SUBSCRIPTION TERMS
Last Updated: December 2025
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 but excluding, for avoidance of doubt, OSS Components.
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. Notwithstanding anything to the contrary, Company does not make any representation, warranty, or commitment regarding any OSS Components and shall have no liability or obligation with respect to any OSS Components or third-party materials included in or made available through the Services or Artifacts, except to the extent expressly stated in this Agreement.
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 ANY BREACH OF EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS HEREIN, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, AND/OR CUSTOMER'S MISAPPROPRIATION OR OTHERWISE VIOLATION OF COMPANY'S INTELLECTUAL PROPERTY RIGHTS (INCLUDING VIOLATION OF THE SUBSCRIPTION RESTRICTIONS BY CUSTOMER), 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.
15. 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.