Terms of Service

PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND REGISTERING FOR, ACCESSING AND/OR USING THE DEEP SERVICE.

By selecting the box "I agree", or otherwise accessing and using the Deep Service (defined below), you acknowledge that you, on your own behalf as an individual and on behalf of your employer or another legal entity (collectively "Publisher," "you" or "your"), have read and understood and agree to comply with the terms and conditions below (the "Terms"), and are entering into a binding legal agreement with Deep It Ltd. ("Deep", "us", "we" or "our").  You represent and warrant that you are at least 18 years old and, if you are entering into these Terms on behalf of your employer or other legal entity, that you have full authority to bind said employer or other legal entity to these Terms.  If you do not agree to comply with and be bound by these Terms or do not have authority to bind your employer or other legal entity, please do not accept these Terms or access or use the 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.

  1. BETA VERSION. YOU ACKNOWLEDGE THAT THIS IS A BETA VERSION OF THE SERVICE, OFFERED DURING THE TESTING STAGE OF DEEP’S DEVELOPMENT OF THE SERVICE. NOT ALL FEATURES MAY BE FULLY IMPLEMENTED OR REFINED. AS WITH ANY BETA VERSION, THERE MAY BE UNRESOLVED ISSUES DESPITE DEEP’S SCANNING AND TESTING. DEEP DOES NOT OFFER TECHNICAL SUPPORT FOR THE BETA VERSION OF THE SERVICE.
  2. We reserve the right, at our discretion, to change these Terms at any time. Any such change will be effective ten (10) days following the earlier of any notice to you of such change or the posting of the revised Terms on our website deep.it (the "Site"), and your continued use of the Service thereafter means that you accept those changes.
  3. Description of the Service. As used herein, “Service” means, collectively: (i) the display of the Deep interactive widgets ("Widgets"), including as may be modified, designed or otherwise integrated, on a Publisher's website (including without limitation, web blogs), mobile website or software application, or other HTML-based digital publication ("Publisher Website"), which may be used by visitors to Publisher Websites (“End Users”) to access and interact with content provided by us or a Publisher on such Publisher Websites ; (ii) the provision of HTML code or java script provided by Deep and used to embed and display the Widgets on Publisher Websites (“Code”); (iii) the provision of content by Deep which may displayed and with which users may interact through the Widgets; (iv) the provision of access to a dashboard , control panel or other interface through a web portal provided by Deep and through which Publisher (a) may access a Widget "editor" which may be used to customize, submit content for, and generate Code for Widgets; (b) may edit Publisher's Account (defined below) information; and (c) may be offered updates, statistics, reports or information regarding Widgets and End User activity on the Publisher Website and the Widgets (such dashboard, the “Dashboard”); (v) the content, text, documents, descriptions, products, software, graphics, photos, sounds, videos, and interactive features, and the trademarks, service marks and logos (such marks, collectively, the "Marks"), contained in or made available by Deep through the Service, including in the Dashboard or in the display of the Widgets. You acknowledge and agree that the nature, features and functionality of, and the manner in which the Service is provided, are subject to change at any time, in Deep's sole discretion.
  4. Provision of the Service. Subject to these Terms, Deep hereby grants you a non-exclusive, non-transferable, non-sublicensable, and fully revocable right to (i) access and use the Dashboard, and (ii) place Code on Publisher Websites solely to display Widgets for editorial purposes and to enable Deep to provide the Service. Deep reserves the right to prohibit or block any specific Publisher Website or Publisher from using its Service, including without limitation, due to Publisher's or the Publisher Website's breach or failure to comply with the obligations or requirements of these Terms.
  5. Publisher Licenses, Acknowledgements and Warranties.
    1. License. You hereby grant Deep the right to: (a) access, and display the Widgets on, Publisher Websites by means of the Code; (b) use, visit, test, and otherwise interact with Publisher Websites, and the Widgets displayed on Publisher Websites in order to test, improve and develop the Service and Deep’s other products and services.
    2. Representations. You represent and warrant that (i) you operate, control and own, or have received all required permissions to operate and control, the Publisher Websites; and (ii) the Publisher Websites do not infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary, privacy or likeness or publicity rights or any other rights of any third party or any applicable law. You shall remain solely responsible and liable for the Publisher Websites and expressly release Deep, its affiliates, and Deep's, and its affiliates', licensors, from any and all liability arising from your use of the Service in connection with the Publisher Websites as permitted herein.
    3. Advertising. The Service is currently offered free of advertising, promotional or sponsored content ("Advertisements"), but in the future Deep may include and display Advertisements in the Widgets as displayed on Publisher Websites. Deep will provide notice to you if the Widgets will display Advertisements. If you continue to use the Widgets after such notice, you acknowledge and agree that Deep may display such Advertisements within the Widget as displayed on the Publisher Websites, including without limitation, promotional content from third-parties, without any obligation of payment to you in connection with such advertising. The tools and notices within the Dashboard will indicate whether a Widget you create will include advertising content.
  6. To the extent that Deep makes available Documentation (defined below), you may use such Documentation solely for your internal business purposes and solely in connection with your use of the Dashboard, Widgets and Code, as permitted in these Terms. You may print or copy the Documentation for internal use only, provided that all copyright notices are reproduced and included therein. Unless the Documentation is separately referred to herein, all references in this Agreement to the Service shall include the Documentation. “Documentation” means Deep’s standard user documentation (that Deep generally makes available to its Service customers), including, without limitation, in electronic form or as made available on the Site or the Dashboard, that describes the use, features and operation of the Service.
  7. Restrictions on Use. You shall not, and shall not allow any of employees, consultants, staff or other personnel (“Personnel”) or any third party to:
    1. give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, transfer or distribute any portion of the Service to any third party, including, but not limited to your affiliates, or use or provide the Service in any service bureau or hosted or managed services arrangement or on any other website, mobile software application or other digital publication other than Publisher Websites;
    2. use the Service for "non-editorial" or advertising or marketing uses, including without limitation by selling, renting, leasing or uploading or displaying sponsored or paid-for content in the Widget, or by displaying the Widget in any marketing materials or campaigns);
    3. circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service;
    4. reverse engineer, decompile or disassemble the Service or any components thereof;
    5. copy, modify, translate, patch, alter, change or create any derivative works from the Service, or any part thereof;
    6. use any robot, spider, scraper, or other automated means to access the Service for any purpose;
    7. take any action that imposes or may impose (at Deep's sole discretion) an unreasonable or disproportionately large load on Deep’s or its third party service providers’ infrastructure;
    8. interfere or attempt to interfere with the integrity or proper working of the Service, or any related activities;
    9. remove, deface, obscure, or alter Deep's or any third party's copyright notices, trademarks, text or hyperlinks or other proprietary material affixed to or provided as part of the Service (including without limitation, the Widgets), or use or display logos of the Service differing from Deep’s own without Deep’s prior written approval;
    10. other than as permitted through the tools made available in the Dashboard, remove, deface, obscure, delete, or otherwise modify or alter any portion of a Widget;
    11. use the Service to develop a competing service or product;
    12. use the Service in a manner which, or on or with, a website or mobile software application or other digital platform or publication, or submit or use Publisher Content (defined below) for a Widget, which contains or displays content that, (a) is obscene, vulgar, profane, sexually explicit, defamatory, religiously inflammatory, violent, inciting, threatening, discriminatory or hate speech directed at an individual or group (e.g., based on race, ethnicity, gender, sexual orientation, religion or nationality); (b) is related to the promotion or sale of weapons, illicit drugs, or pornography, or illegal items, services or activities; (c) is related to any fraud, scam, phishing campaign, or unsolicited communications, (d) negatively impacts the reputation and goodwill of Deep in any way (all of the foregoing to be determined in Deep’s sole discretion); or (e) infringes the rights, or misappropriates the intellectual property, of third parties; and/or
    13. use the Service in any unlawful manner (including without limitation violation of any data protection or privacy legislation applicable to Publisher) or in breach of these Terms.

Any use of the Service in violation of the provisions of this Section ‎7 shall be deemed outside the scope of the license granted to Publisher in Section ‎4 above. In all cases, Publisher shall remain liable to Deep for any act or omission of Publisher’s Personnel that would constitute a breach of these Terms if such acts or omissions were by Publisher.

  1. Account. As part of your registration for use of the Service, an account will be created to enable you to use and receive the Service, including accessing the Dashboard and generating and obtaining Widgets and Code, and accessing data collected through the Service (“Account”).  You may not allow anyone other than authorized and supervised Personnel (“Permitted Users”) to access and use Publisher’s Account.  You acknowledge that you may be required by Deep or prompted by the Dashboard to provide certain information about yourself and you agree to provide accurate and complete information as requested or prompted. You agree that Deep may use the information it provides to maintain and secure your Account, to communicate with you, and otherwise in accordance with Deep's Privacy Policy (defined below). You further acknowledge and agree: (i) to keep, and ensure that Permitted Users keep, all Account login details and passwords secure at all times; (ii) to remain solely responsible and liable for the activity that occurs in, or through the use of, Publisher’s Account; and (iii) to promptly notify Deep in writing if you become aware of any unauthorized access or use of your Account, the Dashboard through your Account, or Code or Widgets generated through your Account. 
  2. Except for the limited license expressly granted to you hereunder, Deep (or its third party licensors) reserves, and shall retain, solely and exclusively, all right, title and interest, including all intellectual property rights, in and to the Service (and all parts thereof), including without limitation all reproductions, corrections, modifications, enhancements and improvements thereof (regardless of authorship), and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, and data, other than Publisher Content and Data (defined below), related to your usage thereof.  Any rights in the Service not explicitly granted to Publisher hereunder are reserved by Deep. “Deep”, the Deep logo, and other marks are the sole property of Deep or its affiliates and their licensors. 
  3. Publisher Content and Data.
    1. License. While using the Dashboard or otherwise using or receiving the Service, you may choose to provide, upload, import, transmit, post, or make accessible (collectively, “Provide”) to Deep certain data ("Publisher Data") or content, including, without limitation, content such as images, video or audio recordings or text (such as, for example, for the purposes of displaying such content in a Widget) (such content, "Publisher Content," and all such content or data, collectively, "Publisher Content and Data"). You hereby grant Deep a non-exclusive, royalty-free, sublicensable and transferable worldwide license to (a) access, obtain, use, process, display, copy, edit, prepare and store the Publisher Data and to access and obtain Publisher Data from Publisher Websites and Widgets on Publisher Websites; and (b) to use, copy and otherwise reproduce, edit and prepare derivative works of, distribute, display, and perform Publisher Content, in order to provide the Service to Publisher and for the purposes of displaying screenshots or other images, or video recordings, of Widgets generated by your use of the Service for demonstration purposes or as examples or templates for other Service users. Except as expressly set forth in these Terms, the intellectual property and all other right, title and interest in and to Publisher Content and Data are and shall remain your, and your licensors’, exclusive property and nothing in these Terms shall be construed as transferring ownership, or any right, title or interest in Publisher Content and Data to Deep or any third party. 
    2. Responsibility. You represent and warrant that: (a) you own or have obtained the rights to all of the intellectual property rights subsisting in the Publisher Content and Data and have the right to provide Deep with the licenses granted herein to use such Publisher Content and Data in accordance with these Terms; and (b) the Publisher Content and Data (and the Provisions thereof to Deep), do not violate any applicable law or infringe or violate any patents, copyrights, trademarks or other intellectual property, database, proprietary, moral, privacy or likeness or publicity rights of any third party. Notwithstanding anything to the contrary, Deep reserves the right, in its sole discretion and without further notice to you, to monitor, censor, edit, remove, delete, and/or remove any and all content, including Publisher Content, Provided or otherwise displayed or intended to be displayed as part of a Widget or otherwise through the Service, at any time and for any reason.  Without limitation to the foregoing, you shall remain solely responsible and liable for Publisher Content and Data and expressly releases Deep, and its affiliates, and its and their licensors, from any and all liability arising from Deep’s use of Publisher Content and Data as permitted in these Terms.
    3. Availability of Publisher Data. You acknowledge and agree that: (i) the Service does not operate as an archive or file storage service and Deep may not store and make available all Publisher Content and Data; and (ii) You are solely responsible for the backup of the Publisher Content and Data. You may be enabled to download certain Publisher Content and Data which you may have Provided while these Terms are in effect, or as otherwise set forth herein, provided that you comply with these Terms and any Deep security requirements.
    4. Disclosure. Deep reserves the right to access, read, preserve, and disclose any information that we obtain in connection with the Service, and your use thereof, as Deep reasonably believes necessary to (a) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (b) enforce these Terms, including to investigate potential violations, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to user support requests, or (e) protect the rights, property or safety of Deep, its users or the public.
    5. Security. While these Terms are in effect, Deep agrees to implement reasonable security measures to protect Publisher Content and Data stored by Deep and will, at a minimum, utilize industry standard security procedures.
  4. Privacy Policy, Anonymous Data, and End User Permissions.
    1. Data Collection. Without limitation to Section ‎1 above, you acknowledge and agree that:
      1. Deep may use all data and information, including personally identifiable information, which is transmitted to, collected, obtained or stored by Deep, in accordance with Deep’s Privacy Policy, currently available at it/privacy ("Privacy Policy");
      2. the Service involves End User engagement with the Widget, and Deep collects and receives information about End Users and their view, access and use of, activity on, and interaction with, Publisher Website and the Widgets displayed on the Publisher Websites, including through the use of cookies and other tracking methods, as specified in Deep’s Privacy Policy.
      3. Deep may collect and use Anonymous Information (defined below) obtained or stored by Deep in connection with the Service and Publisher Websites (including without limitation information about use of the Service and engagement with the Widgets by End Users), in order to provide, improve and publicize Deep's products and services or for any other purpose; and Deep owns all right, title and interest in and to Anonymous Information collected or obtained by Deep through the Service. "Anonymous Information" means information which does not enable identification of an individual, such as aggregated and analytics information, even if such information is based on information which included personally identifiable information.
    2. Modification. You acknowledge and agree that the Privacy Policy is subject to change at any time. Any such change will become effective ten (10) days following either our notice to you of such change or our posting of the revised Privacy Policy on the Site or Dashboard. You agree that by continuing to use the Dashboard and/or to receive the Service thereafter, you accept such changes.
    3. End User Permissions. Without limitation to Section ‎2 above, you (a) shall obtain all permissions from End Users as required by all applicable law for Deep to obtain, use and collect data about an End User's activity on the Publisher Website, use of, and interaction with, the Widgets pursuant to these Terms and the Privacy Policy; (b) represent and warrant that you maintain and publicly display (and shall continue to maintain and display) all necessary notices and policies on the Publisher Websites to comply with the foregoing; (c) notify End Users of the applicable costs and fees charged by third-party service providers or carriers in connection with End Users’ data usage, and utilization, access, and transmission of data and content over, the Internet and cellular networks, and disclaim all responsibility on your, and Deep’s, behalf for any such charges. You may not use or access the Service prior to the implementation of the notices and mechanisms necessary to inform and obtain End User consent to Deep's use and collection of data as set forth in these Terms.
  5. Web Browser You acknowledge that, as of the Effective Date, a web browser version that supports HTML5 is required to access and use the Dashboard.  You are solely responsible for upgrading to the then-current minimum web browser requirements that Deep defines from time to time.  In the event of any change of such requirements, Deep shall either: (a) display the then-current web browser requirements on its Site or the Dashboard; or (b) notify you of the then-current web browser requirements. You acknowledge and agree that use of an HTML 5 browser may be required for an End User to use the Widgets.
  6. Reference Customer and Promotional Use. You hereby grant Deep a worldwide non-exclusive license to (a) use your name and logo on its website and in its promotional materials to state that Publisher is a customer of Deep and a Service user, but will not imply that the parties are otherwise affiliated; (b) use, copy, edit, distribute, display and perform, the Widgets you create and images or video recordings of such Widgets, and the Publisher Website on which the Widget is displayed, for demonstration, advertising or marketing purposes.
  7. Confidential Information. You may be granted access to, or be exposed to, certain non-public and/or proprietary information or content of Deep, regardless of the manner disclosed ("Confidential Information") and shall not use or disclose the Confidential Information except as expressly permitted under this Agreement or as required under applicable law. Publisher shall take reasonable measures, at least as protective as those taken to protect its own confidential information, to protect the Confidential Information from disclosure to a third party.  All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of Deep. These Terms and the functionality and design of the Service are Confidential Information.
  8. Term. These Terms shall be effective upon your agreement to these Terms and shall continue in effect until terminated by you or by Deep in accordance with these Terms.
  9. You may terminate these Terms and the Service at any time by cancelling your Account and ceasing all use of the Service (but to the extent Deep charges a fee for the use of the Service, you shall be required to pay fees for the applicable period or partial period of use of the Service).  Deep may terminate these Terms and cease providing the Service to you at any time, including without limitation in the event that you breach these Terms, and shall not be liable to you or any third party for termination of these Terms or of the provision of the Service to you. 
  10. Effect of Termination.
    1. General. Upon termination of these Terms, you shall immediately discontinue all access and use of the Service and shall promptly, but in any event within three (3) days, (a) remove the Widget and any Code from all Publisher Websites; (b) permanently delete all copies of all Code and Documentation in your possession or control; (c) pay all outstanding amounts that may be due to Deep.
    2. Archived Pages. Notwithstanding the foregoing, upon termination of these Terms by you, you may retain previously embedded Widgets on archived pages of the Publisher Website following termination of these Terms (such Widgets, "Archived Widgets"). These Terms shall survive in full force and effect with respect to the Archived Widgets and the Publisher Websites on which they remain (to the extent applicable), except that (a) you shall no longer be granted access to the Dashboard or be entitled to any other features or functionalities of the Service; (b) Deep shall retain the right to terminate or suspend your continued use of the Archived Widgets as stated in these Terms; and (c) you acknowledge and agree that Archived Widgets may lose functionality in whole or in part and Deep makes no representation or warranty, and disclaims all responsibility for, Archived Widgets.
    3. Access to Publisher Content Data. Upon termination of these Terms, you will lose all access to any Publisher Content and Data that may be stored on the Dashboard or otherwise by Deep.  It is your responsibility to download Publisher Content and Data which Deep may generally make available for download through the Dashboard prior to termination of these Terms. 
    4. Survival. This Section ‎17 and Sections ‎1 (Beta Version), ‎7 (Restrictions on Use), ‎9 (Title), ‎1(ii) (Publisher Content and Data – License), ‎10.2 (Publisher Content and Data – Responsibility), ‎11 (Privacy Policy, Anonymous Information and End User Permissions), ‎14 (Confidential Information), ‎20 (Warranties), ‎21 (Warranty Disclaimer), ‎22 (Limitation of Liability), ‎23 (Indemnification), ‎24 (Assignment), ‎25 (Governing Law and Disputes) and ‎26 (General), and any provision of this Agreement so intended, shall survive termination of this Agreement.
  11. Suspension. If Deep believes that you or your Personnel are using or accessing the Dashboard (or Publisher’s Account or a Widget or Code associated with Publisher’s Account are being used, accessed or interacted with), or are otherwise using the Service, in a manner that may cause harm to Deep or any third party (including without limitation by infringing such third party’s intellectual property rights), or which is in breach of these Terms, then Deep may, without derogating from Deep’s right to terminate these Terms under Section ‎16 (Termination) above, suspend provision of the Service and your access to and use of the Service or portions thereof (or suspend your Account), until such time as Deep believes the threat of harm or breach, or actual harm or breach, has passed.
  12. Except as expressly set forth in the Terms, your general right to access and use the Service is currently for free, but Deep 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 Service unless you first agree to such charges, but please be aware that any failure to pay applicable charges shall be deemed termination of these Terms by you and you must cease all use of the Service as specified in Section ‎17 (Effect of Termination) above.
  13. You represent and warrant that (a) if you entering into these Terms on behalf of an entity, that such entity is duly organized and validly existing under the laws and regulations of its jurisdiction of formation and that such entity has, and has granted you, the full power and authority to enter into these Terms and, on behalf of such entity, to grant the rights and licenses and assume the obligations stated herein; and (b) are not bound by any agreement, obligation or restriction that would interfere with your obligations under these Terms.
  14. Warranty Disclaimer. The Service is provided on an "as is" and "as available" basis, and without warranties of any kind either express or implied. Publisher assumes all responsibility for the selection of the Service to achieve its intended results.  DEEP HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED.  DEEP DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. 

DEEP DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT OR INFORMATION CONTAINED IN OR DISPLAYED ON, OR RESULTS THAT PUBLISHER OBTAINS THROUGH THE SERVICE, INCLUDING WITHOUT LIMITATION, THE ACCURACY OF ANY CONTENT OR INFORMATION.  PUBLISHER’S USE OF AND RELIANCE UPON THE SERVICE CONTENT AND PUBLISHER CONTENT AND DATA IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND DEEP SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO PUBLISHER IN CONNECTION WITH ANY OF THE FOREGOING.

YOU AGREE THAT DEEP WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS, INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF DEEP'S OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS. 

Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.

  1. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, INCLUDING ANY PROVISION OF THESE TERMS, TO THE FULLEST EXTENT PERMISSIBLE BY LAW:
    1. IN NO EVENT WILL DEEP OR ITS AFFILIATES OR LICENSORS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS; (A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF ANTICIPATED SAVINGS; (C) ANY LOSS OF, OR DAMAGE TO, DATA, REPUTATION, OR GOODWILL; AND/OR (D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.
    2. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF DEEP, ITS AFFILIATES AND ITS LICENSORS, FOR ANY DAMAGES OR LOSSES UNDER, OR IN CONNECTION WITH, THESE TERMS OR THE SERVICE EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO DEEP IN CONNECTION WITH THE SERVICE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE BRINGING OF THE CLAIM.
    3. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY (A) EVEN IF A PARTY, ITS LICENSORS OR ITS AFFILIATES HAVE BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES; (B) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (C) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, TORT, NEGLIGENCE OR STRICT LIABILITY).
  2. You agree to defend, indemnify and hold harmless Deep and its licensors, affiliates and its, and each of their, respective officers, directors, agents, consultants and employees from any third party claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) (collectively, “Claim”) arising from (i) your breach of this Agreement; (ii) Publisher Content and Data; (iii) Deep’s provision of the Service or collection of data as set forth in this Agreement; (iv) your interaction with End Users (including any incorrect or false representations or warranties) in connection with Deep or the Service.
  3. These Terms and any rights or obligations hereunder: (i) may not be transferred or assigned by you without the prior written consent of Deep; but (ii) may be transferred or assigned by Deep without restrictions.  Subject to the foregoing, these Terms shall bind and benefit each party and its respective valid assigns.  Any prohibited assignment shall be null and void.
  4. Governing Law and Disputes.
    1. Governing Law. These Terms and the entire relationship between the Publisher and Deep shall be governed by the laws of the State of Israel, without reference to its conflict of laws rules.
    2. Venue. The exclusive jurisdiction and venue for all disputes between Publisher and Deep shall be the courts located in Tel Aviv-Yaffo, Israel, 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, Deep reserves the right to seek injunctive or other equitable relief in any court worldwide of competent jurisdiction to protect its confidential information or intellectual property rights.
    3. Class Action Waiver. To the maximum extent permitted by law, all disputes between you and Deep shall only be resolved on an individual basis and you hereby waive, and shall not have (or such waiver is not permissible or effective, you shall not exercise), the right to bring any claim against Deep as a plaintiff or a member of a class, consolidated or representative actions (or any other legal proceedings conducted by a group or by representatives on behalf of others).
  5. General.
    1. Relationship. You and Deep are independent contractors. Nothing in these Terms shall create a partnership, joint venture, agency, or employment relationship between you and Deep and you may not make, or undertake, any commitments or obligations on behalf of Deep.
    2. Entire Agreement. These Terms comprise the entire agreement between you and Deep regarding the subject matter thereof and supersede and merge all prior understandings, oral and written, between you and Deep relating to the subject matter of these Terms.
    3. Headings. The headings used in these Terms are for convenience only and shall in no case be considered in construing these Terms.
    4. Waiver. No failure or delay in exercising any right hereunder by either party shall operate as a waiver thereof, nor will any partial exercise of any right hereunder preclude further exercise.
    5. Severability. If any part of these Terms is held by a court of competent jurisdiction to be illegal or unenforceable, the validity or enforceability of the remainder of these Terms shall not be affected and such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law and, in its modified form, such provision shall then be enforceable and enforced.
    6. Remedies. No right or remedy conferred upon or reserved under these Terms is intended to be, or shall be deemed, exclusive of any other right or remedy under these Terms, at law or in equity, but shall be cumulative of such other rights and remedies.
    7. Legal Fees. The prevailing party in any legal action between the parties under, or otherwise in connection with, these Terms will be entitled to recover from the other party its reasonable attorney’s fees and expenses in connection with such action.
    8. Notices. Deep may provide notices to you: (a) by posting or displaying such notices on the Site or as part of the Service, including without limitation, in the Dashboard or in the Account section of the Site or the Dashboard; (b) by sending an e-mail to the e-mail address you provided us; or (c) through any other means of contact or communication, such as a phone number or mailing address you may have provided to us. Any such notice to you shall be deemed received and effective within twenty four (24) hours after it is posted or published or sent to you.

Last updated: March, 6 2017