Roundtableml, Inc. (“Company” or “us”, “our”, “we”) provides an 1.Web Scraper for SKU finding of given items 2. Analyze Emails and extract tasks into Monday.com (the “Platform”). These Terms of Service (“Terms”) govern your access and use of the Platform. “You” means any entity that uses the Platform, including the personnel of such entity, (together, the “Customer”).
Please read these Terms carefully. These Terms govern your access and use of the Platform, and Documentation (as defined below) and any proprietary technology of Company incorporated therein. By using the Platform and/or Documentation you signify your assent to these Terms together with our Privacy Policy, which is available at https://sku-finder.jyper.io/privacy and as amended from time to time (the “Privacy Policy”). Changes may be made to these Terms and/or the Privacy Policy from time to time. Your continued use of the Platform and/or Documentation will be deemed acceptance to any such amended or updated terms. If you do not agree to any of these Terms, please do not click “ACCEPT” and do not use the Platform, and/or Documentation. Any individual accepting these Terms on behalf of a Customer represents and warrants that s/he is authorized to accept this Terms on behalf of a Customer and legally bind Customer to the terms and conditions set forth herein. Company may choose at any time to change the pricing any time.
Limited Right to Use. Subject to the terms and conditions herein, Company grants you a limited, non-exclusive, non-transferable and non-sublicenseable right to use the Platform and/or Documentation during the Term of these Terms in order to assist personnel with their efficiency and productivity. This right allows users up to the number specified in the order form provided by Company (respectively "Authorized Users" and “Order”) to access the Platform, in connection with Customer's Integrated Accounts, as defined in the Order; and (ii) use the APIs necessary to connect Integrated Accounts to the Platform according to our documentation ("Documentation"). Customer will use the Platform and services, and all related software and Documentation in compliance with all applicable laws and regulations, including but not limited to applicable data security and privacy laws. Customer represents and warrants that no third party agreement prevents it from using the Platform as contemplated hereunder, including any terms governing Customer's use of the Integrated Accounts. Customer may use the Platform and/or Documentation for internal business purposes only. Company reserves the right to modify the Platform and/or Documentation at any time in its sole discretion. The Platform is made available over the Internet, and you are not entitled to any source code or executables in respect of the Platform.
Restrictions. You may not, nor allow third parties to: (i) use the Platform and/or Documentation as a part of a timeshare or service bureau arrangement; (ii) copy, modify, create derivative works of, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Platform and/or Documentation in any way; (iii) except as permitted hereunder, distribute the Platform and/or Documentation to any third party or provide any third party with access to the Platform and/or Documentation; (iv) interfere with or disrupt the operation of the Platform, or the servers or networks that host the Platform, (v) interfere with or circumvent any security or access control mechanism of the Platform and/or Documentation, (vi) express or imply that Company endorses you or your business or present false information about the Platform and/or Documentation; (vii) use the Platform and/or Documentation for any illegal or unauthorized purpose; (viii) remove, change or modify any trademarks from or attach any additional trademarks to the Platform and/or Documentation; or (ix) visit or access the Platform through unauthorized means, including without limitation any data mining, robots/bots, or similar data gathering and extraction tools to extract for re-utilization of any parts of the Platform. Customer will implement the APIs provided by Company according to the Documentation to allow Company access to the Integrated Accounts, and provide Company with Customer credentials to the Integrated Accounts. Customer acknowledges that if Customer does not provide accurate and up to date credentials, the services may be negatively impacted, or may not be provided at all. Customer will manage and secure all API keys and login credentials used by Authorized Users in connection with their use of the Platform, and protect the same against unauthorized use or disclosure.
Account. In order to obtain access to the Platform, Customer’s personnel must login through one of the options provided and create an account, which other personnel of the Customer can access. Company reserves the right to refuse to allow you to open an account for any reason in its sole discretion and/or to change the method of logging in. You and your personnel should keep the information of your account private and you should not reveal the password to it to any third party. Your account is at risk if you let someone use it inappropriately. You agree to immediately notify Company of any unauthorized use of your account or password. You are fully and solely responsible for the security of your computer system and all activity on its account, even if such activities were not committed by you. .
Intellectual Property Rights. Company and/or its affiliate owns all right, title and interest in the Platform and/or Documentation and all software related to the provision of the Platform and/or Documentation and all enhancements, derivatives, bug fixes or improvements to the foregoing and all intellectual property rights in the foregoing. You have no right to use the Platform and/or Documentation except as expressly set forth herein. Should you provide Company with any comments or suggestions for the modification, correction, improvement or enhancement of the Platform and/or Documentation then you also grant Company and its affiliate the right to use such feedback without restriction and without obligation to you.
Payment. Customer will be required to make payment to Company of the amounts set forth in the written documentation and/or Order provided by Company. Customer must make payment of the applicable fees within 30 days of issuance of the applicable Order, unless otherwise agreed specifically in the Order form. Customer must also make payment in accordance with the terms of the invoice and in accordance with the payment terms set forth in the Order. Payment of such amounts must be without deduction or withholding including in respect of taxes or other government charges. Late payments shall be subject to a late fee of 18% per annum or, if lower, the highest amount permitted by applicable law. In the event of any conflict between these Terms and the express terms of any Order, the express terms of such Order shall govern.
Content Restrictions. Customer must make reasonable commercial efforts (including imposing appropriate contractual restrictions on any of Customer’s personnel including the Authorized Users that provide content or material via the Platform) to ensure that the content that is accessible via the Platform does not contain (a) material that infringes the intellectual property rights, moral rights, or privacy rights of any third party, (b) material that could reasonably be determined to be racially or ethnically insensitive, defamatory, libelous, harassing or threatening; (c) pornographic or obscene material, or material which may be harmful to a minor; (d) any virus, worm, Trojan horse, or other malicious, harmful or disruptive component; or (e) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate.
Privacy and Data. In order to provide the Platform and associated analytics, Company collects certain data regarding Customer’s systems, websites, users, personnel (including service providers), names, email addresses and content of the emails, IP addresses and public data available on the Customer E-commerce Website (together, the “Customer Data”). Please note that it is the Customer’s responsibility to provide Company with the appropriate credentials and permission to access its systems and/or websites, all in accordance with the terms of the Company Documentation. If the Customer provides Company with credentials or permission rights which are broader than necessary, Company will have no liability in connection with the same. All Customer Data is Customer’s Confidential Information (as defined below) and, except as set forth in these Terms, Company shall not disclose such Customer Data to third parties or use such Customer Data except to provide services to Customer. Certain certified Company analysts may have access to Customer Data in order to understand Customer’s needs, make recommendations and provide support. Customer represents and warrants that Customer have the right to provide Company with access to all Customer Data, including without limitation the use of your systems, websites and email accounts by your employees and service providers, and including all account and login information that Customer may provide to Company. Customer undertakes that it will provide Customer’s employees, service providers and/or website visitors with all notices required under law regarding the use of the Platform and Company’s processing and use of their data. Company analyzes all Customer Data in order to provide Customer with the Platform, including for the purposes of generating analysis and reports for Customer. In addition, Company may use Customer Data for the purpose of generating aggregate anonymous data, such as for the purpose of providing benchmarks. Company may also use aggregate, anonymous data for the purpose of improving the Platform, including the algorithms and models used by the Platform. For more information on how Customer processes Customer Data, please see the Privacy Policy, the terms of which are integrated hereunder.
Confidential Information. Each of Company and the Customer agree to maintain the confidentiality of any and all confidential information exchanged between them in connection with the use of the Platform and/or Documentation under these Terms. Confidential Information shall include, but not be limited to, any and all information related to a party's business and its operations, including without limitation, the Customer Data, trade secrets, product plans, products, services, customer lists, development projects, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by one party to the other, either directly or indirectly, in writing, orally, or by drawings or inspection of parts or equipment. For the avoidance of doubt, information about the Platform and/or Documentation shall be deemed Company’s Confidential Information. Each of the parties shall use reasonable diligence, and in no case less effort than that used to protect their own confidential information of like kind, to prevent the unauthorized disclosure to third parties or the unauthorized use of Confidential Information of the other party, except to the extent otherwise expressly permitted under these Terms or required by applicable law. The obligations of confidentiality shall not apply to information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; or (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. The terms of confidentiality under this clause shall survive the termination of these Terms for a period of five (5) years.
Indemnification. You shall indemnify and hold harmless and, at Company’s option, defend Company, its affiliate, and their respective officers, directors, employees, agents, members and partners, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees and court costs) arising from or related to: (i) your breach of any provision of these Terms, (ii) your breach of any laws including, without limitation privacy and data security laws and regulations; or (iii) any claim in respect of the content of any material provided by you or your personnel (including without limitation the Authorized Users) through the Platform, as well as in connection with any scraping performed on your behalf. Company may participate in the defense of any such claim.
Representations and Warranties. Customer warrants and represents that: (a) Customer is duly organized, validly existing and in good standing under the laws of the State of Customer’s organization or incorporation, and these Terms have been duly authorized by all necessary corporate or other entity action; (b) Customer has the right, power and authority to enter into and fully perform these Terms and grant all of the rights granted by Customer hereunder; and, (c) the execution of these Terms by Customer and Customer’s performance of the obligations hereunder does not and will not violate any agreement by which Customer is bound or the rights of any third party.
Disclaimer of Warranties. EXCEPT AS EXPLICITLY SET FORTH IN THESE TERMS, COMPANY PROVIDES THE PLATFORM, SERVICES, AND DOCUMENTATION TO CUSTOMER ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR REPRESENTATION OF ANY KIND. To the maximum extent permitted by applicable law, Company does not provide any representations or warranties with respect to the services, Platform and/or Documentation and disclaims any implied or statutory warranties with respect to the foregoing, including without limitation any implied or statutory warranties of merchantability, fitness for a particular purpose, accuracy or non-infringement. Company makes no warranty regarding the availability of the service, Platform and/or Documentation, and does not warrant that your use of the service, Platform and/or Documentation will be continuous or non-interrupted or error free. Company does not guarantee the Platform and/or Documentation and/or services will be operable at all times or during any down time (1) caused by outages to any public internet backbones, networks or servers, (2) caused by any failures of your equipment, systems or local access services, (3) for previously scheduled maintenance or (4) relating to events beyond Company’s control such as strikes, riots, insurrection, fires, floods, pandemics, epidemics, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in internet services to an area where Company’s or your servers are located. Customer acknowledges that the quality and accuracy of the services are dependent on the accuracy and completeness of the information provided. CUSTOMER ACKNOWLEDGES THAT COMPANY SHALL NOT BEAR ANY LIABILITY OR RESPONSIBILITY FOR FAULTS, ERRORS OR ERRONEOUS RECOMMENDATIONS PROVIDED ON THE BASIS OF UNTIMELY, INCOMPLETE, INACCURATE, FALSE OR MISLEADING INFORMATION PROVIDED BY CUSTOMER OR THE AUTHORIZED USERS. ADDITIONALLY, COMPANY SHALL NOT BEAR ANY LIABILITY OR RESPONSIBILITY WITH RESPECT TO THE SCRAPING OF THE CUSTOMER’S WEBSITE, IF THE CUSTOMER CHOOSES TO USE THIS FEATURE.
Limitation of Liability. To the maximum extent permitted by applicable law, Company and its affiliates shall have no liability for consequential, special or incidental damages or losses caused by your use of the Platform and/or Documentation or the services, including with respect to lost profits, lost opportunities or lost data. The aggregate liability of Company and/or its affiliate for any claim related to or arising from your use of the Platform and/or Documentation or services shall be limited to the aggregate amount received from you with respect to your use of the Platform and/or Documentation or services within the twelve (12) months preceding the claim.
Taxes. All amounts specified in the Company price list, Order or any other work order are exclusive of value added tax, sales tax, or any other taxes or duties which, if applicable, willbe charged to the customer in addition to the stated prices.
Term and Termination. If the term for the provision of services is stated on the Order, such term will apply. If the Order is silent on this point, the term of these Terms shall commence on the date you accept these Terms and shall expire after 12 months for yearly subscriptions or after one month for monthly subscriptions. For yearly subscriptions, the term shall be renewed for additional periods of 12 months each (together with the initial term, the “Yearly Terms”), unless one of the parties serves the other party one month’s advance notice to the end of the then-current Yearly Term indicating that it is not interested in renewing the Terms. For monthly subscriptions, the term shall be renewed for additional periods of one month each (together with the initial term, the “Monthly Terms”), unless one of the parties serves the other party at least 14 days’ advance notice before the next renewal date indicating that it is not interested in renewing the Terms. In the event that a party to these Terms breaches any of its provisions, becomes insolvent, or is not generally paying its debts as such debts become due, the other party may terminate these Terms and/or any Order effective immediately upon written notice to such party. Immediately after termination, you will stop using the Platform and/or Documentation.
Publicity. Company may issue publicity or general marketing communications concerning its involvement with the Customer and may use the Customer's logo in connections with such publicity or marketing communication.
General. These Terms are the entire agreement between you and Company relating to the subject matter herein and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and Company. No waiver of these Terms shall be effective unless agreed between the parties in writing. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be interpreted as necessary to give maximum effect to its provisions as possible under applicable law, and any such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of these Terms. You may not assign any of your rights or obligations under these Terms without the prior written consent of Company. These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, or agency, relationship between the parties hereto. Any claim relating to these Terms will be governed by and interpreted in accordance with the laws of the State of Israel, without reference to its conflict-of-laws principles. Any dispute arising out of or related to the Terms will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts in Tel-Aviv-Jaffa, Israel.
Survival. Sections 2 – 17 shall survive the termination of these Terms for any reason.