Terms & Conditions
- General. The Customer shall purchase from Kaymera the Services as set forth in the Purchase Order and at the fees/prices set forth therein. For the avoidance of doubt, the software used in connection with the Services (the "Software") is the sole property of Kaymera and is not being sold to the Customer, but licensed.
- License. The Customer is hereby granted a limited, non-exclusive, non-transferable, and terminable license to use the Software during the Term (as defined in the Purchase Order), for the sole purpose of receiving the Services under the Purchase Order and for its own internal purposes (the "License").
- End User License Agreement. Any use of the Services by the end users is subject to the terms and conditions set forth in Kaymera's standard End User License Terms and Conditions, as may be amended from time to time by Kaymera and as set forth on Kaymera's website.
- Technical Support. During the Term, Kaymera shall provide technical support with respect to software-based malfunctions only, according to Kaymera’s then-current standard Service Level Agreement. Kaymera will provide the technical support only to the Customer and will not be in direct contact with, or liable to, any other third party (including the end-users of the Services).
- Device. The Customer may either elect to (a) purchase from Kaymera the Devices at the price per device as set forth in the Purchase Order or (b) purchase, at its own expense, the devices of the make to be designated by Kaymera on which Kaymera shall install its software which enables Kaymera to provide the Customer with the Services. In both cases, the Customer is responsible to provide 3G/LTE-supported SIM cards which should be of the best quality postpaid accounts with an unlimited data plan, with 3G. LTE SIM is preferable. The devices provided by Kaymera are provided without any warranty.
- Property Rights. All title, ownership rights, and intellectual property rights (including all copyrights, patents, trade secret rights and trademarks) in and to the Software and the Services shall remain at all times Kaymera's sole and exclusive property.
- Coverage Failure. The Services may be limited in some areas where coverage is not available or may be temporarily limited or interrupted due to system capacity limitations, system repairs or modifications, or in response to suspected fraud, abuse, misuse of the network, hacking or malicious viruses. Kaymera shall not be responsible for any data transformed while using the Services. All content transmitted or available through the Services is the sole responsibility of the end-users.
- Warranty. Subject to Section 7 above, Kaymera warrants to the Customer that the Services and the Software supplied in accordance with the Purchase Order will at all times during the Term materially conform to the applicable specifications as set forth in Kaymera’s website at: www.kaymera.com Other than the warranties set forth herein, Kaymera makes no representations or warranties hereunder as to the Services or the Software, whether express or implied, including without limitation, any warranty of merchantability or fitness for a particular purpose.
- Limitation of Liability. Under no circumstances shall Kaymera have any liability hereunder for (i) hardware-based malfunctions; and (ii) any consequential, exemplary, incidental, indirect, or special damages or costs (including attorneys’ fees) or loss of goodwill, loss of profits, loss of data. Kaymera's liability under this Purchase Order and any other purchase order shall be limited to the Service fees actually received by it hereunder. Claims under these Terms and Conditions shall be brought against Kaymera during the Term of the Services and for a period of 60 days thereafter.
- Confidentiality. The Customer undertakes to keep confidential information of Kaymera in strict confidence and not to disclose it to any third party without the prior written consent of Kaymera. The confidentiality obligation set forth in this Section shall survive the termination of the Purchase Order.
- Compliance. The Customer undertakes to comply with all applicable laws, rules, and regulations applicable to the performance of the contemplated activities pursuant to this Purchase Order in any applicable country. The Customer hereby represents that it is fully aware of any applicable anti-corruption, non-bribery, export control laws and regulations of any country exercising jurisdiction over the contemplated activities hereunder and undertakes to comply with such laws.
- Publicity. Kaymera shall be entitled, for promotional, marketing, and sale purposes, to present the Customer as its client in any marketing materials, including without limitation, Kaymera's website, brochures, press releases, and others. The Customer hereby grants Kaymera the right to use its name and trademark in such publications.
- Unpermitted Use. If Kaymera determines, at its sole discretion, that the Customer is using the Service in violation of this Purchase Order or in any other manner that Kaymera deems to be impermissible or excessive, then Kaymera may terminate or suspend the Services. Examples of impermissible use of the Services include: (i) illegal activities, including any activity that exploits, threatens, or harms others or their property; (ii) sending unwanted or unsolicited contact requests, messages, or calls; or (iii) using the Services to share inappropriate, unauthorized or misleading material.
- Governing Law and Jurisdiction. The Purchase Order shall be construed and governed in accordance with the laws of the State of Israel, excluding conflict of law provisions. Any dispute arising under or in relation to the Purchase Order shall be resolved exclusively in the competent court for the Tel-Aviv district, Israel.
- Force Majeure. Kaymera shall not be liable for any failure to perform its obligations under this Purchase Order and any purchase order due to any action beyond its control (a "Force Majeure"). In the event of a Force Majeure, the performance of Kaymera’s obligations shall be suspended during the period of existence of such Force Majeure as well as the period reasonably required thereafter to resume the performance of the obligation.
- Entire Agreement. The Purchase Order constitutes the entire agreement of Kaymera and the Customer and supersedes all previous communications between them in connection with the subject matter hereof. In case of a contradiction between these Terms & Conditions and any previous communications, these Terms & Conditions shall prevail.
- No Third-Party Beneficiary. This Purchase Order shall not confer any rights or remedies upon any person other than the parties to this Purchase Order and their respective successors and permitted assigns.
- Assignment. The Customer may not assign this Purchase Orders or any of its rights or obligations hereunder without the prior written consent of Kaymera, and any assignment not consistent with this Section shall be void. Kaymera shall be entitled to assign this Purchase Orders and any of its rights or obligations hereunder, without the prior consent of the Customer.
Price and Payment Terms
- Fees and Expenses. All fees and other amounts due to Company shall be paid hereunder within thirty (30) days after the date of the Company’s invoice and without deductions. The company shall have the right to increase all Fees following the completion of the Initial Term upon notice to the client / 3rd party Reseller; however, for a period of sixty (60) days after such notice, Company shall honor all bona fide written offers made by Reseller to a Reseller or Customer prior to Reseller’s receipt of such notice.
- Late Payment; Non-Payment; Collections. Time is of the essence in all payment terms. Any amounts not paid to Company when due shall bear interest at the rate of 1.5% for each month of delay. Client / Reseller shall reimburse Company for all costs of collection, including reasonable attorneys' fees. This section is without prejudice to any other rights of the Company under this Agreement or at law.
- Taxes, Assessments, and Other Charges. All amounts due to Company hereunder are net amounts, exclusive of, and Client / Reseller is responsible for paying, all duties, sales, use or value-added taxes, customs duties, shipping & delivery fees, tariffs, ‘Wire’ payment transfer fees or other similar taxes, assessments, or excises, however, designated or levied, (except for taxes on Company’s net income), whether payable directly by or indirectly through Company in compliance with applicable law, no reduction, deduction or off-set may be made by Reseller for any reason whatsoever. This includes without limitation, VAT, which shall be added, as may be required by applicable law, and will be borne by the Customer.
- For avoidance of doubt - if any hardware is required to be shipped - all costs and logistics shall be the responsibility of the end user.
- For avoidance of doubt - any hardware shall be paid for in full with signature on purchase order.
- For avoidance of doubt - it is the Clients/end users responsibility to pay all taxes related to the license of the Services, and provide Company with all the required documentation evidencing such payment if requested.
- In case withholding tax applies to the license of the Services, Client / Reseller shall comply with such requirement and provide Company with all required
- documentation evidencing such payment.
Purchase Order Acceptance
All Purchase Orders are subject to Company’s acceptance and to the terms and conditions of this Agreement. For each Order in accordance with the terms and conditions of this Agreement, Company shall acknowledge acceptance of the Order, and (if applicable) grant a license as designated in such.
VOIP Fees. The customer shall pay a monthly fee per use of VOIP services, which shall be based on the monthly fee determined by the third-party VOIP provider (according to actual usage), plus 20% handling fees. *For further elaboration please see Kaymera's website, at: www.kaymera.com