Azure Terms

General Terms

As of the Effective Date, You shall be authorized to use the Products in accordance with the terms of the Agreement. This right to use shall be automatically renewed each month, subject to Your full compliance with the Agreement.
The Services Order Form and the Instructions for Bank Account Debit (Annex A) are part of the Agreement and shall be filled, signed and delivered to Us by You, prior to the commencement of the usage of the Products.
If You need technical support regarding the Products, please contact Us immediately.
You shall obtain and maintain any consents necessary to perform Your obligations under the Agreement.
You should not disclose information that is confidential, sensitive or that would be considered personal information of an individual (unless You have received the necessary consents). You consent to disclose Your contact information and other relevant information to Azure and to receive from Azure marketing information related to Azure’s services, events and any special offers by email, post, or telephone. You may unsubscribe from receiving further marketing communications from Azure at any time by following the instructions in the communications received. You understand Azure will handle Your information in accordance with the Azure Processing and Security Terms.
You shall obtain all necessary consents under any applicable law, including but not limited to the European General Data Protection Regulation (GDPR), the France`s General Security Policy for Health Information Systems (PGSSI-S), the USA privacy laws and Israeli privacy laws, to allow Azure to collect, process, and use any personal data transferred by You to Azure in connection to the Agreement, the business relationship between You, Us and Azure, or marketing and providing services to You, provided that for the GDPR purposes, You state and confirm that Azure can act as a “Processor” of Your data, and We may act as the “Controller” of any such data.
You acknowledge and consent that if Your account/projects are inactive for more than sixty (60) days, We and/or Azure may remove Your account/project upon thirty (30) days advance notice.
You hereby grant Us Your consent to utilize and process Your information for any need and activity in connection with the Agreement, including use of Your address provided in Annex A for delivering mail and any other notifications in connection to the Agreement. You hereby authorize Us to deliver to Azure Your contact details, and consent that Azure may contact You directly.
You shall not disclose, directly or through a third party, the results of any comparative or compatibility testing, benchmarking or evaluation.
We will not be responsible, nor any of Our affiliates, for any damage that may be resulted from the implementation of the Agreement, data center malfunctions or due to violation by You or any third party of any applicable law, including the European General Data Protection Regulation (GDPR), the France`s General Security Policy for Health Information Systems (PGSSI-S), if relevant, and the USA privacy laws, including the Digital Millennium Copyright Act.
You hereby acknowledge that Sela is not making any representations, warranties, or guarantees to You with respect to the Products and that Sela is not an agent or representative of Azure.
You shall not, directly or indirectly, solicit, hire, engage, accept business from, endeavor to entice away from the Company or otherwise interfere with the relationship of the Company with, any person who is, or was within the one (1) year period preceding the termination of the Agreement, an employee, officer, director, consultant or contractor of the Company.
All benefits granted by Us to You are to be used within the limited timeframe declared by Us. Benefits cannot be carried forward. We may update the benefits at any time, by providing You with 7 (seven) days prior notice.
You shall maintain books, records and accounts related to Your activities and payments and which are sufficient to verify Your compliance with the Azure Agreements for 2 years after termination of the Agreement.
You are forbidden from reselling the Products.
You will not engage in, and will not solicit, accept, or maintain who engages in, illegal or deceptive trade practices or any other behavior prohibited by the Azure Agreements.
You and any third party under Your control, shall not use the Products to create, train, or improve (directly or indirectly) a substantially similar product or service, including any other machine translation engine.
You will defend, indemnify, and hold harmless Azure, Us, Our and their affiliates and licensors, and each of Our and their respective employees, officers, directors, and representatives from and against any losses arising out of or relating to any third-party claim concerning: (a) Your use of the Products (including any activities under Your Azure account and use by Your employees and/or personnel); or (b) breach of the Agreement or violation of any applicable law by You. You will reimburse Azure and/or Us for reasonable attorneys’ fees, as well as Our and/or Azure’s employees’ and contractors’ time and materials spent responding to any third-party subpoena or other compulsory legal order or process associated with third party claims described in this section above at Our and/or Azure then-current hourly rates.
THE PRODUCTS ARE PROVIDED TO YOU BY US AND/OR AZURE “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE ,AZURE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF SERVICE ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE PRODUCTS OR ANY THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE PRODUCTS OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
WE AND AZURE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE, AZURE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE PRODUCTS, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THE AGREEMENT OR YOUR USE OF OR ACCESS TO THE PRODUCTS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE PRODUCTS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE PRODUCTS FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THE AGREEMENT OR YOUR USE OF OR ACCESS TO THE PRODUCTS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, AZURE’, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THE AGREEMENT WILL NOT EXCEED THE HIGER OF: (1) THE AMOUNT YOU ACTUALLY PAY US UNDER THE AGREEMENT DURING THE THIRTY (30) DAYS PERIOD BEFORE THE LIABILITY AROSE; OR (2) THE AMOUNT ACTUALLY RECEIVED BY US FROM OUR INSURANCE COMPANY IN CONNECTION WITH SUCH EVENT. REGARDLESS OF THE ABOVE, YOU ARE ONLY ELIGIBLE TO RECEIVE THOSE REMEDIES SET OUT UNDER THE AZURE PST PLATFORM AND YOU MUST REQUEST SUCH REMEDIES DIRECTLY FROM US. THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Upon termination of the Agreement, Azure and/or We may immediately suspend work.
Assignment. You may not assign or transfer your rights and obligations under the Agreement without Our prior written consent. Any attempted or actual assignment by You, without Our prior written consent, shall be null and void.
Governing Law. The Agreement shall be governed by the laws of the State of Israel and the exclusive courts in Tel Aviv-Jaffa shall have sole jurisdiction over the Agreement, provided that any dispute related to the Azure Agreements shall be resolved under the terms of the Azure Agreements.
Changes in ownership. In the event of M&A, We may, upon notice to You and without obtaining Your consent, assign and delegate this Agreement, including all of Our rights, performances, duties, liabilities and obligations contained herein, to a third party in which case the assignee assumes Our stead and We are irrevocably released from all performances, duties, liabilities and obligations contained herein.
Severability. If any provision of the Agreement is held to be illegal, invalid, or unenforceable by a competent court, then the provision shall be performed and enforced to the maximum extent permitted by law to reflect as closely as possible, the original intention of that provision, and the remaining provisions of the Agreement shall continue to remain in full force and effect.
Entire agreement. The Agreement constitutes the entire agreement between You and Us concerning the subject matter herein, and supersedes all prior and contemporaneous negotiations and oral representations, agreements and statements between You and Us.
Waivers. No waiver, concession, extension, representation, alteration, addition or derogation from the Agreement by Us will be effective unless consented to explicitly and executed in writing by Our authorized representative. Failure on Our part to demand performance of any provision in the Agreement shall not constitute a waiver of any of Our rights under the Agreement.
Relationship. The Agreement does not create any agency, partnership, joint venture, employment or fiduciary relationship between Azure, You and Us. You, Azure and US are independent contractors.