By clicking the “I Agree” button/box or accessing our website https://stratified.io (the “Website”) or any use of our services or the Website (the “Services”), you hereby agree to be bound by these terms of service between the person or entity (the “Customer”) and Stratified Ltd. (“Stratified”). Please read carefully these terms of service, Stratified’s privacy policy and Stratified’s data processing agreement for the processing of personal information, all are incorporated herein by reference (together, the “Terms of Service” or, these “Terms”). If you do not agree to these Terms, you may not access or use the Services. The Terms expressly supersede prior agreements or arrangements with you regarding the use of the Services.
Notwithstanding the foregoing, these Terms do not supersede or otherwise impact the enforceability of any future agreements you may have with Stratified or its subsidiaries regarding the Services. To the extent (but only to the extent) any agreement you may have with Stratified conflicts with these Terms, those agreements (and not these Terms) will prevail with respect to any disputes arising therefrom.

1. Registration – User Account

1.1. In order to use the Services, the Customer has to register and create an account and is not permitted to allow others to access to the Services via its account interface, or to access and use the account for any other purpose. In addition, as part of the registration, the Customer must provide truthful, accurate, and current information required for Stratified or any third-party service providers for the provision of the Services, in accordance with any regulations applicable to such third-party service provider. The Customer must maintain and update the registration data so that it remains at all times accurate, current and complete.

1.2. The type and scope of the Services will be as set forth in the registration form and shall include at least the following information: (a) the type of service; (b) Customer name; (d) the Fees (if applicable) and the payment terms; (e) the Term (as defined below

1.3. The Customer acknowledges the Service is not intended for use by minors and by completing the registration and opening an account, Customer hereby confirms that is not under the age of eighteen (18) years and is competent to enter into these Terms. If Customer is under the age of eighteen years, Customer shall require acceptance of the Terms of Service by a parent or legal guardian. Stratified reserves the right to terminate without prior notice any account in violation of this provision.

1.4. Customer acknowledges and agrees (a) not to exceed the one user designated on the account, unless Customer first notifies Stratified in writing (b) that the login details for the Customer may only be used by the Customer, and that multiple people may not share the same login details; (c) to keep, and ensure that the Customer keep, all account login details and passwords secure at all times; (d) that Customer remains solely responsible and liable for the activity that occurs in connection with Customer’s account, and the activities of the Customer on or relating to the Service, whether or not Customer knows of such activity; and (e) to promptly notify Stratified in writing if Customer becomes aware of any unauthorized access or use of Customer’s Account or the Service.

1.5. Customer will be solely liable for any violation of the Terms of Service by its account. The Customer is fully and solely responsible for any and all activities that occur through the account and will ensure that it shall comply with the terms and conditions of these Terms of Service. In the event that Stratified reasonably determines that the Customer has violated these Terms of Service, Stratified may suspend or terminate Customer’s access to the account of from receiving the Service, and shall provide notice to Customer as promptly as possible.

1.6. Stratified has adopted good faith standards based on applicable laws and regulations that Customers must follow. For example, using the Marketplace Platform to commit any crime, including, but not limited to money laundering or to violate any other law – are strictly prohibited. In this regard, Customer hereby agrees to abide by such standards and failure to comply with such standards or any violation of these Terms may result in the permanent loss of access to the Services.
If Stratified believes you are abusing our Services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, and take technical and/or legal steps to prevent you from using our Services.

2. Subscription to the Service

2.1. Subscription to the Service. Subject to Customer’s compliance with these Terms of Service, Stratified hereby grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable, and fully revocable right to access and use the Service during the Term (as defined below) for Customer’s use personal use only. Customer’s subscription to the Service is limited to the user designated on the account.

2.2. Restrictions on Use. Customer must not, and shall not allow any other third party to: (i) circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service; (ii) allow any third party not authorized by Stratified to use the Service; (iii) use the Service to process data on behalf of any third party; (iv) give, sell, rent, lease, timeshare, outsource, sublicense, disclose, publish, assign, market, resell, transfer or distribute any portion of the Service to any third party, including, but not limited to Customer’s affiliates, or use the Service in any service bureau arrangement; (v) reverse engineer, decompile or disassemble the Service or any components thereof, except to the extent such acts are required to be permitted by applicable law; (vi) disclose or publish the results of any benchmark tests run on the Service; (vii) use any robot, spider, scraper, or other automated means to access the Service for any purpose; (viii) take any action that imposes or may impose (at Stratified’s sole discretion) an unreasonable or disproportionately large load on the Stratified infrastructure; (ix) interfere or attempt to interfere with the integrity or proper working of the Service, or any related activities; (x) modify, translate, patch, alter, change or create any derivative works of the Service, or any part thereof; (xi) disclose Customer’s account, user names or passwords to any third party; (xii) remove, deface, obscure, or alter Stratified or any third party’s copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service, or use or display logos with the Service differing from Stratified’s own without Stratified’s prior written approval; (xiii) use the Service in any unlawful manner or in breach of these Terms of Service; and/or (xiv) develop any other product or service containing any of the concepts and ideas contained in the Service or use the Service for the purpose of building a similar or competitive product.

2.3. Maintenance and Support. Stratified will provide to Customer support and maintenances services with respect to the Service, in accordance with the standard service level policy of the company.

3. Representations – Marketplace

3.1. Each party represents and warrants that: (a) it has full power to enter into these Terms of Service and to grant to the other party the rights granted to such other party under these Terms of Service; (b) it has obtained all necessary corporate approvals to enter into and execute these Terms of Service; and (c) its entering into these Terms of Service and performance of obligations under these Terms of Service will not in any way conflict or violate any duty that it may have to any other person or entity, or under any agreement, commitment on its part, order, judgment, decree, rule, regulation or law to which such party is bound.

3.2. Each party shall comply with all applicable laws relating in any way to its performance of its obligations under these Terms of Service. Customer agrees to fully comply with all applicable export laws and regulations in any jurisdiction to ensure that neither the Service nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

3.3. Stratified operates a digital marketplace platform (the “Marketplace Platform”) that may be accessed in a number of forms, including mobile and/or web-based applications. Among other things, the Stratified Marketplace Platform enables you to discover: (i) services rendered by third party vendors; and (ii) any supporting services, including payment processing and customer support. Unless otherwise agreed by Stratified in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use.

3.4. The Services may be made available or accessed in connection with third-party services and content (including advertising) that Stratified does not control.

3.5. Once you click on a link to a third party vendor or content, you will be subject to the terms and conditions and privacy policy of that website, destination, or third party vendor provider. Stratified will not warn you that you have left the Services or that you are subject to the terms and conditions (including privacy policies) of another website, destination.

3.6. You use all third party vendors and their websites at your own risk as such services are not controlled by Stratified. Stratified has no control over such third party vendors and in no event shall Stratified be responsible or liable for any or services of such third party vendors.

4. Intellectual Property Rights

4.1. The Service (and all parts thereof), all reproductions, corrections, modifications, enhancements and improvements thereto, and all data related to the Customer’s usage thereof, and all Intellectual Property Rights therein or relating thereto, including but not limited to, any modifications or custom features to the Service to be developed by Stratified for the Customer’s benefit, whether requested or instructed by the Customer or not, are and will remain the exclusive property of Stratified or its third party licensors. Any rights therein not explicitly granted to Customer hereunder, are reserved to and shall remain solely and exclusively proprietary to Stratified (or its third party licensors).
For the purpose hereof, “Intellectual Property Rights” means any patent rights (including, without limitation, patent applications and disclosures), service marks, logos, domain names, copyrights, trademarks, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world whether registered or non-registered.

4.2. Any error and bug reports, additional features, ideas, requests, feedbacks, recommendations, comments, concepts and other requests or suggestions related to the Service (collectively, the “Ideas”) that the Customer may provide to Stratified, will be solely owned by Stratified. The Customer hereby irrevocably assigns and transfers any intellectual property rights in such Ideas to Stratified, free of charge.

5. Customer Data

5.1. Customer, may choose to provide, post, input, submit, or otherwise make accessible to Stratified, data or information about Customer or any third party (the “Data”), and Stratified will store such Data on Customer’s behalf, all in connection with Customer’s use of the Service. Customer hereby provides Stratified and its Related Parties (as defined below) a royalty-free, irrevocable, non-exclusive right to use, process, upload, display, copy, distribute copies of, perform, transform, and display publicly and store Data, in order to provide the Service.

5.2. Without derogating from the foregoing, Customer hereby grants Stratified an authorization to share the Data and any personal data related thereto with Stratified’s authorized vendors that enable the provision of the Service, including recognized banking and financial institutions, some of them are located outside the Customer’s current jurisdiction.

5.3. Without derogating Section ‎5.1 above, Startified may also collect, disclose, publish and use in any other manner anonymous information which is derived from the Service and/or the Data (i.e., non-identifiable information, aggregated and analytics information), in order to provide and improve the Service and for any other legitimate business purpose. Stratified shall remain the sole owner of such analytics information.

5.4. Customer represents and warrants that (a) Customer owns all Data or has all rights that are necessary to grant Stratified and its Related Parties the licensed rights in Data under these Terms of Service; (b) Customer’s collection of Data has and will be in compliance with all applicable laws and regulations, including, without limitation, those concerning data or information privacy; and (c) neither the Data, nor the inclusion of Data in or use of Data in connection with the Service, will infringe, misappropriate or violate any Intellectual Property Rights (as defined below), or violate the privacy rights of any third party, or result in the violation of any applicable law or regulation, including without limitation those concerning data or information privacy.
As between Customer and Stratified, Customer retains exclusive ownership of the Data. Customer may download Customer’s Data at any time during the Term, or as otherwise set forth herein, provided that the Customer complies with these Terms of Service and Stratified’s security requirements.

6. Confidentiality – Security

6.1. “Confidential Information” means any information disclosed or otherwise made available by one party to the other party that: (a) if disclosed in writing, is marked “confidential” or “proprietary” at the time of disclosure; (b) if disclosed orally, is identified as “confidential” or “proprietary” at the time of disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure, including but not limited to, all computer software (in binary or source code form), programs, designs, concepts, scientific, algorithmic and structural information included in, or related to, the Service, information of a business and commercial nature (such as financial and marketing information disclosed in any form or medium whatsoever). Confidential Information includes all information designated by either party as confidential or proprietary within a reasonable time of its disclosure or which a reasonable person would expect to be treated as confidential; or (c) under the circumstances, a person exercising reasonable business judgment would understand that such information is to be confidential or proprietary. For the avoidance of doubt, the Data is considered to be Customer’s Confidential Information, the Service is Stratified’s Confidential Information, and the terms of these Terms of Service constitute Confidential Information of both Customer and Stratified. Notwithstanding the above, Stratified may disclose these Terms of Service and any documents related to the Terms of Service in any due diligence process in connection with a financing round and/or a M&A transaction.

6.2. The use and nondisclosure obligations and restrictions set forth in Section ‎6.3 will not apply to any information that: (a) is or becomes generally known to the public through no breach of these Terms of Service by the receiving party; (b) is rightfully known by the receiving party at the time of disclosure; (c) is independently developed by the receiving party without use of or access to the disclosing party’s Confidential Information; or (d) the receiving party rightfully obtains from a third party who has the right to disclose such information without breach of any confidentiality obligation to the disclosing party.

6.3. The receiving party will not use the disclosing party’s Confidential Information except as necessary for the performance or enforcement of these Terms of Service and will not disclose such Confidential Information to any third party except to those of its employees and subcontractors who have a bona fide need to know such Confidential Information for the performance or enforcement of these Terms of Service; provided that each such employee and subcontractor is bound by a written agreement that contains use and disclosure restrictions consistent with the terms set forth in this Section. Each receiving party will protect the disclosing party’s Confidential Information from unauthorized use and disclosure using efforts equivalent to the efforts that the receiving party ordinarily uses with respect to its own confidential information and in no event less than a reasonable standard of care. The provisions of this Section ‎6.3 will remain in effect during the term of these Terms of Service and for a period of three (3) years after the expiration or termination of these Terms of Service.

6.4. The provisions of this Section ‎6 will not restrict either party from disclosing Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that the party required to make such a disclosure gives reasonable notice to the other party to enable it to contest such order or requirement or limit the scope of such request. The party responding to such an order or requirement will only disclose that information that is expressly required.

6.5. The receiving party acknowledges that the disclosure of Confidential Information could cause substantial harm to disclosing party that could not be remedied by the payment of damages alone. Accordingly, disclosing party will be entitled to preliminary and permanent injunctive relief and other equitable relief in any relevant jurisdiction for any breach of this Section ‎6 or misuse of Confidential Information by the receiving party.
6.6. To the maximum extent permitted under applicable law, Stratified shall maintain generally accepted industry safeguards to protect the security and confidentiality of Customer’s Data. Stratified will maintain any personally identifiable information that Stratified collects and/or receives in connection with the Service in accordance with Stratified’s Privacy Policy.

7. Disclaimer of Warranties

7.1. The Service is provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied. Customer assumes all responsibility for the selection of the Service to achieve Customer’s intended results. STRATIFIED HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. STRATIFIED DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. STRATIFIED DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY INFORMATION, RESULTS, OR ADVICE THAT CUSTOMER OBTAINS THROUGH THE SERVICE.

7.2. The Service may use or include third party software, files and components that are subject to open source and third party license terms (“Third Party Components”). Customer right to use such Third Party Components as part of, or in connection with the Service is subject to any applicable acknowledgements and license terms accompanying such Third Party Components contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and these Terms of Service, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. Such Third Party Components are provided on an “AS IS” basis without any warranty of any kind and shall be subject to any and all limitations and conditions required by such third parties. Customer hereby agrees to such terms associated with the Third Party Components. Under no circumstances shall the Service or any portion thereof (except for the Third Party Components contained therein) be deemed “open source” or “publicly available” software.

7.3. The use of any third party vendor, software or other service provider in connection with the services, is further subject to the terms and conditions of such third party, and the services provided thereunder. Furthermore, under certain circumstances, such third party services may be interrupted, defected or otherwise not be available to the Customer, due to applicable regulations or other related matters. Without derogating from the above, Stratified makes no guarantee to the services provided by those third parties.

8. Indemnification

8.1. Customer Indemnification. Customer agrees to defend, indemnify and hold harmless Stratified, its affiliates and their directors, employees, service providers, agents, sub-contractors, representatives, and anyone on their behalf (the “Related Parties”) any and all claims, suits or actions including related judgments, awards, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) and other expenses (collectively, the “Damages”), attributable to such claim awarded in final judgment against or paid in settlement by Stratified or its Related Parties, brought against Stratified and its Related Parties to the extent that are based on or arise from: (a) a third party claims Damages arising from Customer’s unauthorized access or use of the Service; (b) Customer and/or any End User breach of these Terms of Service; (c) any breach of the Customer’s representations and warranties set forth herein; (d) Customer gross negligence or willful misconduct; (e) any claim from a third party that the Data infringes any intellectual property, including any patent or any copyright or misappropriate any trade secret.

8.2. Indemnification Procedures. The indemnifying party’s indemnification undertakings above, shall be conditioned upon the following: (a) the indemnifying party shall be given prompt written notice of the claim by the indemnified party promptly upon its receipt; (b) the indemnified party shall act in good faith and use commercially reasonable efforts to cooperate with the indemnifying party; (c) the indemnifying party, at its cost and expense, shall take over a claim and assume the defense; and (d) the indemnified party shall not make any admission, file any papers, consent to the entry of any judgment or enter into any compromise or settlement without the express prior written consent of the indemnifying party.

8.3. Sole Remedy. THE FOREGOING STATES THE ENTIRE OBLIGATION OF STRATIFIED WITH RESPECT TO ANY ALLEGED OR ACTUAL IP CLAIM.

9. Limitation of Liability

9.1. STRATIFIED SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, LOST PROFITS OR OTHER INTANGIBLE LOSSES), UNDER ANY THEORY OF LAW INCLUDING UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY, BREACH OF ANY STATUTORY DUTY, OR OTHERWISE ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICE PROVIDED TO CUSTOMER (EVEN IF DATARAILS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE).

9.2. NOT WITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, STRATIFIED’ TOTAL AGGREGATE LIABILITY TO CUSTOMER OR ANY OTHER PARTY FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNTS ACTUALLY RECEIVED BY STRATIFIED FROM THE CUSTOMER FOR THE SERVICE PROVIDED TO THE CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE CIRCUMSTANCES FIRST GIVING RISE TO THE CLAIM OF LIABILITY.THIS LIMITATION OF LIABILITY IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THESE TERMS OF SERVICE BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS SHALL NOT ENLARGE THE LIMIT.

9.3. The Customer agrees that regardless of any statute or law to the contrary, any claim or cause of action it may have arising out of or related to use of the Service or otherwise under these Terms of Service must be filed within two (2) years after such claim or cause of action arose or the Customer hereby agrees to be forever barred from bringing such claims.

9.4. These Terms of Service shall not confer any rights or remedies upon any person or entity on behalf of the Customer other than the Customer.

10. Publicity

Customer agrees that Stratified may, during the Term, identify Customer as a customer of the Service, and display Customer’s name and/or logo (“Customer Marks“) on the Stratified site, in press releases and in Stratified’s published marketing materials, solely in connection with the Service and such identification. Customer retains all title in and to Customer Marks, and all goodwill developed from such use shall be solely for Customer’s benefit.

11. Term and Termination

11.1. Term. The Terms of Service shall become effective following activation of the account and shall continue until terminated by either party as provided in these Terms of Service.

11.2. Termination for Convenience. As detailed in the terms of registration.

11.3. Termination for Cause. Either party may terminate these Terms of Service upon written notice to the other party if (a) the other party commits a material breach of these Terms of Service; or (b) one or more of the following events occur(s): (i) appointment of a trustee or receiver for all or any part of the assets of the other party; (ii) insolvency or bankruptcy of the other party; (iii) a general assignment by the other party for the benefit of creditor(s); or (iv) dissolution or liquidation of the other party, such termination shall be immediately.

11.4. Consequences of Termination. Upon expiration or termination of these Terms of Service, (a) Customer’s rights to access and use the Service will immediately terminate and Customer will immediately cease all use of the Service..

11.5. For the avoidance of doubt, expiration or termination of these Terms of Service for any reason shall not relieve Customer from Customer’s obligation towards Stratified under these Terms of Service

11.6. Sections ‎6, ‎8.6, ‎11 and ‎13 shall survive expiration or termination of these Terms of Service.

12. General

12.1. This Agreement and Registration, represent the complete agreement concerning the Service between Customer and Stratified and supersede all prior agreements and representations related to the subject matter hereof.

12.2. Section headings are provided for convenience only and have no substantive effect on construction.
12.3. Neither party shall be liable for any failure to perform due to causes beyond its reasonable control.

12.4. Stratified reserves the right at any time to modify these Terms of Service. Any such modification will be effective immediately upon posting the amended Terms of Service on Stratified’s website or by sending an electronic mail to the Customer to onboarding@stratified.io. The Customer’s continued use of the Service after the effective date of any such modification will be deemed acceptance of such modified these Terms of Service.

12.5. These Terms and any rights granted hereunder, may not be transferred or assigned by either party without the other party’s prior written consent; provided, however, that each party may assign these Terms in whole to a successor in connection with a merger, consolidation, or acquisition of all or substantially all of the assigning party’s assets.

12.6. The relationship of the parties is solely that of independent contractors, and nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party.

12.7. If any provision is held to be unenforceable, these Terms of Service shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future. No waiver by either party of any default shall be deemed a waiver of any prior or subsequent default of the same or other provisions of these Terms of Service, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
All disputes arising out of these Terms of Service will be subject to the governing law of the state of Israel and the exclusive jurisdiction of the competent courts located in the city of Tel Aviv – Jaffa.
The parties agree and submit to the personal and exclusive jurisdiction and venue of these courts, except that nothing will prohibit either party from instituting an action in any court of competent jurisdiction to obtain injunctive relief or protect or enforce its intellectual property rights. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms of Service.

12.8. Notices and all other communications provided for in these Terms of Service shall be in writing and shall be deemed to have been duly given when personally delivered or sent by email (onboarding@stratified.io if to Stratified, and the email provided by the Customer as part of the Registration), provided that the recipient confirmed the receipt of such notice, or certified mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the respective Order Form or last given by each party to the other. Such notice, demand or other communication shall be deemed given (a) if sent by an email – one business day following the sending the email; (b) at the expiration of seven (7) days from the date of mailing by registered mail; or (c) immediately if delivered by hand.

Last modified: May 18, 2022