“Affiliate” means any entity directly or indirectly controlling, controlled by or under common control with another entity.
“Control” means the power to direct the management and policies of an entity, through ownership of voting securities, by contract, or otherwise.
“Customer” or “You” means the person accepting these Terms, either for itself or on behalf of a legal entity.
“Designated Asset” means a site, vehicle, battery or any other asset used, where units of the Products will be installed and/or which behavior and systems will be tracked or monitored through the use of the Product.
“Documentation” means operating manuals, user guides and other technical literature supplied with the Products to aid the use of the Products by the Customer.
“Product” means the object code version of GALOOLI’s proprietary tracking, remote management and analytics software and hardware products identified in the Service Order, and any new releases, updates or versions thereof made available pursuant to GALOOLI’s support or under any warranty obligation.
“Service Order” means the quote/order entered by Customer and GALOOLI for the license of the Product and related services incorporated herein by reference.
Other than the limited license to use the Products granted under Section 3, no other right, title or interest, of any kind or nature, in or to the Products, any GALOOLI hardware, software, technology and/or any other intellectual property rights of GALOOLI, and/or any part thereof, are transferred, conveyed and/or granted to Customer by virtue of these Terms or otherwise. All title, rights and interests, including without limitation, all intellectual property rights in and to the Products remain exclusively vested in, and be the sole and exclusive property of, GALOOLI or its licensors.
GALOOLI shall provide technical assistance in order to pursue proper usage of the Product and ensure the most efficient methods to assist its customers, to be provided pursuant to GALOOLI’s support and technical services, as shall be from time to time. GALOOLI support team may be reached by either the GALOOLI ticketing system; or by email to email@example.com .
The Product may contain links to and/or integrate with other third-party products and/or services, including without limitation SIM card and communication services. GALOOLI is not responsible for the content, functionality, or availability of any third party products and/or services. Customer acknowledges sole responsibility for and assumes all risk arising from its use of any third party products and/or services. GALOOLI provides these links and integrations “AS IS” without warranty of any kind.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN CONTAINED, EXCEPT FOR LOSSES RESULTING FROM: (I) FRAUD OR FRAUDULENT MISREPRESENTATION OR (II) DEATH OR PERSONAL INJURY ARISING FROM GALOOLI’S GROSS NEGLIGENCE: (A) UNDER NO CIRCUMSTANCES AND REGARDLESS THE NATURE OF ANY CLAIM WILL GALOOLI OR ANY OF ITS AFFILIATES, EMPLOYEES, DIRECTORS, OR OFFICERS, BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, MORAL OR EXEMPLARY DAMAGES, AND/OR FOR LOSS OF PROFITS OR REVENUES, ANTICIPATED SAVINGS, INTERRUPTION OF BUSINESS, LOSS OR CORRUPTION OF DATA, LOSS OF OPPORTUNITIES OR ANY INDIRECT ECONOMIC LOSSES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER GALOOLI SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING; (B) UNDER NO CIRCUMSTANCES AND REGARDLESS THE NATURE OF ANY CLAIM WILL GALOOLI OR ANY OF ITS AFFILIATES, EMPLOYEES, DIRECTORS, OR OFFICERS TOTAL, AGGREGATE LIABILITY, IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHERWISE, ARISING BY REASON OF OR IN CONNECTION WITH THESE TERMS OR ANY USE OF THE PRODUCT EXCEED, FOR ALL EVENTS AND CAUSES OF ACTION TOGETHER, AN AMOUNT GREATER THAN THE LICENSE FEES PAID BY CUSTOMER TO GALOOLI FOR THE PRODUCT DIRECTLY CAUSING THE DAMAGES DURING THE 12 MONTHS PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Customer agrees to indemnify and hold GALOOLI and its Affiliates, employees, directors, and officers harmless from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from: (i) any violation by Customer of any provision in these Terms;,(ii) actions against GALOOLI by any third parties in connection with Customer’s acts or omissions hereunder, and (iii) any other claim in connection with Customer’s use of the Products.
Customer acknowledges that in connection with the use of the Product, it may have access to certain non-public information of substantial value concerning GALOOLI’s business operations and/or technology (“Confidential Information”), which value would be impaired if such Confidential Information were disclosed to third parties or used other than for purposes expressly authorized hereunder. Without limiting the foregoing, but for avoidance of doubt these Terms, and any performance, warranty and like information relating to the Product (by whomsoever generated or communicated) will be considered the Confidential Information of GALOOLI. Customer agrees (a) to maintain all Confidential Information, in whatever form disclosed, in strict confidence, (b) not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of GALOOLI, and (c) not to use the Confidential Information except as required in the performance of Customer’s obligations or the exercise of Customer’s rights hereunder. Upon the written request of GALOOLI or upon any termination or expiration of these Terms, for any reason whatsoever, Customer shall (a) immediately return to GALOOLI or destroy all copies and partial copies of the Confidential Information, whether maintained in tangible, electronic or other form (including permanently erasing any portions thereof from computers and systems) and (b) provide GALOOLI with written certification of Customer’s compliance with the terms of this section. Customer acknowledges that any breach of any of Customer’s obligations with respect GALOOLI’s Confidential Information may cause or threaten irreparable harm to GALOOLI. Customer agrees that in such event, GALOOLI shall be entitled to seek equitable relief in any court of competent jurisdiction without the necessity of posting bond and in addition to such other remedies as may be available to GALOOLI under law or in equity.
These Terms shall be governed and construed in accordance with the laws of the State of Israel, without giving effect to its conflict of law provisions, and the courts in Tel Aviv, Israel, shall have sole and exclusive jurisdiction over any conflict and/or dispute arising out of or in connection to these Terms. Notwithstanding the foregoing, GALOOLI reserves the right to take action, as a plaintiff, against Customer in any competent courts of the territory where Customer maintains a presence, in which case the law governing these Terms and the interpretation hereof shall be the laws of the specific country where GALOOLI has taken such action against Customer.
Customer acknowledges that the Products may be subject to certain export laws of various countries, including, without limitation, the laws of the United States and the EU (“Export Laws”). Customer agrees not to export, re-export or import any Products to countries, persons or entities prohibited by any applicable Export Law.
These Terms together with any Service Order constitute the entire understanding between Customer and GALOOLI regarding the Product, and supersede all prior discussions, representations, understandings, or agreements (including any pre-existing nondisclosure agreement, except as to its surviving terms and with respect to information disclosed under that agreement), whether oral or in writing, between the parties with respect to the Product. Customer may not assign these Terms or any rights or obligations hereunder, by contract, operation of law, change of control, or in any other manner, without the prior written consent of GALOOLI. GALOOLI may freely assign its rights and/or obligations under these Terms to any third party. All assignments or attempted assignments in violation of this Section shall be null and void. Unless expressly agreed to in writing by GALOOLI, no terms in any Service Order or other document delivered by Customer shall be deemed to amend these Terms and any such additional or inconsistent terms shall be deemed unacceptable to and rejected by GALOOLI. If any provision of these Terms shall be held by a court of law of competent jurisdiction to be unenforceable, the remaining provisions shall remain in full force and effect and, to the extent allowed and practicable, the unenforceable provision shall be modified so as to be enforceable consistent with its original intent and economic effect. GALOOLI shall not be responsible, nor shall be deemed to have defaulted under or breached these Terms, for any failure to perform or delay in performing its obligations under these Terms due to any event or circumstance beyond GALOOLI’s reasonable control, such as war, hostilities, act of God, earthquake, flood, fire, or other natural disaster, strike or labor conditions, material shortage, epidemic, disease, government action, force majeure, or failure of utilities, transportation facilities, or communication or electronic systems. The headings and captions used in these Terms are for convenience only, and shall not affect the interpretation of the provisions of these Terms. References to “Sections” are to section of these Terms. Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders. Any phrase introduced by the word “including”, “include” or any similar expressions shall be construed as illustrative and the words following any such word shall not limit the sense of the words preceding such words.
Last Update: August 2020