Terms and Conditions

This agreement (the “Agreement” and/or “Terms and Conditions“) constitutes a binding contract between you (“Customer“) and Revealense Ltd. (“Revealense“, “we“, “us“, “our“), whose registered address is at 24 Hamagshimim Street, Petah Tikva, Israel 4934833. These Terms and Conditions govern your access to and use of the Service (as defined below). Our Privacy policy, available at https://revealense.com/privacy-policy/ (“Privacy Policy“) and our data protection agreement, available at https://revealense.com/data-proection-agreement, where applicable, govern our collection, processing, and transfer of any Personal Information or Personal Data (as such terms are defined in the Privacy Policy and DPA), all of which are incorporated herein and agreed upon by reference.

WHEREAS, Revealense develops and offers a software-as-a-service cloud-based
deep tech solution for assessment of individuals’ neurofeedback based on video footage, bio-feedback reactions and emotion-feedback reactions (the “Service); and

WHEREAS, Customer may be engaged through a partner (“Revealense Partner“), who provides Customer with Assessment Tool(s); and

WHEREAS, Customer is interested in using the Service and receiving Output Data regarding its End Users through the Assessment Tool(s), for Customer’s internal organizational purposes.

NOW THEREFORE, in consideration of the mutual covenants hereinafter, the Parties agree as follows:

1. Definitions

   1. “Assessment Tools” means the tests, exams, questionnaires, or other forms of assessment operated by Customer or Revealense Partner, that the End User is requested by Customer to take in order to assess their neurofeedback.
   2. “Authorized Users” means those employees, consultants, and others that Customer designates and authorizes to use and deal with the Service.
   3. “End Users” means the individuals whom the neurofeedback Customer wishes to assess using the Service, through Assessment Tools.
   4. “Input” means the End Users’ written or oral statements and physical reactions as captured by the Service, through Assessment Tools.
   5. “Legal Responsibilities” means: (a) in the case of Revealense, provision of its Services and handling of Personal Data in compliance with applicable laws and the provisions herein; and (b) in the case of Customer, use of the Service, the Output Data, and the Personal Data (whether by itself or through its Authorized Users) for Customer’s purposes, any decision-making based on the Output Data, and all consequences resulting therefrom, in compliance with applicable laws and the provisions herein. Without derogating from the foregoing, to the extent necessary or required under the laws applicable to the Customer, the Customer shall be solely responsible for obtaining End Users’ consent to processing of their Personal data, as stipulated in Section ‎7.2 below.
   6. “Output Data” means the assessment reports and other related data regarding End Users that the Service generates based on the Input.
   7. “Service Data” means meta-data and analytics about how the Customer uses the Service, the performance of the Service when used by the Customer, the Service’s compatibility and interoperability, and the analysis of the End Users’ Input.
   8. “Term” means the period of this Agreement, which shall be the period of the engagement between the Revealense Partner and/or Customer.

2. Access to Use the Service and the Output Data

   1. Subject to the provisions of this Agreement, Revealense grants Customer and its Authorized Users worldwide access to use the Service and Output Data, from the date of Customer’s subscription to the Service and throughout the Term, strictly for the Customer’s internal business operations, pursuant to the agreement between the Customer and/or the Partner.
   2. Customer must ensure that Authorized Users fully comply with this Agreement. Customer shall be liable to Revealense for all acts or omissions of those that use and deal with the Service on its behalf, as though Customer had performed those acts or omissions.
   3. Customer covenants that Customer and its Authorized Users will use the Service only in compliance with all applicable laws and regulations, this Agreement and any reasonable use policies or instructions issued by Revealense.

3. Restrictions

   1. Customer and its Authorized Users shall not, and shall not allow others to:
      1. Sublicense, transfer, or assign the Service or any part thereof to any third party, with or without consideration;
      2. Knowingly interfere with, burden, or disrupt the Service’s functionality;
      3. Work around any technical limitations of the Service, or use any tool to enable features or functionalities that are otherwise disabled, inaccessible, or undocumented in the Service;
      4. Breach the security of the Service, identify, probe or scan any security vulnerabilities in the Service other than such activities performed in mutual agreement with Revealense;
      5. Knowingly send any virus, worm, Trojan horse or other malicious or harmful code or attachment;
      6. Use robots, crawlers, and similar applications to scrape, harvest, collect or compile content from or through the Service.
      7. Decompile, disassemble, reverse engineer, or otherwise attempt to identify the underlying source code of the Service, unless these activities are your guaranteed and non-waivable rights under applicable law, in which case you shall first notify Revealense of the steps you wish to take;
      8. Access and use the Service to develop or create a product or service competing with the Service.
   2. Revealense has no obligation to monitor that Customer’s use of the Services complies with this Agreement but may elect to do so. Revealense may suspend the provision of the Services to the Customer, or temporarily or permanently block Customer’s account or access to the Services, if Revealense, in its sole discretion, reasonably believes that the Customer is in violation of the foregoing in a manner detrimental to Revealense or to the proper operation of the Service.

4. Fees

   The fees owed by Customer will be determined by Revealense or Revealense Partner (if applicable), at Revealense’s sole discretion unless agreed upon otherwise.

5. Intellectual Property

   1. The Service is a proprietary offering of Revealense, protected under copyright laws and international copyright treaties, patent law, trade secret law and other intellectual property rights of general applicability. The Service is offered to Customer for use and access only in accordance with the terms of this Agreement and is not sold or licensed in any other way.
   2. Except for Customer’s limited access to use the Service during the Term, this Agreement does not grant or assign to Customer any other license, right, title, or interest in or to the Service, or the intellectual property rights associated with them. All rights, title, and interest, including copyrights, patents, trademarks, trade names, trade secrets and other intellectual property rights, and any goodwill associated therewith, in and to the Service and Service Data (but not the Input and Output Data), including computer code, graphic design, layout, and the user interfaces of the Service, are and will remain at all times, owned by, or licensed to Revealense.
   3. Customer owns all right, title, and interest in and to the Assessment Tools, the Input, and the Output Data. Customer grants Revealense and its third-party service providers a license to use the Input and Output Data strictly for the Purposes (as defined in Section ‎7.1 below).

6. Confidentiality

   1. Confidential Information shall mean any and all information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) regarding past, present, or future marketing and business plans, customer lists, lists of prospective customers, technical, financial or other proprietary or confidential information of the Disclosing Party, formulae, concepts, discoveries, data, designs, ideas, inventions, methods, models, research plans, procedures, formulations, processes, specifications, techniques, prototypes, samples, analyses, computer programs, trade secrets, methodologies, non-published patent applications, and any other data or information. Input and Output Data are Customer’s Confidential Information. Service Data is Revealense’s Confidential Information.
   2. Each Party herein must hold any Confidential Information in confidence using the same degree of care, but in no case less than a reasonable degree of care, to prevent unauthorized dissemination. The Receiving Party may use Confidential Information only for performing its obligations under this Agreement.
   3. The obligations set forth in this section do not apply to information that: (i) is or becomes public domain information through no fault of the Receiving Party; (ii) was known to the Receiving Party before disclosure by the Disclosing Party; (iii) is obtained from a third party without default or breach; (iv) the Disclosing Party approves in writing for disclosure; or (v) is required to be disclosed by law, with notice to the Disclosing Party if permissible.
   4. Neither party shall make or have any press release or other public announcement concerning this Agreement or related transactions without the other party’s approval.

7. Personal Data

   1. In providing its Service, Revealense will process End Users’ Personal Data as defined by applicable data protection laws (e.g., GDPR) for the following purposes:
      1. Providing the Customer with Output Data.
      2. Generating Service Data and improving the Service.
   2. If GDPR applies, Revealense and the Customer must comply with the Joint Data Controllership Addendum in this Agreement.
   3. Customer is responsible for obtaining End Users’ informed consent to process their Personal Data for these purposes:
      1. Inform End Users that their Personal Data will be transferred to Revealense to provide the Customer with Output Data.
      2. Seek End Users’ separate consent (recording such consent) for Revealense’s processing of their Personal Data for Service improvement. The consent should be obtained via an unticked checkbox with the following statement:“I acknowledge that in the process of assessing my responses, [Customer name] uses the services of Revealense Ltd., a third-party neurofeedback assessment service. I consent to Revealense Ltd.’s processing of my personal data to improve and enhance their service, without direct identification.”
   4. Customer shall determine the lawful basis for obtaining End User consent under applicable laws and ensure that consent records are maintained in the Service database. Customer must provide Revealense accurate and up-to-date consent records promptly.
   5. If an End User does not consent to the processing of their Personal Data for these purposes, Customer must offer an alternative Assessment Tool without utilizing the Service.

8. Disclaimer of Warranty and Limitation of Liability

   1. Revealense will provide the Service in alignment with its documented features and functions. Revealense will strive for operational integrity but cannot guarantee uninterrupted or error-free performance due to external factors like internet connectivity and third-party infrastructure.
   2. The Service may be temporarily unavailable for scheduled maintenance or emergency maintenance. Revealense shall notify the Customer in advance via email for scheduled disruptions.
   3. EXCEPT AS EXPRESSLY STATED ABOVE, REVEALENSE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE AND OUTPUT DATA, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, CONTINUOUS USE, AND NON-INFRINGEMENT.
   4. Each party is responsible for complying with its legal responsibilities.
   5. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT FOR CERTAIN EXCLUSIONS (e.g., WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY), THE TOTAL LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY THE CUSTOMER IN THE THREE (3) MONTHS PRECEDING THE CLAIM.
   6. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT IN THE EVENT OF WILLFUL MISCONDUCT, FRAUD, DEATH OR PERSONAL INJURY, BREACH OF CONFIDENTIALITY OBLIGATIONS, INFRINGEMENT OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS BY THE OTHER PARTY, DAMAGES AND INDEMNITIES ARISING FROM A PARTY’S FAILURE TO COMPLY WITH ITS LEGAL RESPONSIBILITES, OR ANY OTHER LOSSES WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW, NEITHER PART SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OR OF RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILTY.

9. Indemnity

   1. Either Party (“Indemnifying Party”) shall defend and fully indemnify the other Party (“Indemnified Party”) and its respective directors, officers, employees, consultants, successors and assigns from and against any claim by a third party alleging that the Indemnifying Party has breached its Legal Responsibilities or any part thereof.
   2. The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim for which it seeks indemnification hereunder; provided that the failure to provide such notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent of any material prejudice directly resulting from such failure. The Indemnifying Party shall bear full responsibility for, and shall have the right to solely control, the defense (including any settlements) of any such claim; provided, however, that (a) the Indemnifying Party shall keep the Indemnified Party informed of, and consult with the Indemnified Party in connection with the progress of such litigation or settlement and (b) the Indemnifying Party shall not have any right, without the Indemnified Party’s written consent (which consent shall not be unreasonably withheld), to settle any such claim in a manner that does not unconditionally release the Indemnified Party. At the Indemnifying Party’s request, the Indemnified Party will provide reasonable cooperation with respect to any defense or settlement

10. Governing Law and Dispute Resolution

    1. This Agreement and Customer’s use of the Service will be exclusively governed by and construed in accordance with the laws of the State of Israel. Subject to Section ‎10.2 below, any dispute relating to this Agreement, or the Customer’s use of the Service shall be under the sole jurisdiction and venue of the competent courts located in the Tel Aviv district in Israel.
    2. Notwithstanding the foregoing, a party may lodge a claim against the other party: (a) pursuant to the indemnity clause above, in any court adjudicating a third party claim against the other party; and (b) for interim, emergency or injunctive relief, in any other court having general jurisdiction over the other party. 

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    1. Assignment. Except as set forth below, neither party shall assign this Agreement without obtaining the other’s prior written consent. Except as set forth below, any purported assignment without both parties’ prior written consent is void. Either party may assign this Agreement in its entirety, including all rights, duties, liabilities, performances and obligations herein, upon notice to the other party and without obtaining the other party’s further specific consent, to a third-party, upon a merger, acquisition, change of control or the sale of all or substantially all of the assigning party’s equity or assets. By virtue of such assignment, the assignee assumes the assignor’s stead, including all right, duties, liabilities, performances and obligations hereunder, and assignor shall be released therefrom.
    2. Relationship of the Parties. The relationship between the Parties hereto is strictly that of independent contractors, and neither Party is an agent, partner, joint venturer or employee of the other.
    3. Complete Terms and Severability. This Agreement constitutes the entire and complete agreement between the Parties concerning the subject matter herein and supersede all prior oral or written statements, understandings, negotiations and representations with respect to the subject matter herein. If any provision of this Agreement is held invalid or unenforceable, that provision shall be construed in a manner consistent with the applicable law to reflect, as nearly as possible, the original intentions of the Parties, and the remaining provisions will remain in full force and effect. This Agreement may be modified or amended only in writing, signed by the duly authorized representatives of both Parties 
    4. No Waiver. Neither Party will, by mere lapse of time, without giving express notice thereof, be deemed to have waived any breach, by the other Party, of any terms or provisions of this Agreement. The waiver, by either Party, of any such breach, will not be construed as a waiver of subsequent breaches or as a continuing waiver of such breach.