SUBSCRIPTION TERMS
Last
Updated: April 2026
PLEASE
READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE SUBSCRIPTION TERMS (THE “AGREEMENT”)
AND REGISTERING FOR AND/OR USING OUR SERVICES (DEFINED BELOW).
BY (A)
CLICKING AN “I AGREE,” “SIGN UP,” OR SIMILAR BUTTON OR CHECKBOX PRESENTED WITH
THIS AGREEMENT, OR (B) SIGNING AN ORDER FORM THAT REFERENCES THIS AGREEMENT,
CUSTOMER ACCEPTS THIS AGREEMENT. THE “EFFECTIVE DATE” IS THE DATE OF SUCH
ACCEPTANCE. THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON CUSTOMER’S BEHALF
REPRESENTS AND WARRANTS THAT THEY HAVE FULL AUTHORITY TO BIND CUSTOMER TO THIS
AGREEMENT. CUSTOMER ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO REVIEW THIS
AGREEMENT PRIOR TO ACCEPTANCE. IF THE INDIVIDUAL ACCEPTING DOES NOT HAVE SUCH
AUTHORITY, OR IF CUSTOMER DOES NOT AGREE TO THESE TERMS, CUSTOMER MUST NOT
ACCEPT THIS AGREEMENT AND IS NOT AUTHORIZED TO ACCESS OR USE THE SERVICES.
COMPANY’S PROVISION OF THE SERVICES IS EXPRESSLY CONDITIONED ON CUSTOMER’S
ACCEPTANCE OF THIS AGREEMENT.
This Agreement, including any of its exhibits, annexes and
appendixes constitutes binding agreement by and between the applicable Minimus contracting
entity identified in Section 15 (the “Company”)
and Customer (each, a “Party” and collectively, the “Parties”).
Customer may use the Artifacts subject to the terms below.
1.
Definitions.
The following capitalized terms have the meanings set
forth below:
1.1 “Artifacts” means Company’s artifacts, modules and packages
downloadable via the Platform (as defined below), including without limitation,
any associated appliance, manuals, or documentation provided or made available
to the Customer.
1.2 “Order Form” means a
written or electronic order form or purchase order: (i)
signed by the Parties; or (ii) approved in writing by Company and provided by
Company’s authorized partner. The “Order Form” shall include the
relevant usage and volume parameters, as well as other commercial terms, agreed
between the Parties.
1.3 “Services”
means the services provided by Company as identified in an Order Form
including, without limitation, the Platform, support services and Artifacts
maintenance.
1.4 “Users” means any
individual who downloads, accesses, and/or uses the Services (as defined below)
on behalf of the Customer.
2.
Services.
2.1
Access Right. Subject to the terms and conditions set forth herein, the
Company grants the Customer a limited, worldwide, non-exclusive,
non-sublicensable, non-transferable, and revocable right to access the
Company's web interface (“Platform”) and to download and use the Artifacts
during the Term (defined below) for Customer’s internal purposes and in accordance with the applicable Order Form. The Customer's use
of the Services is subject to the limitations specified in this Agreement and
applicable laws and regulations. Notwithstanding the foregoing Customer may
redistribute Artifacts to third parties but solely when bundled with or
incorporated into its own software products, and not on a standalone basis, and
solely in accordance with the terms of this Agreement, including the
restrictions in Section 4 (Subscription Restrictions) herein.
2.2 Account Setup. In order to download,
access, and/or use the Artifacts, the Customer shall establish an
administrative account with the Company by providing the required information
through the Platform (“Account”). Each User may also need to create a
user account (each, a “User Account”, and references to the “Account”
herein shall include all such User Accounts, if applicable). The Customer
warrants that all information submitted during the registration process is, and
will remain, complete and accurate. The Customer is responsible and liable for
all activities conducted under the Account. The Customer must ensure that all
Users keep their user ID and password strictly confidential and do not share
this information with any unauthorized person. The Customer is fully responsible
and liable for any breach of this Agreement by a User. Any unauthorized access
or use of the Artifacts must be reported to the Company immediately.
3.1 Subscription Fees. Customer shall pay
Company the subscription fees specified in the Order Form (the “Fees”).
3.2
General. Unless expressly
stated otherwise in the Order Form: (a) all Fees are stated, and are to be
paid, in U.S. Dollars; (b) all payments under this Agreement are
non-refundable, and are without any right of set-off or cancellation; (c) all
Fees are payable, and shall be invoiced, in advance, and shall be paid within
thirty (30) days of receipt of invoice; and (d) any amount not paid when due
will accrue interest on a daily basis until paid in full, at the lesser of the
rate of one and a half percent (1.5%) per month and the highest amount
permitted by applicable law.
3.3
Taxes. Amounts payable under
this Agreement are exclusive of all applicable sales, use, consumption, VAT,
GST, and other taxes, duties or governmental charges, except for taxes based
upon Company's net income. In the event that Customer is required by any law
applicable to it to withhold or deduct taxes for any payment under this
Agreement, then the amounts due to Company shall be increased by the amount
necessary so that Company receives and retains, free from liability for any
deduction or withholding, an amount equal to the amount it would have received
had Customer not made any such withholding or deduction. If a purchase order
(or purchase order number) is required by Customer in order for an invoice to
be paid, then Customer shall promptly provide such purchase order (or number)
to Company. Any terms or conditions (whether printed, hyperlinked, or
otherwise) in a purchase order, sales acknowledgement, which purport to modify
or supplement this Agreement (or the corresponding Order Form), shall be void
and of no effect.
3.4 Marketplace Purchases. To the extent Customer
has purchased a subscription to the Services through a digital catalog of
software listings (“Marketplace”), Customer will pay the fees to the: (i) Marketplace provider; or (ii) Company’s authorized
partner associated with the transaction, as specified on the applicable offer
or Order Form included in the Marketplace offer, as applicable.
4.
Subscription Restrictions. As a condition to use
the Services, and except as expressly permitted otherwise under this Agreement,
Customer shall not do (or permit or encourage to be done) any of the following
subscription restrictions (in whole or in part): (a) copy, "frame" or
"mirror" the Services; (b) sell, assign, transfer, lease, rent,
sublicense, or otherwise distribute or make available the Artifacts and/or Services
to any third party (such as offering it as part of a time-sharing, outsourcing
or Services bureau environment); (c) publicly share or make available the Artifacts
and/or Services; (d) modify, alter, adapt, arrange, or translate the Services;
(e) decompile, disassemble, decrypt, reverse engineer, extract, or otherwise
attempt to discover the source code or non-literal aspects (such as the
underlying structure, sequence, organization, file formats, ideas, or
algorithms) of, the Services; (f) remove, alter, or conceal any proprietary
rights notices displayed on or in the Services; (g) circumvent, disable or
otherwise interfere with security-related or technical features or protocols of
the Services; (h) make a derivative work of the Services, or use it to develop
any service or product that is the same as (or substantially similar to) it; (i) store or transmit any robot, malware, Trojan horse,
spyware, or similar malicious item intended (or that has the potential) to
damage or disrupt the Services; (j) take any action that imposes or may impose
(as determined in Company’s reasonable discretion) an unreasonable or
disproportionately large load on the servers, network, bandwidth, or other
cloud infrastructure which operate or support the Services, or otherwise
systematically abuse or disrupt the integrity of such servers, network,
bandwidth, or infrastructure; (k) use any Artifact or the Platform to
replicate, recreate, or otherwise avoid payment for any image or combination of
images available in Company’s catalogue or repository.
5.
Privacy
Policy. The Customer and each User
acknowledge and agree that their access to and use of the Services, including
any information provided to create an Account or transmitted to or stored
within the Account, is governed by the Company’s Privacy Policy.
6.
Mutual Warranties. Each Party represents and warrants that it is duly organized,
validly existing and in good standing under the laws of its jurisdiction of
incorporation or organization; and that the execution and performance of this
Agreement will not conflict with other agreements to which it is bound or
violate applicable law.
7.
Intellectual Property
Rights.
7.1 Services. Company and its respective licensors are the exclusive
owners of all intellectual property rights in and to the Services and all
related software and intellectual property in any and all improvements,
derivative works, and/or modifications of/to the foregoing. Nothing herein
constitutes a waiver of Company’s intellectual property rights under any law.
7.2 Feedback. If Company receives any feedback (which may consist
of questions, comments, suggestions or the like) regarding any of the Services
(collectively, “Feedback”), all rights, including intellectual property rights in
such Feedback shall belong exclusively to Company and such shall be considered
Company's Confidential Information. Customer hereby irrevocably and
unconditionally transfers and assigns to Company all intellectual property
rights it has in such Feedback and waives any and all moral rights that
Customer may have in respect thereto. It is further understood that use of
Feedback, if any, may be made by Company at its sole discretion, and that
Company in no way shall be obliged to make use of the Feedback.
7.3 Analytic Information. Any anonymous
information, which is derived from the use of the Services (i.e., metadata,
aggregated and/or analytics information and/or intelligence relating to the
operation, support, and/or Customer’s use, of the Services) which is not
personally identifiable information and which does not identify Customer (“Analytics
Information”) may be used for providing the Services,
for development, and/or for statistical purposes. Such Analytics Information is
Company's exclusive property.
8.
Third Party Components. The Platform and the Artifacts may include or rely on
third-party software, files, libraries, or other components that are
distributed under open-source or third-party license terms (“OSS Components”).
A list of OSS Components and their applicable licenses will be provided by
Company upon Customer’s written request. If there is any conflict between the
terms of an applicable OSS license and the terms of this Agreement, the OSS
license shall prevail solely with respect to the corresponding OSS Component. The
warranties provided by Company under this Agreement apply only to the Services
provided by Company and not to any OSS Components.
9.
Confidentiality. “Confidential Information”
means any information disclosed by or on behalf of one Party (“Discloser”)
to the other Party (“Recipient”) pursuant to this Agreement that is
marked as “confidential,” or in some other manner to indicate its confidential
nature. Without limiting the foregoing, the Services is Company’s Confidential
Information. Confidential
Information does not include any information which: (i)
is or becomes generally known and available to the public through no act of the
Recipient; (ii) was already in the Recipient’s possession without a duty of
confidentiality owed to the Discloser at the time of the Discloser’s
disclosure; (iii) is lawfully obtained by the Recipient from a third party who
has the express right to make such disclosure; or (iv) is independently developed
by the Recipient without breach of an obligation owed to the Discloser. The
Recipient may use the Discloser’s Confidential Information solely to perform
its obligations under this Agreement. Except as set forth in the immediately
following sentence, the Recipient will not disclose the Discloser’s Confidential
Information to any third party except to its employees, consultants,
affiliates, agents, and subcontractors having a need to know such information
to perform its obligations under this Agreement who have signed a
non-disclosure agreement with the Recipient containing terms at least as
protective of the Discloser’s Confidential Information as those contained
herein. The Recipient may disclose the Discloser’s Confidential Information to
the extent that such disclosure is required by law or by the order or a
court of similar judicial or administrative body, provided that it notifies the
Discloser’s of such required disclosure to enable Discloser’s to seek a
protective order or otherwise seek to prevent or restrict such disclosure. All
right, title, and interest in and to Confidential Information are and will
remain the sole and exclusive property of the Discloser. The Recipient will use
no less than reasonable efforts to protect the Discloser’s Confidential
Information from unauthorized access, use, or disclosure.
10.
SERVICE WARRANTY & DISCLAIMER OF WARRANTIES. The Company warrants that during the term of the Agreement the
Services will be performed in a professional and workmanlike manner by
qualified personnel. If the Services fail to conform with this warranty
Customer’s sole and exclusive remedy is to have the Company re-perform such
Services, at Company’s sole expense. OTHER THAN AS EXPLICITLY STATED IN THIS
AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED
ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY DOES NOT
WARRANT THAT: (i) THE SERVICES WILL MEET CUSTOMER'S
REQUIREMENTS, OR (ii) THE SERVICES WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH
IN SECTION 6 AND
THIS SECTION 10,
THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING
MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, NON-INFRINGEMENT,
NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. COMPANY WILL NOT BE LIABLE
FOR DELAYS, INTERRUPTIONS, SERVICES FAILURES OR OTHER PROBLEMS INHERENT IN USE
OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO PUBLIC
NETWORKS OR CUSTOMER'S HOSTING SERVICES.
11.
LIMITATION OF LIABILITY. EXCEPT FOR ANY DAMAGES RESULTING FROM EITHER PARTY’S GROSS
NEGLIGENCE, WILLFUL MISCONDUCT, AND/OR CUSTOMER'S VIOLATION OF THE SUBSCRIPTION
RESTRICTIONS,
AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE,
REPUTATION, PROFITS, DATA, OR DATA USE, OR THE COST OF PROCURING ANY SUBSTITUTE
GOODS OR SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S MAXIMUM
AGGREGATED LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS
AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED,
IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID OR PAYABLE TO COMPANY BY
CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING
RISE TO SUCH CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER
INCIDENT. FOR CLARITY, THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO PAYMENTS
DUE TO COMPANY UNDER THIS AGREEMENT (INCLUDING ITS EXHIBITS).
12.1 Company agrees to defend, at its expense, any third party action
or suit brought against Customer alleging that the Platform, when used as
permitted under this Agreement, infringes intellectual property rights of a
third party (“IP Infringement Claim”);
and Company will pay any damages finally awarded by court against Customer
that are attributable to any such IP Infringement Claim, provided that (i) Customer promptly notifies Company in writing of such
claim; and (ii) Customer grants Company the sole authority to handle the
defense or settlement of any such claim and provides Company with all
reasonable information and assistance in connection therewith, at Company’s
expense. Company will not be bound by any settlement that Customer enters into
without Company's prior written consent.
12.2 If the Platform becomes, or in Company's opinion is likely to
become, the subject of an IP Infringement Claim, then Company may, at its sole
discretion: (a) procure for Customer the right to continue using the Platform;
(b) replace or modify the Platform to avoid the IP Infringement Claim; or (c)
if options (a) and (b) cannot be accomplished despite Company's reasonable
efforts, then Company may terminate this the affected Order Form(s) upon
written notice to Customer, and Customer shall be entitled to receive a pro-rated
refund of any prepaid Fees under such Order Form(s) based on the remaining
period of the corresponding subscription term(s).
12.3 Notwithstanding the foregoing, Company shall have no
responsibility for IP Infringement Claims resulting from or based on: (i) Company’s compliance with Customer’s instructions or
specification; or (ii) combination or use of the Services with software not provided
by Company; or (iii) any OSS
Components.
12.4 This Section 12 states Company's entire
liability, and Customer's exclusive remedy, for any IP Infringement Claim.
12.5 Customer shall, at its own expense, defend and hold the Company
harmless from and against any third-party action, claim, suit, or proceeding,
and shall indemnify the Company for all costs, liabilities, and damages
(including reasonable attorney’s fees) to the extent such action arises from or
is connected with Customer's breach of Section 4 (Subscription
Restrictions).
13.1 Term. This Agreement commences on the Effective Date and,
unless terminated in accordance with the terms herewith, shall continue in full
force and effect for the duration of the subscription term under all Order
Forms.
13.2
Termination for Breach. Each Party may
terminate this Agreement immediately upon written notice to the other Party if
the other Party commits a material breach under this Agreement and, if curable,
fails to cure that breach within sixty (60) days after receipt of written
notice specifying the material breach (except that for payment defaults, such
cure period will be seven (7) days).
13.3 Termination for Bankruptcy. Each Party may
terminate this Agreement upon written notice to the other Party upon the
occurrence of any of the following events in respect of such other Party: (a) a
receiver is appointed for the other Party or its property, which appointment is
not dismissed within sixty (60) days; (b) the other Party makes a general
assignment for the benefit of its creditors; (c) the other Party commences, or
has commenced against it, proceedings under any bankruptcy, insolvency or
debtor’s relief law, which proceedings are not dismissed within sixty (60)
days; or (d) the other Party is liquidating, dissolving or ceasing normal
business operations.
13.4
Effect of Termination;
Survival. Upon termination of this Agreement for any reason: (a) the subscription
shall automatically terminate and the Customer shall cease all access and use
of the Services thereunder, provided however the Customer may continue using
any Artifacts downloaded prior to the expiration date; and (b) Customer shall
(as directed) permanently erase and/or return all Confidential Information of
Company in Customer's possession or control. Following termination, all
outstanding Fees and other charges that accrued as of termination, which become
immediately due and payable, and if necessary, Company shall issue a final
invoice therefor. The
provisions of Sections 3 (Subscription Fees), 4 (Subscription Restrictions),
6 (Mutual Warranties), 7 (Intellectual Property Rights),
8 (Third Party Components), 9 (Confidentiality), 10 (Service Warranty & Disclaimer of Warranties), 11 (Limitation
of Liability), 13.4 (Effect
of Termination; Survival) and 14 (Miscellaneous) shall survive any termination of
this Agreement. Termination shall not affect any
rights and obligations accrued as of the effective date of termination.
13.5 Suspension. Company reserves the right to temporarily
suspend provision of Services: (a) if Customer is overdue on a payment
following Company’s written notice to Customer; (b) if Company deems such
suspension necessary as a result of Customer’s breach under Section 4 (Subscription Restrictions); (c) if Company
reasonably determines suspension is necessary to avoid material harm to Company
or its other customers, including if the Services’ cloud infrastructure is
experiencing denial of service attacks or other attacks or disruptions outside
of Company’s control, or (d) as required by law or at the request of
governmental entities
14.
Miscellaneous. This Agreement and any exhibits
attached or referred hereto, represents the entire agreement between the
Parties concerning the subject matter hereof, replaces all prior and
contemporaneous oral or written understandings and statements. Any terms and conditions printed, or
linked to, within any Customer’s purchase order which are in addition to and/or
inconsistent with the terms and conditions of this Agreement, shall be of no
effect. Unless explicitly stated otherwise, the terms of this Agreement shall
prevail over any conflicting terms in any Order Form. The
failure of either Party to enforce any rights granted hereunder or to take
action against the other Party in the event of any breach shall not be deemed a
waiver by that Party as to subsequent enforcement or actions in the event of
future breaches. Any waiver granted hereunder must be in writing. If any
provision of this Agreement is held by a court of competent jurisdiction to be illegal,
invalid or unenforceable, the remaining
provisions of this Agreement shall remain in full force and effect and such
provision shall be reformed only to the extent necessary to make it
enforceable. Any use of the Services by an agency, department, or other entity
of the United States government shall be governed solely by the terms of this
Agreement. Customer hereby
agrees that (i) upon its consent (which shall not
unreasonably withheld) Company may use Customer’s name and logo to identify
Customer as a customer of Company or user of the Services, on Company’s web
site, presentations, marketing materials or otherwise; and (ii) Customer, to
the extent requested by Company, shall use commercially reasonable efforts to
positively address communications it receive from Company potential customers. Except
as stated otherwise herein, this Agreement is for the sole benefit of the Parties
hereto and nothing herein, express or implied, shall give, or be construed to
give, any rights hereunder to any other person. Neither Party shall assign its
rights or obligations under this Agreement without the prior written consent of
the other Party, which consent may not be unreasonably withheld or delayed.
Notwithstanding the foregoing, this Agreement may be assigned by either Party
in connection with a merger, consolidation, sale of all of the equity interests
of such Party, or a sale of all or substantially all of the assets of the Party
to which this Agreement relates. Without derogating from and subject to the
abovementioned, this Agreement will bind and benefit each Party and its
respective successors and assigns. This agreement shall be governed by and
construed in accordance with the laws of the State of New York, USA without
regard to principles of conflicts of law. All disputes arising out of or in
connection with the present contract shall be finally settled under the Rules
of Arbitration of the International Chamber of Commerce by one arbitrator
appointed in accordance with the said Rules. The place of arbitration shall be
the state of New York, NY, USA. The language of the arbitration shall be
English. Notwithstanding the foregoing, Company may seek equitable relief in
any court of competent jurisdiction in order to protect its proprietary rights.
Each Party
irrevocably waives its right to trial of any issue by jury. This Agreement does not,
and shall not be construed to create any relationship, partnership, joint
venture, employer-employee, agency, or franchisor-franchisee relationship
between the Parties. Neither Party has any authority to enter into agreements of any kind on
behalf of the other Party. Company will not be liable for any delay or
failure to provide the Services resulting from circumstances or causes beyond
the reasonable control of Company including, but not limited to on account of
strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts
of God, war, government or quasi-governmental authorities actions, riot, acts
of terrorism, earthquakes, explosions, power outages, pandemic or epidemic (or
similar regional health crisis), or any other cause that is beyond the
reasonable control of Company. Notices must
be in writing and are effective upon receipt when delivered by (a) personal
delivery, (b) registered/certified mail or overnight courier with tracking, or
(c) email with delivery confirmation or read receipt to the addresses in the
Order Form. Addresses may be updated by Notice. Company may update this
Agreement from time to time. If updates materially reduce Customer’s rights,
Company will provide notice via the Platform or email. Updated terms will apply
to renewals and to continued use of the Services after the effective date of
the update. If Customer does not agree, it may elect not to renew and
discontinue use.
Minimus
Entities. If Customer is located in Israel, the
contracting entity is Minimus Ltd.; If Customer is located outside Israel, the
contracting entity is Minimus Inc.