Welcome to Pragma!
Please read the following Terms and Conditions ("Terms") carefully before using our website available at: https://www.pragma.ai/ which together with its subdomains, Content, Marks and services, shall be referred to as the “Website”), and/or registering for, accessing or using the Service (as defined below) so that you are aware of your legal rights and obligations.
By accessing the Website and downloading, activating, accessing and/or using the Service you acknowledge that you, on your own behalf as an individual, and on behalf of your employer or another legal entity (collectively “you” or “your”), are entering a legal agreement with Pragmatica Ltd. (“Pragma”, “us”, “we” or “our”) and have understood and agree to comply with, and be legally bound by this Agreement.
The Website and Service are only intended for individuals aged eighteen (18) years or older. If you are under eighteen (18) years please do not use the Website and Service. If you are entering into this Agreement on behalf of your employer or other legal entity, you represent and warrant that you have full authority to act on behalf of the employer or other legal entity and bind such employer or other legal entity to this Agreement. If you do not agree to comply with and be bound by this Agreement or do not have authority to bind your employer or other legal entity, please do not accept these Terms and immediately refrain from accessing and/or using the Website and Service. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.
For clarity, this Agreement shall not derogate from any Usage Rules (as defined below) or any applicable website or platform terms and conditions from which you may download and/or use the Service.
The following capitalized terms have the meanings set forth below:
- "Content" means any text, documents, descriptions, interactions, data, information, video clips, logos, icons, software, links, reports, files, images, graphics, or other content.
- "Intellectual Property Rights" means any and all rights, titles, and interests (under any jurisdiction or treaty, whether protectable or not, whether registered or unregistered, and whether vested, contingent, or future) in and to inventions, discoveries, works of authorship, designs, software, technical information, databases, know-how, mask works, methods, technology, and other intellectual property, and includes but is not limited to patents, copyrights and similar authorship rights, moral (and similar personal) rights, mask work rights, data and database rights, trade secret rights and similar rights in confidential information and other non-public information, design rights, trademark, service mark, trade name, trade dress and similar branding rights, as well as: (i) all applications, registrations, renewals, reexaminations, extensions, continuations, continuations-in-part, provisionals, substitutions, divisions or reissues of or for the foregoing; and (ii) all goodwill associated with the foregoing.
- "License Term" means the duration of license as specified in your Order Form.
- “Order Form” means any written or electronic order form selected (online or by other means) by you by clicking and/or execution, as applicable, for the provision of the applicable license granted under these Terms.
- "Pragma Content" means any Content (excluding User Content) appearing on or in, or otherwise provided or made available via, the Service and/or Website.
- "Sensitive Data" means any (i) categories of data enumerated in Article 9(1) of the European Union's General Data Protection Regulation (Regulation 2016/679, aka the GDPR) or any successor law; (ii) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards ("PCI DSS"); (iii) Nonpublic Personal Information (NPI) (as defined by the Gramm-Leach-Bliley Act and its implementing rules and regulations) or Personal Health Information (PHI) data (as defined by the Health Insurance Portability and Accountability Act and its implementing rules and regulations); or (iv) any data similar to the foregoing that is protected under foreign or domestic laws.
- "User Content" means any Content submitted or uploaded to, or transmitted through, the Website or Service, or otherwise provided or made available to Pragma, by or on behalf of you.
- "User Derived Content" means content or text derived or extracted from your use of the Service, such as wording, and text contained in the content or information uploaded to the Service or otherwise transmitted, or otherwise made available by you to Pragma.
- "Your Environment" means the systems, platforms, services, software, devices, sites and/or networks that you uses in your own internal business operations. For clarity, Your Environment does not include the Service.
- The Service. Pragma offers a browser extension tool intended to assist you in conducting customer facing interactions which may provide you with suggested optional wording and information which are based, inter alia, on an ongoing analysis of your customer facing activity ("Service").
Pragma may offer additional services and/or products which are subject to the other agreements, such as the Pragma SaaS Agreement (each an "Other Agreement"). To the extent of any conflict or inconsistency between a provision in these Terms and a provision in the Other Agreement, the other Agreement shall prevail, unless the Other Agreement specifically states otherwise.
Subject to the terms and conditions of this Agreement (including without limitation your payment of all applicable Fees), and any applicable Usage Rules, Pragma grants you a limited, fully revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable right and license, to download, install, access and use the Service on your computer, tablet, mobile device, mobile applications and tools or otherwise (“Device”) that you own or control; during the License Term solely for your personal or internal institutional use (collectively: the “License”).
- Integrations within Your Environment. In order to optimize your use of the Service, you may, at your sole discretion, connect individual components within Your Environment to the Service (“Components”). As between Pragma and you, you control Your Environment and Components whether owned, leased or licensed by you. You are responsible for complying with all applicable third-party terms, policies and licenses governing your use of, and Pragma’s access and use of, the Components and associated data therein, and for any costs and expenses related to Your Environment, including establishing integrations or other connection to the Components. By connecting the Service to a Component, you hereby grant Pragma the right, and are expressly instructing Pragma, to (a) access and interoperate with that Component, and (b) access and/or save the data included within the Component; each during the License Term and as necessary in order to provide the Service to you and support the Service for your needs.
- Restrictions. You agree not to, and shall not permit any third party to: (i) sublicense, redistribute, sell, lease, lend or rent the Service; (ii) make the Service available over a network where it could be used by multiple devices owned or operated by different people at the same time; (iii) disassemble, reverse engineer, decompile, decrypt, or attempt to derive the source code of, the Service; (iv) copy (except for back-up purposes), modify, improve, or create derivative works of the Service and/or Website or any part thereof; (v) circumvent, disable or otherwise interfere with security-related features of the Service and/or Website or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service and/or Website ; (vi) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on or via the Service and/or Website ; (vii) use any communications systems provided by the Service and/or Website to send unauthorized and/or unsolicited commercial communications; (viii) use the Pragma or Pragma: name, logo or trademarks without our prior written consent; and/or (ix) use the Service and/or Website to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches these Terms. You represent and warrant that your use of the Service and/or Website complies with all applicable laws and regulations (including, without limitation privacy, marketing and spam laws) and that you have obtained all required approvals, consents, permissions, licenses necessary in order to use the Service and/or Website (including from your third party service providers).
- Usage Rules. In order to order to access and use the Service, you will be required to download our extension tool which will be made available via a third party marketplace or online store, such as the Google Chrome Store (each a "Distributor").Please be aware that the Distributor may have established usage rules, applicable to your use of the Service which you are required to comply with (“Usage Rules”). You acknowledge that, prior to downloading the Service from a Distributor, you have had the opportunity to review and understand, and will comply with, its Usage Rules. The Usage Rules that are applicable to your use of the Service are incorporated into these Terms by this reference. You represent that you are not prohibited by any applicable Usage Rules and/or applicable law from using the Service; if you are unable to make such a representation you are prohibited from installing and/or using the Service.
- Fees. Except as expressly set forth in the Terms, your general right to access and use the Website is currently for free, but Pragma may in the future charge a fee for certain access or usage. You will not be charged for any such access or use of the Website unless you first agree to such charges, but please be aware that any failure to pay applicable charges may result in you not having access to some or all of the Website.
In order to activate your Account and use our Service you will be required to pay the subscription fees set forth in the Order Form (“Fees”) or Payment Page in accordance with the payment terms specified therein.
Upon registration to the Service you will be transferred to a landing page in which you will complete the payment process through a third party payment processing service, and additional terms and conditions may apply to such payment processing activities. We reserve the right to use other third party payment processing services for such purposes in the future. Certain components of the Service may be made available on a free of charge basis, however, we reserve the right in the future to charge a fee for features and/or uses which are currently made available free of charge. Any failure to pay applicable charges may result in you not having access to some or all of the Service.
- Payment terms. Except as may be expressly stated otherwise in the Order or these Terms: (a) all Fees are stated, and are to be paid, in US Dollars; (b) all Fees are shall be paid in advance at the commencement of each annual subscription; (c) all payments and payment obligations under this Agreement are non-refundable, and are without any right of set-off or cancellation; (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; and (e) all amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies and duties.
- Trial period. Pragma may, at its sole discretion, offer a free trial subscription to use the Service for evaluation purposes during the applicable trial period specified in the Order Form and/or within the Website (“Trial Period”) prior to charging the Fees. Unless otherwise agreed between the Parties, no fees are due from your for use of the Service during the Trial Period. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, DURING THE TRIAL PERIOD THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY WHASOEVER, AND TO THE MAXIMUM PERMITTED BY LAW, PRAGMA AND ITS AFFILIATES WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS OR LIABILITIES, WITH RESPECT TO TRIAL PERIOD. FOR GREATER CLARITY, DURING THE TRIAL PERIOD PRAGMA SHALL NOT BE LIABLE FOR HEREUNDER FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL OR EXEMPLARY DAMAGES OR LOSSES WHATSOEVER; NOR FOR DAMAGES OR LOSSES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL, OR DAMAGES ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE. In the event of any inconsistencies between the terms of this Section 8.2and other provisions of these Terms, the terms specified in this Section 8.2 shall prevail with respect to the Trial Period. Pragma has the right to terminate a Trial Period at any time and for any reason.
- Pragma Materials. The Service is licensed to you and not sold to you under these Terms. Pragma (and/or its licensors and suppliers, as applicable) is, and shall be, the sole and exclusive owner of all right, title and interest (including without limitation all Intellectual Property Rights) in and to: (a) the Website and Service, including any software, graphics, photos, sounds, videos, interactive features, trademarks, service marks and logos contained therein; (b) Pragma Content; (c) Pragma's confidential information; (d) any Feedback (as defined below); (e) any anonymous information, data, reporting, suggestions, analyses, and/or intelligence, which is derived from the use of the Service (i.e., metadata, aggregated, statistics and/or analytics information security findings or discoveries, etc.) which is not personally identifiable information (collectively, "Analytics Information"); and (f) any improvements, derivative works, and/or modifications of/to any of the foregoing, regardless of inventorship or authorship.
You shall make, and hereby irrevocably makes, all assignments and/or waivers necessary or reasonably requested by Pragma to ensure and/or provide Pragma (and/or its designee(s)) the ownership rights set forth in this paragraph.
- User Content, and User Derived Data. As between the Parties, you are, and shall be, the sole and exclusive owner of all User Content and User Derived Content (collectively: "User Materials"). During the term of this Agreement, you hereby grant Pragma and its affiliates a worldwide, royalty-free, paid-up, non-exclusive, sublicensable (through multiple tiers of sublicensees) right and license to access and use, User Materials, in any media format and through any media channels, for the sole purpose of providing the Service, for development and/or improvement, and/or for statistical purposes (internally or externally) and for otherwise performing duties under this Agreement. You hereby acknowledge that the User Derived Content may include mistakes, errors, typos and inaccurate, unspecific or out-of-date information, and that your use of, and reliance on such information is entirely at your own risk.
You shall ensure that no User Material include or link to Sensitive Data, and represent and warrant that (i) no User Material infringes, misappropriates or violates or will infringe, misappropriate or violate, the rights (including Intellectual Property Rights and privacy rights) ; (ii) no User Material violates any law or regulation, proprietary right, or privacy right of any person or entity or any applicable law, rule or regulation of any government authority of competent jurisdiction; (iii) you have obtained and will maintain all required consents, licenses, rights and permissions to provide, make available, and otherwise expose User Materials to Pragma, its affiliates, and hosting providers and authorize Pragma to use all Intellectual Property Rights in and to your User Materials to enable inclusion and use thereof as part of the Service and/or Website.
- To the maximum extent permitted by law, Pragma shall have no liability to you with respect to the User Materials, including, without limitation, liability with respect to: (i) any information (including confidential information) contained in or apparent from any User Materials; and/or (ii) any copy right infringement claim or another infringement claim by a third party in relation to or in connection with the User Materials. You acknowledge that the Service does not operate as an archive or file storage service. You are solely responsible for the backup of User Materials and other safe guards appropriate for your needs.
- Feedback. If Pragma receives any feedback (e.g., questions, comments, suggestions or the like) regarding the Website and/or Service (collectively, “Feedback”), all rights, including Intellectual Property Rights in such Feedback shall belong exclusively to Pragma and that such shall be considered Pragma's confidential information. You hereby irrevocably, fully and unconditionally transfer and assign to Pragma all Intellectual Property Rights and remaining rights you have in such Feedback, without any further step or payment being necessary, and waive any and all moral rights you may have in respect thereto, and the right to assert or take legal action in connection with such rights. It is further understood that use of Feedback, if any, may be made by Pragma at its sole discretion, and that Pragma in no way shall be obliged to make use of any kind of the Feedback or part thereof.
- Third Party Components. The Service may use or include third party open source software, APIs, files, libraries or components that may be distributed to you and are subject to third party open source license terms. If there is a conflict between any open source license and these Terms, then the open source license terms shall prevail but solely in connection with the related third party open source software. To the maximum extent permitted by law, Pragma makes no warranty or indemnity hereunder with respect to any third party open source software.
- Pragma permits you to link to the Website provided that: (i) you link to but do not replicate any page on this Website; (ii) the hyperlink text shall accurately describe the Content as it appears on the Website; (iii) you shall not misrepresent your relationship with Pragma or present any false information about Pragma and shall not imply in any way that we are endorsing any services or Service, unless we have given you our express prior consent; (iv) you shall not link from a website ("Third Party Website") which prohibits linking to third parties; (v) such Third Party Website does not contain content that (a) is offensive or controversial (both at our discretion), or (b) infringes any intellectual property, privacy rights, or other rights of any person or entity; and/or (vi) you, and your website, comply with these Terms and applicable law.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ACKNOWLEDGE THAT THE WEBSITE, SERVICE, THE PRAGMA CONTENT, AND ANY OTHER GOODS AND/OR SERVICE PROVIDED OR MADE AVAILABLE BY PRAGMA HEREUNDER OR RELATED THERETO (COLLECTIVELY, THE "PRAGMA MATERIALS") ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE, OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR REGARDING SECURITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET POSSESSION, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, RELIABILITY, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY PRAGMA, ITS SUPPLIERS, AND LICENSORS.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRAGMA DOES NOT MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION: (A) REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, TIMELINESS, COMPLETENESS, ACCURACY OR QUALITY OF PRAGMA MATERIALS, THE SERVICE OR THE WEBSITE; (B) THAT YOUR USE OF PRAGMA MATERIALS, THE SERVICE OR THE WEBSITE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE; (C) REGARDING THE OPERATION OF ANY NETWORKS, THE PASSING OR TRANSMISSION OF DATA VIA ANY NETWORKS OR CLOUD; (D) REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY LAWS, REGULATIONS, OR OTHER GOVERNMENT OR INDUSTRY RULES OR STANDARDS; OR (E) REGARDING YOUR ENVIRONMENT AND COMPONENTS, AND, FOR GREATER CLARITY, PRAGMA WILL HAVE NO SUPPORT OBLIGATIONS RELATED TO YOUR ENVIRONMENT AND COMPONENTS. WE DO NOT WARRANT THAT THE CONTENT AVAILABLE ON, OR GENERATED BY, THE WEBSITE OR THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE AND/OR THAT THE SERVICE OR THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL CODE. WE RESERVE THE RIGHT TO MAKE CHANGES IN OR TO THE PRAGMA CONTENT, THE WEBSITE AND/OR THE SERVICE, OR ANY PART THEREOF, WITHOUT GIVING YOU ANY NOTICE PRIOR TO OR AFTER MAKING SUCH CHANGES. PRAGMA WILL NOT BE LIABLE OR OBLIGATED IN RESPECT OF DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO PUBLIC NETWORKS OR HOSTING PROVIDERS.
- YOU HEREBY ACKONWLEDGE THAT THE SERVICE IS INTENDED TO ASSIST YOU, YOU ARE ADVISED NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SERVICE. USE OF THE SERVICE, AND ANY OUTCOMES OF SUCH USE IS ENTIRELY AT YOUR OWN RISK. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM YOUR USE OF THE SERVICE AND/OR FOR ANY TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
- Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL PRAGMA, ITS AFFILIATES, OR ANY LICENSOR OR SUPPLIER OF PRAGMA, BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS, FOR: (A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF ANTICIPATED SAVINGS, OR WASTED EXPENDITURE; (C) ANY LOSS OF, OR DAMAGE OR INTERRUPTION TO, DATA, NETWORKS, INFORMATION SYSTEMS, REPUTATION, OR GOODWILL; AND/OR (D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICE. TO THE MAXIMUM EXTENT PERMITED BY LAW,
THE COMBINED AGGREGATE LIABILITY OF PRAGMA AND ITS AFFILIATES UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS, THE WEBSITE AND THE SERVICE SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID (IF ANY) BY YOU TO PRAGMA UNDER THESE TERMS IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE GIVING RISE TO LIABILITY. THE FOREGOING EXCLUSIONS AND LIMITATION SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF PRAGMA HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, AND WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION FOR NEGLIGENCE OR BREACH OF STATUTORY SUTY), MISREPRESENTATION, RESTITUTION,OR OTHERWISE.
- Indemnification. To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Pragma and its affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Website and/or Service (ii) your violation of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; and (iv) a third party claim relating to or in connection with the User Materials (including but not limited to a claim for copyright infringement or related to Intellectual Property Rights or proprietary rights). Without derogating from or excusing your obligations under this section, Pragma reserves the right (at your own expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to an indemnification by you without first obtaining our express approval.
- Updates. Pragma may from time to time and in its discretion provide updates or upgrades to the Website and/or Service (each a “Revision”), but are not under any obligation to do so. Such Revisions will be supplied according to our then-current policies, which may include automatic updating or upgrading without any additional notice to you. You consent to any such automatic updating or upgrading of the Service. All references herein to the Service shall include Revisions. These Terms shall govern any Revisions that replace or supplement the original Service, unless the Revision is accompanied by a separate license agreement, which will govern the Revision.
- Term and Termination. These Terms are effective until terminated by Pragma or you. Pragma, at its sole discretion, has the right to terminate these Terms and/or your access to the Website and/or Service, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms). Pragma shall not be liable to you or any third party for termination of the Website, Service or any part thereof. Without derogating from your obligation to pay the applicable Fees, if you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Website and/or Service in any way, your only recourse is to immediately discontinue your use of the Website and/or Service. Upon termination of these Terms, you shall cease all use of the Website and Service.
- Effect of Termination. Upon termination of these Terms, you will lose all access to the Service and to any data that we may be storing on your behalf. It is your responsibility to download your data prior to canceling your Account or any termination of these Terms. Notwithstanding the foregoing, for a period of thirty (30) days from the effective date of termination of these Terms we will provide you, upon your written request sent to email@example.com, with a reasonable opportunity to download your data at a time nominated By us. We reserve the right to permanently delete from our (or our third party service provider’s) servers any data that may be contained in your Account at any time following said thirty (30) day period. We do not accept any liability for any termination of the Service or data that is deleted in connection thereto. Sections 1 (Definitions), 6 (Restrictions), 7 (Usage Rules), 10 (Ownership), 14 (Disclaimers), 15 (Limitation of Liability), 16 (Indemnification), 19 (Effect of Termination), 22 (Governing Law and Disputes) and 23 (General), shall survive termination of these Terms.
- Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Pragma without restriction. Any prohibited assignment shall be null and void.
- Modifications. We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective ten (10) days following our sending a notice thereof to you or posting the revised Terms on the Website, and your continued use of the Service thereafter means that you accept those changes.
- Governing Law and Disputes. These Terms shall be governed by the laws of the State of Israel, without reference to its conflict of laws rules. The exclusive jurisdiction and venue for all disputes hereunder shall be the courts located in Tel Aviv-Yaffo, and each party hereby irrevocably consents to the jurisdiction of such courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms. Notwithstanding the foregoing, Pragma reserves the right to seek injunctive relief in any court of competent jurisdiction.
- General. These Agreement represents the complete agreement concerning the Service between you and Pragma and supersede all prior agreements and representations related to the subject matter hereof. Section headings are provided for convenience only and have no substantive effect on construction. Except for your obligation to pay the Fees, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. You hereby acknowledge and agree that Pragma may use your name and logo to identify you as a customer of Pragma or user of the Service, in connection with its marketing activities, within its website or marketing materials or otherwise. Nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. If any provision of this Agreement is held to be unenforceable, the Agreement shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.