Terms and conditions

Sigyn LTD. (“Sigyn” or “us”, “our”, “we”) provides a self-service which allows users to order content or translations (the “Service’). These Terms of Service (these “Terms”) govern your access and use of the Services, and any code provided by Sigyn that implements the Services (the “Sigyn Code”). “You” means any third party that uses the Services.

Please read these Terms carefully. These Terms govern your use of the Services and the Sigyn Code. You must accept these Terms prior to using the Services or the Sigyn Code. By downloading or installing the Sigyn Code or using the Services, you signify your assent to these Terms. Changes may be made to these Terms from time to time. We will make reasonable commercial efforts to notify you of any updates to these Terms. Notwithstanding the foregoing, your continued use of the Services will be deemed acceptance to amended or updated Terms. As such, you should check frequently to see if we have updated these Terms. The most current version of the Terms is available at https://topcontent.com/terms-and-conditions/. If you do not agree to any of these Terms, please do not use the Services or the Software.

License. Subject to the terms and conditions hereof, during the Term we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicenseable, license to use the Sigyn Code together with related documentation, solely in order to integrate the Sigyn Code into your own proprietary application (your “Application”) in order to receive the Services for your own internal uses.

Registration. In order to use the Services, you will be required to register with Sigyn. You must provide all information as requested by Sigyn in the registration process, and you represent and warrant that all such information shall be accurate and complete. You shall keep such information up-to-date. You shall immediately notify Sigyn if there is a security breach of your account.

Restrictions. Except as set forth expressly herein, you shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of, the Services; (b) modify the Services, or insert any code or product, or in any other way manipulate the Services in any way; (c) modify the Sigyn Code in any way without our prior written consent, (d) sublicense, sell, or distribute the Sigyn Code or bypass any security measure of Sigyn with respect to the Services. You may not distribute the Sigyn Code on a stand-alone basis, and your Application must provide material functionality in addition to the Sigyn Code and the Services. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, you shall inform us in writing in each instance prior to engaging in the activities set forth above.

Your Application. You represent and warrant that your Application (a) does not infringe the intellectual property rights of any third party, (b) does not contain any defamatory, libelous, obscene or otherwise offensive material, (c) complies with all applicable law and regulations, (d) does not collect or use the data of end users in any manner not clearly and accurately disclosed pursuant to a privacy policy that complies with applicable law and regulations, and (e) does not contain any worms, viruses, spyware, adware or other malicious or intrusive software. Furthermore, you represent and warrant that you provide to users a clear description of all material functionality of your Application.

Intellectual Property. You shall have all right, title and interest in your Application, and we shall have all right, title and interest in the Sigyn Code and the Services. Sigyn does not request your feedback regarding the Sigyn Code and the Services. Notwithstanding the foregoing, if you provide Sigyn with any feedback regarding the Sigyn Code and the Services, Sigyn may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback. Nothing herein shall be interpreted to provide you any rights in the Sigyn Code or the Services except the limited license to use the Sigyn Code and receive the Service as set forth herein.

Application Data.  The collection and use of Application Data is an integral element of the Services, and you expressly consent to such collection and use of Application Data in accordance with our privacy policy, as may be amended from time to time in our sole discretion. A current copy of our privacy policy is available at Privacy Policy (the “Privacy Policy”). You represent and warrant that you are permitted to collect such Application Data for provision and analysis to Sigyn as set forth herein pursuant to your Application’s privacy policy.

Your Confidentiality Obligations. Sigyn may disclose to you certain confidential information regarding its technology and business (“Confidential Information”). You agree to keep confidential and not disclose or use any Confidential Information except to support your use of the Services. Confidential Information shall not include information that you can show (a) was already lawfully known to or independently developed by you without access to or use of Confidential Information, (b) was received by you from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, provided that you provide us with prompt notice of such requirement and cooperate in order to minimize such requirement. you shall restrict disclosure of Confidential Information to those of your employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. You will not disclose any information regarding the results of any testing or evaluation of the Services to any third party without our prior written consent.

Analytics. Sigyn shall provide you with information, reports and analytics in respect of the Application Data (“Analytics”). Sigyn makes no warranty that the Analytics provided shall be useful to your business. You are solely responsible for any action you may take based on the Analytics, and in making any decision you should take into account the possibility that information provided by the Analytics may not correctly reflect current or future trends.

Support. You may contact us with regard to support for the Services by sending an email to support@topcontent.com.

Service Levels. Sigyn does not guarantee the Services will be operable at all times or during any down time (a) caused by outages to any public Internet backbones, networks or servers, (b) caused by any failures of your Application, equipment, systems or local access services, (c) for previously scheduled maintenance or (d) relating to events beyond Sigyn’s control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Sigyn or your servers are located.

Indemnification. You shall defend, indemnify and hold harmless Sigyn (and its affiliates, officers, directors and employees) from and against any and all damages, costs, losses, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) which Sigyn may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from or relating to any breach of these Terms by you. You may not settle or compromise such suit without our consent, not to be unreasonably withheld. Sigyn may be represented in any such suit by counsel of its own choosing at its own expense.

Disclaimer of Warranties.  YOU ACCEPT THE Sigyn CODE AND SERVICES “AS IS” AND ACKNOWLEDGE THAT Sigyn MAKES NO OTHER WARRANTY AND DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

Limitation of Liability. IN NO EVENT SHALL Sigyn, ITS DIRECTORS, OFFICERS, FOR ANY CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE SERVICES OR THE ARRANGEMENTS CONTEMPLATED HEREIN.  IN ANY CASE, Sigyn’s  ENTIRE LIABILITY FOR THE PROVISION OF THE SERVICES OR UNDER ANY PROVISION OF THESE TERMS SHALL NOT EXCEED THE AMOUNT OF PAYMENT RECEIVED BY Sigyn FROM YOU IN THE 12 MONTHS PRECEDING THE APPLICABLE CLAIM.

Term.  The term of this agreement (“Term”) shall commence on the date you accept these Terms (or insert the Sigyn Code into your Application) and shall continue unless terminated by either party with 30 days notice. Sigyn may terminate this Agreement with written notice if it has reason to believe that you are in breach of these Terms. Upon any termination or expiration of these Terms, Sigyn will cease providing the Services, and you will delete all copies of the Sigyn Code from your Application. In the event of any termination (a) you will not be entitled to any refunds of any fees, and (b) any outstanding balance for Services rendered through the date of termination will be immediately due and payable in full and (c) all of your historical report data will no longer be available to you unless a purchase or professional services agreement for the exchange and transfer of such data is entered into as a component of termination. Sections 3-18 of these Terms shall survive any termination thereof.

Publicity. You agree that Sigyn has the right to reveal the fact that you are using the Services, including by displaying your name and logo in Sigyn’s website and other marketing materials.

Miscellaneous. These Terms represent the entire agreement between the parties regarding the subject matter hereof and supersede any and all other agreements between the parties, whether written or oral, regarding the subject matter hereof. These Terms may not be modified or amended except in a writing executed by both parties.  These Terms may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A waiver of any default hereunder or of any of the terms and conditions of these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. Sigyn may provide you with notices required hereunder by contacting you at any email address you have provided, including in your registration information. Sigyn may assign its rights or obligations pursuant to these Terms. You agree not to assign any rights under these Terms; any attempted assignment shall be null and void.  If any part of these Terms shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms which shall remain in full force and effect. These Terms shall be governed by the laws of the State of Israel, and the competent courts in the city of Tel Aviv shall have exclusive jurisdiction to hear any disputes arising hereunder.