(a) These Terms of Use (Agreement) are between Eran Rosenblum, an individual trading as "Partner Now" of 5 Shazar Street, Hod HaSharon, Israel (Provider, we, us or our) and the individual or entity (You or Your) that has clicked the "I agree" button (or a similar button or checkbox) with reference to this Agreement (I Agree) that is presented to You prior to accessing the Tool.
(b) This Agreement sets out the terms and conditions under which the Provider will give You access to and use of the Tool. You agree to the terms of this Agreement when You click I Agree.
(c) If You are an individual entering into this Agreement on behalf of Your employer or another legal entity, You represent and warrant that: (i) You have full legal authority to bind that employer or legal entity to this Agreement; (ii) You have read and understood this Agreement; and (iii) You agree to this Agreement on behalf of that employer or legal entity. Where this applies, any reference to "You" in this Agreement refers to that employer or legal entity. If You do not have the legal authority to bind the relevant entity, You must not:
(i) click I Agree; and
(ii) access or use the Tool.
(d) You represent and warrant that You are over the age of 18. If You are not over this age, You must not enter into this Agreement nor access nor use the Tool.
(e) Capitalised terms used in this Agreement are defined in the body of this document or otherwise have the meanings given in clause 18.
In order to use the Tool, You must first submit the information required by the Tool.
This Agreement commences once You click I Agree and remains in effect for the duration of Your use of the Tool (Term) unless terminated earlier in accordance with this Agreement.
4.1 Licence
Subject to Your compliance with all of Your obligations under this Agreement, the Provider grants You a worldwide, non-exclusive, royalty-free, non-transferable, revocable, non-sublicensable right to access and use the Tool during the Term solely for Your internal business operations.
4.2 Modification to the Tool
At any time during the Term the Provider may, at its absolute discretion, update, upgrade, change or modify the functions or features of the Tool (Update). The terms of this Agreement continue to apply to any Update made to the Tool.
4.3 Nature of Output
You acknowledge and agree that the Output:
(a) is merely an indicative analysis based on the information provided by You and certain benchmark assumptions and methodologies set by the Provider; and
(b) is for informational purposes only and does not constitute financial, accounting, tax, legal, investment or professional advice. You are solely responsible for any decision or action You take based on the Output.
5.1 General responsibilities
(a) You must:
(i) co-operate with the Provider in relation to Your access to and use of the Tool; and
(ii) provide the Provider in a timely manner with all information reasonably requested by the Provider to enable it to provide You with access to and use of the Tool. You must take all reasonable steps to ensure that any information provided is accurate and complete.
(b) The Provider is not responsible for any delay or deficiency in providing the Tool if such delay or deficiency results from Your failure to comply with clause 5.1(a).
5.2 Restrictions
You must not, and must not permit any third party to do any of the following:
(a) copy, modify or create derivative works of the Tool, in whole or in part;
(b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer or otherwise make available the Tool;
(c) access or use the Tool to build or support, directly or indirectly, products or services that are competitive with the Tool;
(d) reverse engineer, disassemble, decompile, decode or adapt any software component of the Tool, in whole or in part;
(e) remove any proprietary notices from the Tool or Documentation;
(f) use the Tool or Documentation in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any person, or that violates any applicable Law; or
(g) use the Tool to transmit any malicious code, or to gain unauthorised access to any system, data or network, or in a way that imposes an unreasonable or disproportionately large load on the Tool's infrastructure.
6.1 Mutual warranties
Each Party represents and warrants to the other that:
(a) it has full authority to enter into this Agreement; and
(b) it has, and will maintain throughout the Term, all necessary powers, authority and consents to fully perform its obligations and duties under this Agreement.
6.2 Exclusion of warranty
Subject to clause 6.3, to the maximum extent permitted by law, the Provider does not make any warranties for the Tool, Output and Documentation. For the avoidance of doubt, the Provider:
(a) disclaims all implied warranties, including any implied warranty of merchantability, satisfactory quality or fitness for a particular purpose;
(b) provides the Tool, Output and Documentation on an "as is" and "as available" basis; and
(c) does not warrant that:
(i) the Tool will perform error-free or uninterrupted;
(ii) the Tool will be compatible with any hardware or software;
(iii) the Provider will correct any errors; or
(iv) the Tool, Output or Documentation will meet Your requirements or expectations.
6.3 Non-excludable rights
Nothing in this Agreement excludes, restricts or modifies any guarantee, warranty, right or remedy that You may have under any applicable Law (including consumer protection laws) that cannot lawfully be excluded, restricted or modified. Where any such right or remedy applies and cannot be excluded, but the Provider is able to limit its liability for a breach, the Provider's liability is limited, at the Provider's option, to re-supplying the relevant services or paying the cost of having them re-supplied.
(a) Subject to clause 7(b), the Provider must keep Confidential Information secret, and must not disclose Confidential Information to any person, except to:
(i) the Provider's employees, contractors and agents who require access to it for the purposes of this Agreement; and
(ii) the Provider's professional advisers,
provided that they are informed of, and comply with, the same obligations of confidentiality regarding that Confidential Information as specified under this clause 7(a).
(b) Notwithstanding clause 7(a), the Provider may disclose Confidential Information:
(i) if disclosure is required by Law, provided that the Provider first notifies You of the disclosure (to the extent legally permitted) so that You may take action to object to that disclosure; or
(ii) to the extent that such disclosure is authorised by this Agreement or is necessary for the Provider to exercise and perform its rights and obligations under this Agreement.
(a) The Provider will handle Personal Information in accordance with its Privacy Policy, available at https://www.partner-now.com/privacy, and with applicable Privacy Laws.
(b) You must comply with Your obligations under any applicable Privacy Laws in connection with this Agreement.
(c) You must:
(i) make all necessary notifications required by applicable Privacy Laws to; and
(ii) obtain all necessary consents required by applicable Privacy Laws from,
the individuals whose Personal Information You disclose to the Provider in the course of this Agreement, to enable the Provider to lawfully use the Personal Information in order to exercise and perform its rights and obligations under this Agreement.
(d) You acknowledge that the Provider is reliant on You for direction as to the extent to which the Provider is entitled to use Personal Information disclosed to it in the course of, and for the purpose of, this Agreement.
9.1 Your grant of rights
(a) You grant to the Provider:
(i) a non-exclusive, royalty-free, worldwide right to use, reproduce, distribute, modify, develop, process, publish, disclose and transmit Customer Data as is necessary for the Provider to provide You with access to and use of the Tool in accordance with this Agreement; and
(ii) a non-exclusive, royalty-free, worldwide, perpetual, irrevocable right to use, reproduce, distribute, modify, develop, process, publish, disclose, transmit and display Customer Data incorporated within the Aggregated Data.
(b) You acknowledge that the Tool relies on systems, networks and facilities supplied by third parties. The Provider may supply Customer Data to its third-party service providers to enable the Provider to provide the Tool and to exercise its rights under this Agreement.
9.2 Customer Data warranties
You represent and warrant that:
(a) the Customer Data does not, and will not, infringe upon the Intellectual Property Rights of any third party;
(b) You have secured all the necessary rights and consents in the Customer Data as may be necessary for You to grant the rights pursuant to this Agreement; and
(c) the Customer Data complies with all applicable Laws.
(a) The Provider and its licensors retain all ownership of, and all Intellectual Property Rights in, the Tool, Output and Documentation.
(b) As between You and the Provider, You and Your licensors retain all ownership of, and all Intellectual Property Rights in, the Customer Data.
(c) Subject to Your compliance with all of Your obligations under this Agreement, the Provider grants You a royalty-free, perpetual, non-exclusive, non-transferable and non-sublicensable right to use the Documentation solely for Your internal business operations.
(a) Notwithstanding anything to the contrary in this Agreement, the Provider may do any of the following:
(i) collect and compile data, information and statistics in aggregated and anonymised form based on Customer Data (Aggregated Data);
(ii) make Aggregated Data available to any third party or make it publicly available in any manner, provided that such Aggregated Data does not identify You; and
(iii) use Aggregated Data in any manner and for any purpose, provided that such Aggregated Data does not identify You.
(b) The Provider retains all right, title, interest and Intellectual Property Rights in the Aggregated Data.
(a) You acknowledge and agree that the Provider is free to use, without any attribution or compensation to any entity, any Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback.
(b) You hereby assign to the Provider all of Your right, title and interest in and to any ideas, know-how, concepts, techniques or other Intellectual Property Rights contained in any Feedback.
Except to the extent caused or contributed to by the Provider's negligent act or omission, the Provider's wilful misconduct or the Provider's breach of this Agreement, You indemnify and hold harmless the Provider from and against all Loss incurred or sustained by the Provider, or for which the Provider may become liable (whether direct, indirect or consequential and including any economic loss or other loss of profits, business or goodwill), that is caused by, in connection with, or as a result of:
(a) Your breach of clause 9.2(a), 9.2(b) or 9.2(c) (Customer Data warranties); or
(b) Your infringement of the Intellectual Property Rights of the Provider or its licensors.
(a) Except for Your indemnification obligations pursuant to clause 13, to the maximum extent permitted by law, in no event shall a Party or its Related Bodies Corporate be liable to the other Party for any special, indirect or consequential loss arising under, or in connection with, this Agreement, including any:
(i) loss of profits;
(ii) loss of sales or business;
(iii) loss of production;
(iv) loss of agreements or contracts;
(v) loss of business opportunity;
(vi) loss of anticipated savings;
(vii) loss of or damage to goodwill;
(viii) loss of reputation;
(ix) loss of data; or
(x) loss of use or corruption of software, data or information.
(b) Subject to clause 6.3 and clause 14(a), and except for:
(i) Your indemnification obligations pursuant to clause 13;
(ii) Your breach of clause 5.2; and
(iii) fraud or wilful misconduct committed by a Party,
to the maximum extent permitted by law, the aggregate liability of a Party (and its Related Bodies Corporate) to the other Party in respect of any Loss arising under, or in connection with, this Agreement, whether in contract, tort or otherwise, shall not exceed the greater of (A) the total amounts paid by You to the Provider for access to the Tool in the twelve (12) months preceding the event giving rise to the liability; and (B) one hundred United States dollars (US$100).
15.1 Termination for convenience
Either Party may immediately terminate this Agreement without cause by providing written notice to the other Party.
15.2 Consequences of termination
(a) Subject to clause 15.2(b), on expiry of the Term or earlier termination of this Agreement pursuant to clause 15.1:
(i) the Provider immediately ceases to have any further obligations to provide You with access to and use of the Tool; and
(ii) You must immediately cease all access to and use of the Tool.
(b) Any expiry or termination of this Agreement does not affect:
(i) any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of expiry or termination; and
(ii) the provisions specified in clause 17.1 which survive termination.
(a) A Party claiming that a dispute has arisen in connection with this Agreement (Dispute) must notify the other Party in writing giving details of the Dispute (Dispute Notice).
(b) The Parties must, prior to commencing legal proceedings, attempt to resolve the Dispute by convening a meeting (Meeting) within 21 days of the date of receipt of the Dispute Notice between senior representatives appointed by each Party to discuss the possible means and terms of a resolution. If a Party fails to attend the Meeting, the other Party may commence legal proceedings.
(c) Nothing in this clause 16 limits a Party's right to seek interim or injunctive relief in a court of law.
17.1 Survival
The following clauses of this Agreement survive termination or expiry of this Agreement: clause 7 (confidential information), clause 8 (privacy), clause 9.1(a)(ii) (your grant of rights), clause 10 (intellectual property), clause 11 (aggregated data), clause 12 (feedback), clause 13 (indemnification), clause 14 (liability), clause 15.2 (consequences of termination), clause 16 (dispute resolution), clause 17 (other terms) and clause 18 (definitions).
17.2 Interpretation
(a) Nothing in this Agreement is to be interpreted against a Party solely on the ground that the Party prepared this Agreement or a relevant part of it.
(b) The following rules apply to interpreting this Agreement:
(i) Headings are for convenience only and do not affect interpretation.
(ii) Mentioning anything after "includes", "including", or similar expressions, does not limit what else might be included.
(iii) The singular includes the plural, and the converse also applies.
(iv) If a word or phrase is defined, its other grammatical forms have a corresponding meaning.
(v) A reference to legislation or to a provision of legislation includes any modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.
(vi) A reference to dollars and $ is to United States currency unless otherwise stated.
17.3 Subcontractors
The Provider may at its discretion appoint or engage any subcontractor in connection with the performance of its obligations under this Agreement (including the provision of the Tool).
17.4 Assignment
(a) Neither Party may novate, assign or transfer any of its rights and/or obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, the Provider may assign or novate any of its rights and/or obligations under this Agreement to:
(i) a Related Body Corporate;
(ii) an entity that acquires all or substantially all of the Provider's business or assets; or
(iii) an entity that acquires 50% or more of the Provider's voting share capital.
(b) You must execute and deliver any further documents and do all acts and things as may be reasonably required by the Provider to give effect to an assignment or novation pursuant to this clause 17.4.
17.5 Relationship
The relationship between the Parties under this Agreement is that of independent contractors. This Agreement does not create any joint venture, partnership, agency or employment relationship between the Parties.
17.6 Notices
(a) Unless specified otherwise, a notice, consent, waiver or other communication (notice) in connection with this Agreement must be in writing and given by email to the receiving Party as follows:
• Provider: eran@partner-now.com
• You: the email address that You provided to the Provider prior to accessing the Tool.
(b) A notice is regarded as given and received on the next business day after the time it is sent (as recorded on the device from which the sender sent the notice) unless the sender receives an automated system message that the email has not been delivered.
17.7 No waiver
A failure to exercise or a delay in exercising any right, power or remedy under this Agreement does not operate as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the Party granting that waiver unless it is made in writing.
17.8 No reliance
No Party has relied on any statement, representation, assurance or warranty made or given by any other Party, except as expressly set out in this Agreement.
17.9 Entire agreement
This Agreement embodies the entire agreement between the Parties with respect to its subject matter and supersedes any prior negotiation, arrangement, understanding or agreement with respect to such subject matter.
17.10 Governing law
This Agreement is governed by the substantive and procedural laws of the State of Israel. The Parties agree to submit to the exclusive jurisdiction of the competent courts located in Tel Aviv–Jaffa, Israel, in any dispute relating to this Agreement.
17.11 Amendment
The Provider may amend this Agreement from time to time by posting the amended terms on the Website and/or presenting them to You for acceptance. Your continued access to or use of the Tool after amended terms take effect constitutes Your acceptance of them. If You do not agree to the amended terms, You must stop using the Tool.
17.12 Severability
If anything in this Agreement is unenforceable, illegal or void, then it is severed and the rest of this Agreement remains in force.
The following definitions apply:
Aggregated Data has the meaning given in clause 11(a)(i).
Confidential Information means any information disclosed by You to the Provider in the course of this Agreement which is confidential or proprietary in nature, including: (a) Customer Data; and (b) information relating to Your operations, processes, plans, know-how, designs, trade secrets, market opportunities and customer lists. Confidential Information does not include information that: (a) is in the public domain (unless it entered the public domain through breach of confidentiality by the Provider); (b) is already known by the Provider at the time of disclosure and has not been obtained by the Provider either directly or indirectly from You; or (c) is obtained lawfully from a third party without any restriction on the disclosure.
Customer Data means all data (including Personal Information), text, information, images, audio, video, photographs, financial information, and other content and material in any format that is uploaded, submitted, input or otherwise transmitted by You to the Tool. Customer Data does not include Aggregated Data.
Documentation means any of the Provider's guides, reports, analyses, benchmarks, Output and other documents relating to the Tool that are provided by the Provider to You either electronically or in hard copy form.
Feedback means any communications or materials provided by You to the Provider by mail, email, telephone or otherwise, suggesting or recommending changes to the Tool, including without limitation new features or functionality, or any comments, questions, suggestions or the like.
Intellectual Property Rights means all present and future intellectual property or other proprietary rights, including copyright, registered and unregistered trademarks, designs, patents and any rights in respect of inventions, circuit layouts, computer programs, business or domain names, know-how and trade secrets, arising anywhere in the world and whether registered or unregistered, and includes any moral rights.
Law means any statute, regulation, rule or other binding legal requirement of any applicable jurisdiction.
Loss means any loss, damage, liability, penalty, charge, claim, expense or cost (including legal fees) of any nature or kind.
Output means the Tool's assessment and analysis of an organisation's partnership go-to-market (GTM) readiness, maturity and/or partnership sales-channel opportunity relative to benchmarks and the methodologies set by the Provider.
Party means a party to this Agreement and Parties means both of them.
Personal Information means information about an identified or identifiable individual, having the meaning given under applicable Privacy Laws (including "personal data" and "personal information" as those terms are used in such laws).
Privacy Laws means all laws and regulations relating to privacy, data protection or the handling of Personal Information that apply to a Party, including the Israeli Protection of Privacy Law, 5741-1981 and its regulations, and, to the extent applicable, the California Consumer Privacy Act as amended by the California Privacy Rights Act (CCPA/CPRA) and other applicable United States federal and state privacy laws, in each case as amended from time to time.
Related Body Corporate means, in respect of a Party, any entity that controls, is controlled by, or is under common control with that Party. Related Bodies Corporate is to be interpreted accordingly.
Tool means the Provider's web-based software available at the Website (as amended, updated, altered, modified or enhanced from time to time) that provides organisations with the Output, including any related assessments, dashboards and tools made available by the Provider.
Website means https://www.partner-now.com.
AI-native partnership strategy for B2B SaaS and cybersecurity. Author of The Partnership Architect.