Kimonix Terms of Use

Kimonix Ecommerce Ltd. ("Kimonix", "our", "we" or "us") offers to its customers ("Customers" or "you") an online Software-as-a-Service synchronizes sales data, inventory analytics, and insights to create and manage smart collections platform (the "Solution") and together with the related services, except if specifically, otherwise designated, shall be referred to herein as the "Services". The terms "Users" or "you" refer to: (I) Customer; (II) Customer's first user of the Solution; and (III) Customer's authorized personnel who access and/or authorized to use or access the Services under Customer's account (the "End User(s)").

By entering to, connecting to, accessing or using the Services, you acknowledge that you have read and understood these Terms of Use (the "Terms of Use"), including our Privacy Policy located at https://www.kimonix.com/privacy-policy (the "Privacy Policy", collectively with these Terms of Use, the "Terms") and you agree to be bound by the Terms and to comply with all laws and regulations that apply to your use of the Services and you agree that these Terms constitute a binding and enforceable legal contract between Kimonix and you.

ATTENTION - PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SOLUTION AND SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ENTER, CONNECT TO, ACCESS OR USE THE SERVICES AND/OR SOLUTION IN ANY MANNER.

IF YOU ARE THE FIRST PERSON TO USE OR ACCESS THE SERVICES ON BEHALF OF YOUR ORGANIZATION, YOU AGREE THAT YOUR ORGANIZATION IS DEEMED A CUSTOMER AND YOU SHALL BE DEEMED A USER FOR THE PURPOSE OF THESE TERMS.

Any separate written agreement entered into between Kimonix and Customer with respect to use and access to the Solution, shall take precedence over conflicting provisions in these Terms.

1. The Services

1.1. Kimonix Solution. The Kimonix Solution is an online Software-as-a-Service platform which synchronizes sales data, inventory analytics, and insights on your customer preferences to create and manage smart collections. In order to use the Kimonix Solution Customer will need to provide Kimonix with the relevant access credentials and thereby allow Kimonix to collect process and analyze such internal store data, documents and information.

1.2. Scope and Applicability. These Terms of Use apply only to your access and usage of the Services.

1.3. Modification of the Services. Kimonix may continuously update its Services with new capabilities or offerings or replace and/or discontinue some of the capabilities. You acknowledge and agree that some of the features and capabilities may be experimental and/or offered in limited versions or limited locations. Customer's sole remedy in the event of such changes shall be, where such changes reflect a material decrease in functionality, to terminate any affected subscription to the Solution.

2. Registration and User Account

2.1. Account Registration. In order to use the Services, the Customer and/or each User must register and open an account through the Solution or as otherwise directed by Kimonix (the "Kimonix Account"). To complete your registration, we will require certain information which will include your name, email and password, organization name, store name, store URL address, as well as your consent for Kimonix to receive and process your Customer Data.

2.2. Account Security. You are responsible for maintaining the confidentiality of the login credentials of your Kimonix Account and for all activities that occur under such Kimonix Account. You agree not to disclose your login credentials to any third party, and you are responsible for any use or misuse performed through your Kimonix Account.

2.3. User Updates. If you wish to modify your Kimonix Account information, or if you wish to terminate your Kimonix Account, you may do so by contacting Kimonix support available at support@kimonix.com. NOTE THAT TERMINATING YOUR KIMONIX ACCOUNT MAY CAUSE THE LOSS AND/OR UNAVAILABILITY OF CONTENT, FEATURES, OR CAPACITY WITH REGARD TO YOUR KIMONIX ACCOUNT.

3. Fees and Plan

3.1. Fees. The fees payable in consideration for your access to the Services ("Fees") and the payment terms thereof, as well as the scope and term of the Services, shall be in accordance with the plan chosen by You upon your registration to the Service ("Plan").

3.2. Payment of Fees. We may allow several means of payment such as bank transfer, payment through an online payment gateway, and other means we may make available from time to time.

3.3. Unless otherwise agreed between the Parties in writing, the chosen Plan is final and may not be cancelled or terminated for convenience by User or Customer.

3.4. Unless otherwise set forth in an applicable Plan, any Fees owed by You to Kimonix shall be paid to Kimonix in advance of the provision of the relevant Services.

3.5. Subscription Term, Commitment Period, and Cancellation. By subscribing to a monthly plan that includes a minimum commitment period (the "Commitment Period"), the Customer agrees to remain subscribed for the full Commitment Period as presented at checkout or in the applicable order form. The Customer may cancel the subscription at any time by uninstalling the application. If the Customer uninstalls the application or otherwise terminates the subscription prior to the end of the Commitment Period for any reason, the Customer remains liable for payment of all fees due for the remainder of the Commitment Period.

4. Intellectual Property Rights; License

4.1. Kimonix Intellectual Property. Any proprietary and intellectual property rights in and to the Solution including any content thereof, such as logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof and related materials, Kimonix's trademarks, trade names, copyrightable materials, designs, "look and feel" (Collectively, the "Kimonix Properties"), are owned and/or licensed to Kimonix or its affiliates or licensors.

4.2. Your Use Rights. Subject to your compliance with these Terms, Kimonix grants you a limited, worldwide, non-exclusive, non-assignable, not-tradeable, non-sub-licensable, fully and immediately revocable at our discretion, license, to access and use the Solution solely for Customer's internal business purposes.

4.3. Use Restrictions. You may not and you shall not permit any person to (i) copy, modify, distribute, publicly display, transfer or create derivative works of the Solution; (ii) remove any copyright notices or proprietary rights of Kimonix; (iii) reverse engineer, decompile, or disassemble the Solution; (iv) transmit any content which infringes third party rights; (v) transmit any malware; (vi) interfere with the operation of the Services; (vii) use the Services for illegal conduct; (viii) access the Services to build a competitive product.

4.4. Feedback. In the event that Users provide Kimonix with any suggestions, comments or other feedback relating to Kimonix's Services (collectively, "Feedback"), such Feedback is and will be deemed as the sole and exclusive property of Kimonix and you hereby irrevocably assign to Kimonix all of your rights, title and interest in and to all Feedback.

4.5. Third Party Components. The Services may use or include third party software, files and components that are subject to open source and third-party license terms ("Third-Party Components"). Your right to use such Third-Party Components as part of the Services is subject to any applicable license terms.

5. Confidentiality

5.1. Either party (a "Disclosing Party") may disclose or make available to the other party (a "Receiving Party") certain confidential information regarding its technology, operations and business ("Confidential Information"). Receiving Party agrees to use best reasonable industry measures to protect the confidentiality and not disclose the Confidential Information to any third party.

6. Our Privacy Policy; Customer Data

6.1. Kimonix Privacy Policy. We respect the privacy of our Users and are committed to protecting the personal information you share with us. By accessing or using the Services you agree to the Privacy Policy.

6.2. Authorization to share Customer Data. You hereby represent and warrant that you have the full right, permissions, and consents to use and share any data and information you make available to Us through the Services.

6.3. Compliance with Data Protection Laws. Kimonix and Customer shall comply with all privacy and data protection laws, including without limitation, the European Union's General Data Protection Regulation (2016/679) ("GDPR").

6.5. Use of Customer Data. You hereby grant Kimonix a non-exclusive, non-assignable, non-transferable license to use Customer Data for the purpose of providing the Services to you.

6.7. Deletion of Customer Data. Upon termination of the Services, Kimonix will, within thirty (30) days, delete any and all information provided by the Customer in connection with the Services.

7. Availability

7.1. Services Availability. The Services availability and functionality depend on various factors. Kimonix will make all reasonable efforts to have the Services available. Notwithstanding the foregoing, Kimonix does not warrant or guarantee that the Services will operate at all times without disruption or interruption.

8. User Eligibility

8.1. You must be at least eighteen (18) years of age to use the Services. By using the Services and agreeing to these Terms, you represent and warrant to us that you are at least eighteen (18) years of age.

9. Disclaimer of Warranties

9.1. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

9.2. KIMONIX DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES.

10. Indemnification

10.1. YOU RELEASE, AND AGREE, AT YOUR OWN EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS KIMONIX, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, FROM ALL LIABILITIES, CLAIMS, LOSS AND DAMAGES RELATED TO: (I) YOUR BREACH OF THESE TERMS, (II) YOUR USE OF THE SERVICES; (III) ANY RIGHTS OF A THIRD PARTY WITH REGARD TO YOUR CUSTOMER DATA.

11. Limitation of Liability

11.1. IN NO EVENT SHALL KIMONIX BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM THE SERVICES.

11.2. IF KIMONIX IS FOUND TO BE LIABLE TO YOU, KIMONIX'S LIABILITY SHALL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER TO KIMONIX DURING THE TWELVE (12) MONTHS PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE.

12. Refer & Earn Program

Kimonix offers a referral program ("Refer & Earn Program") that allows eligible participants to refer third-party businesses to Kimonix and earn rewards. Participation is subject to the following terms:

12.1. Eligibility. The Refer & Earn Program is open to individuals who are at least 18 years old. Employees of Kimonix and its affiliates are not eligible to participate.

12.2. How It Works. To participate, eligible individuals must complete and submit the referral form on the Kimonix website. A successful referral is defined as a business that: (a) completes a demo with the Kimonix team, and (b) selects and subscribes to a paid Kimonix plan.

12.3. Rewards.

• $50 (USD) digital gift card for each qualified referral that completes a demo.
• An additional gift card ranging from $100 to $1,000 (USD) depending on the paid plan the referred brand selects.
• All rewards are issued in the form of gift cards; no cash or alternative payment methods will be provided.

12.4. Limitations and Conditions. Only referrals submitted through the official referral form will qualify. Self-referrals are not eligible. Kimonix reserves the right to verify eligibility, withhold or cancel rewards in cases of suspected fraud, and modify or terminate the Program at any time without notice.

12.5. Taxes and Reporting. Participants are responsible for any taxes, duties, or government fees associated with receiving rewards.

12.6. Privacy. Participation in the Refer & Earn Program requires the submission of certain personal information. Kimonix will process this information in accordance with its Privacy Policy.

12.7. Contact. For questions or support related to the Refer & Earn Program, please contact: support@kimonix.com.

13. Amendments to these Terms

13.1. Kimonix may change these Terms from time to time, at its sole discretion and without any notice. Substantial changes will take effect seven (7) days after such notice was provided on our Website or sent via email.

14. General

13.1. Relationship of the Parties. These Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto.

13.2. Governing Law and Jurisdiction. Any claim relating to the use of the Services will be governed by and interpreted in accordance with the laws of the State of Israel. Any dispute arising out of or related to your use of the Services will be brought in the competent courts of Tel-Aviv, Israel.

13.3. Assignment. You may not assign, sublicense, or otherwise transfer any or all of your rights or obligations under these Terms, without Kimonix's prior express written consent.

13.4. Severability. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision.

13.5. No Waiver. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.

15. Contact Us

If you wish to receive more information on these Terms, please contact us at support@kimonix.com.