of this Agreement shall not affect any provision of this Agreement which is expressly or by implication intended to come into force or continue in force on or after the termination, including Sections 4 (“Term and Termination”), 6 (“Intellectual Property Rights”), 8 (“Confidentiality”), 11 (“Exclusion of Warranty; Limitation of Liability”) and 12 (“Miscellaneous”) herein.
  1. Customer Content
  1. Customer agrees that any content, including software code and/or data (“User Content“) uploaded by it through the Services is done so through the use of technology and tools provided by Aspecto. Customer agrees that it is uploading such User Content willingly and Customer represents that it owns such User Content or has received the necessary authorizations from third parties, that it has all rights to upload said User Content and that uploading of the User Content by it complies with all applicable laws.
  2. Aspecto may or may not regulate User Content and provides no representations or guarantees regarding the accuracy, quality, or integrity of any User Content uploaded through the Services. Customer agrees that Aspecto will not under any circumstances be responsible or liable for any User Content, including, but not limited to, errors in any User Content or any loss or damage incurred by use of the User Content or for any failure to or delay in removing User Content.
  1. Intellectual Property Rights
  1. All right, title and interest in the Services and the Software (including computer code, graphic design, layout and the user interfaces), including all Intellectual Property Rights (as defined below) therein and thereto, and all derivative works, modifications, improvements, updates, upgrades, enhancement, added features, inventions, ideas, insights, concepts, methods, know-how and processes relating to the same, whether created, developed, discovered or conceived in connection with this Agreement or otherwise, and regardless of whether Customer or anyone on its behalf may have contributed to the conception of any of the foregoing, or paid Aspecto for such, are and shall at all times vest exclusively with Aspecto, and may not be used by or for Customer or anyone on its behalf including its subsidiaries or parent company or any other related party, except as expressly provided herein.

“Intellectual Property Rights” means all intangible legal rights, titles and/or interests, including without limitation, all inventions, patents, patent applications, trademarks, service marks, trade dress, logos, trade names, and corporate names, domain names, any work of authorship, copyrights, trade secrets, design, Confidential Information (as defined below), and all other proprietary rights in whatever form or medium, in each case on a worldwide basis; together with all revisions, extensions, reexaminations, translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith.

  1. Customer’s use of the Service is limited to that specifically and explicitly permitted in this Agreement. Customer will not, and will not allow, permit or assist any third party: (i) to attempt to discover any source code or underlying ideas or algorithms of the Service; (ii) reverse engineer, disassemble, de-compile or translate the Services, or grant any other third party the right to do any of the above; and (iii) provide, lease, rent, lend, license, assign, delegate, or otherwise transfer or use or allow others to transfer or use the Services, or any output generated by the Services, to or for the benefit of any third party.
  2. Customer agrees to provide Aspecto with feedback concerning the functionality and performance of the Services, from time to time, as reasonably requested by Aspecto, including, without limitation, identifying potential errors, enhancements and improvements. Any feedback, suggestions, ideas or other inputs that Customer provides to Aspecto in connection with the Services may be freely used by Aspecto to improve or enhance its products and services and, accordingly, all rights to such improvements and/or enhancements, howsoever arising, including as a result of any ideas, inputs or information provided by Customer as aforesaid, shall vest solely with Aspecto. Aspecto agrees not disclose the fact that Customer provided such feedback without obtaining Customer’s prior written consent.
  1. Communication Channels

  1. The Services may provide communication channels such as blogs, forums, communities, or chat areas (collectively, “Communication Channels”) designed to enable the communication of users with each other and Aspecto. Aspecto is under no obligation to monitor these Communication Channels but may do so, and reserves the right to review materials posted to the Communication Channels and to remove any materials, at any time, with or without notice for any reason, at its sole discretion. Aspecto may also terminate or suspend Customer’s access to any Communication Channels at any time, without notice, for any reason. Customer acknowledges that chats, postings, or materials posted by users on the Communication Channels are neither endorsed nor controlled by Aspecto, and these communications should not be considered reviewed or approved by Aspecto. Customer will be solely responsible for sll activities within the Communication Channels and under no circumstances will Aspecto be liable for any activity within the Communication Channels. Customer agrees that some of your communications within the Communication Channels may be public, and unless provided otherwise under Aspecto’s Privacy Policy, you have no expectation of privacy regarding such use of the Communication Channels. Aspecto is not responsible for information that Customer chooses to share on the Communication Channels, or for the actions of other users.
  1. Confidentiality
  1. Each party hereto (“Recipient“) shall keep any confidential and proprietary information provided by the other party (“Discloser“), the intellectual property rights detailed under Section 6 above, and any information regarding and/or relating to each of the above, which (i) if in written, recorded, electronic, graphical or other tangible form, is marked as confidential and/or proprietary or with a similar legend or other notation denoting the confidential nature of the information or the proprietary interest of the Discloser therein; or (ii) if disclosed orally, is identified orally as confidential and/or proprietary at the time of disclosure and shall be followed by transmittal of a reasonably detailed written summary of the information provided to the Recipient and labeled as confidential and/or proprietary within thirty (30) days of disclosure (“Confidential Information“), in strict confidence, and shall prevent and protect the Confidential Information of the Discloser from unauthorized disclosure or use. The Recipient shall not disclose any or all of the Confidential Information of the Discloser (including methods or concepts utilized therein) to anyone, except to the Discloser, and to the Recipient’s employees who need to know such information under this Agreement. The Recipient shall notify each employee to whom any such disclosure is made that such disclosure is made in confidence and shall be kept in confidence by such employee, and shall ensure that such employee shall be bound, prior to such disclosure, by a confidentiality undertaking with terms not less restrictive in comparison to the terms set forth in this Agreement.
  2. Information shall not be considered Confidential Information if such information:
    1. was or hereafter becomes known to the Recipient prior to the disclosure by the Discloser.
    2. was at the time of disclosure to the Recipient, or subsequently became generally available to the public through no act of the Recipient.
    3. was received by the Recipient from a third party without restrictions as to disclosure.
    4. was independently developed by the Recipient without use of the Confidential Information of the Discloser.
    5. required to be disclosed by a court or governmental authority or by applicable law or regulation, provided however, that (a) the Recipient notifies the Discloser of such disclosure, to the extent not limited by law; and (b) to the extent possible, provides the Discloser with the opportunity to oppose the disclosure or obtain a protective order.
  1. Either party may disclose the terms of this Agreement to potential parties to an acquisition or similar transaction to facilitate due diligence and closing of the transaction, provided that the potential party is subject to written non-disclosure obligations and limitations on use only for the prospected transaction.
  2. The Recipient acknowledges and agrees that a violation of any of the Discloser’s proprietary rights, including without limitation, violation of the confidentiality undertakings in this Agreement, may cause significant harm to the Discloser, that monetary damages would be inadequate, and that the Discloser will be irreparably harmed. In the event of such a violation, the Recipient agrees that in addition to any other rights and remedies the Discloser may have, an injunction (whether temporary, preliminary or final) shall be entered in a court of competent jurisdiction against the Recipient upon the request of the Discloser, without bond.
  1. DATA PROTECTION AND PRIVACY
  1. In the course of the provision of the Services, Customer may grant Aspecto access to data which identifies or makes an individual identifiable (“Customer’s Personal Data”).
  2. Customer agrees that Aspecto may collect general, aggregated, non-personally identifiable information regarding data about Customer’s usage of the Service, and use such information for statistical purposes and to improve its services.
  3. Customer warrants that it has all the necessary rights to provide access to Customer’s Personal Data to Aspecto for the Services to be performed. To the extent required by the applicable data protection laws, Customer is responsible for ensuring that all necessary information and privacy notices are provided to individuals whose personal data is processed by Aspecto in the course of the provision of its Services.
  4. Aspecto hereby declares and undertakes that it shall not use the personal data it was granted access to in the course of the provision of the Services, for any other than for performing the Services and it shall operate pursuant to its data protection practices as described under Aspecto’s Privacy Policy available at: https://resources.aspecto.io/legal/privacy-policy.html
  5. Aspecto undertakes that Aspecto and/or its employees shall have authorization to access Customer’s Personal Data solely for the purpose of the Services, pursuant to their defined roles and that all of Aspecto’s employees have signed confidentiality agreements whereby ensuring the confidentiality of Customer’s Personal Data.
  6. Aspecto shall assure that any sub-processors processing Customer’s Personal Data on its behalf with respect to the Services are subject to the same obligations as set forth in this Section.
  7. Aspecto shall implement appropriate technical and organizational measures to ensure a level of security of the processing of Customer’s Personal Data appropriate to the data protection risk that may arise with respect to the provision of the Services.
  8. Upon Customer’s request, Aspecto shall assist Customer in complying with requests to exercise individuals’ rights under the applicable data protection and privacy legislations, insofar as this is possible.
  9. Aspecto shall report to Customer, immediately and no later than 24 hours from the moment of discovering an incident raising a concern for the impairment of the integrity of Customer’s Personal Data, unauthorized use, or a deviation from a provided authorization (“Data Security Event”). Aspecto shall assist Customer in fulfilling its obligations related to the Data Security Event insofar as such is required by virtue of the provisions of the applicable data protection and privacy Legislation.
  10. In case Customer is subject to the EU General Data Protection Regulation 2016/679 (“GDPR”), the Data Processing Agreement available at:https://resources.aspecto.io/legal/data-processing-addendum.htmlshall apply and its terms shall be incorporated herein.
  1. Service Availability 
  1. Aspecto shall make commercially reasonable efforts to ensure that the Services will be accessible and functional on a continuous basis, twenty-four (24) hours per day, seven (7) days per week, with the exception of scheduled maintenance periods. The foregoing notwithstanding, Customer acknowledges and agrees that the Services may be inaccessible or inoperable at any time and for any reason, including without limitation due to equipment malfunctions, unscheduled maintenance or repairs, or causes that are beyond Aspecto’s reasonable control or not reasonably foreseeable by Aspecto, including without limitation interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.

If the Services become inaccessible or are not functional, other than due to scheduled maintenance, Aspecto shall have qualified personnel respond and endeavor to remedy such unavailability or failure of functionality as soon as reasonably possible.  

  1. Customer shall be responsible to ensure that its computer, operating systems, computer networks and network connections, telecommunications facilities or mobile device meets all the necessary technical specifications to enable it to access and use the Services. Aspecto does not provide Customer with the equipment to access and/or use the Services. Customer is responsible for all fees charged by third parties related to its access and use of the Services (e.g., charges by Internet service providers or air time charges).
  1. Exclusion of Warranty; Limitation of Liability 
    1. Aspecto shall not assume any responsibility to any content. You agree that your use of the Service shall be at your sole risk. Aspecto makes no warranties or representations about the accuracy or completeness of the content which is transferred, published, uploaded, displayed and/or suggested through the Services, of the content of any sites linked to the Site, of any third parties’ materials and assumes no liability or responsibility for any:
      1. Errors, mistakes, inaccuracies, non-suitability or non-conformity of any content;
      2. Direct, indirect, special, incidental, punitive or consequential damages including without derogating personal injury, property damages and/or monetary damages, of any nature whatsoever, arising out of the use of or the inability to use the Services;
      3. Any unauthorized access to or use of third party materials, secure servers and/or any and all personal information and/or financial information stored therein;
      4. Any interruption or cessation of transmission to or from the Services;
      5. Any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Services by any third party; or
      6. Any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, e-mailed, transmitted, or otherwise made available via the Services.
    2. A number of factors may impact the quality of Customer’s communications and use of the Services, and may result in the failure of its communications including, without limitation, Customer’s local network, firewall, Customer internet service provider, the public internet and Customer’s power supply. Aspecto takes no responsibility for any disruption, interruption or delay caused by any failure of or inadequacy in any of these items or any other items over which it has no control.
    3. other than the warranties expressly set forth in this agreement, customer acknowledges that the services are being provided ‘as is’. Aspecto expressly disclaims any and all warranties, whether express or implied, including  without  limitation  any  warranty  or  condition  of merchantability, fitness or suitability for any particular purpose (even if on notice of such purpose), non-infringement, satisfactory quality, or that the services will be uninterrupted or error free. Aspecto is not responsible or liable for the deletion of or failure to store any customer data and other communications maintained or transmitted through use of the services. customer is solely responsible for securing and backing up its data.  
    4. in no event shall Aspecto or anyone on its behalf be liable for any indirect, incidental, special, or consequential damages of any kind, including without limitation any loss of actual or anticipated revenue, business, savings or profits, or lost data, in connection with this agreement and the services to be provided hereunder, regardless of the cause and whether arising in contract (including fundamental breach), tort (including negligence), or otherwise, even if Aspecto has been advised of the possibility of such damages.
    5. notwithstanding anything to the contrary herein, in no event shall the total liability of Aspecto for any claim under any cause of action in connection with this agreement and the services to be provided hereunder exceed the fees paid to Aspecto by Customer under this agreement in the twelve (12) months preceding such claim; if no fees apply to Customer’s use of the Service, Aspecto’s liability for any damages or claims of any kind, shall not exceed US$ 1.  
  1. Miscellaneous
  1. This Agreement shall be governed by, interpreted and enforced in accordance with the laws of the State of Israel, without regard to its conflict of law principles. All actions, suits or proceedings under or related to this Agreement shall be adjudicated in the courts of Tel-Aviv, Israel, to the exclusion of any other jurisdiction, and the Parties hereby irrevocably consent to the exclusive jurisdiction and venue of such courts.
  2. All notices permitted or required hereunder shall be in writing and shall be sent by email, registered mail (postage prepaid) or personal delivery at the email or property address set out in the Order or at any other e-mail or address as either party may specify in writing. Any such notice will be deemed as being received on the date of transmission of e-mail or personal delivery unless given outside normal business hours in which case such notice shall be deemed as being given on the next business day, or if sent by registered mail, on the fifth day after being sent (unless such day is not a business day in which event the notice shall be deemed as being given on the next business day).
  3. Neither party shall transfer, assign or pledge in any manner whatsoever any of its rights or obligations under this Agreement without the prior written consent of the other party, provided however, that Aspecto may assign this Agreement in connection with a merger, acquisition, sale of all or substantially all of Aspecto’s assets or other such corporate reorganization.
  4. The terms and provisions herein contained and in the Order constitute the entire Agreement between the parties with respect to the subject matter hereof and shall supersede all previous communications, oral or written, between the parties hereto with respect to the subject matter hereof.
  5. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
  6. Aspecto may identify Customer on Aspecto’s website(s) and other marketing materials as a user of the Services.

For any questions about this Agreement or any other issue regarding Aspecto or the Service please contact us at: info@aspecto.io.

Last updated:  December 2021

All rights reserved, Aspecto Inc.

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