Terms of Use and Service

1. Acceptance of the Terms

1. 1.1

   By accessing the Website or the Platform, using the Services, placing an online order or signing an Order Form that refers to these Terms, the User and Customer, as applicable, agree to be bound by these Terms.

2. 1.2

   A person who accepts these Terms on behalf of a company, corporation or other entity represents that he or she is authorized to bind such entity to these Terms. In such case, the term "Customer" means such entity.

3. 1.3

   The Services are intended solely for Users 18 years of age or older who use them in the course of their business or professional activities.

2. Orders and Services

1. 2.1

   Customer may purchase access to the Services through a Struct order form, whether signed physically or electronically, through an order placed on the Website or the Platform, or in any other manner approved by Struct ("Order Form").

2. 2.2

   The Order Form shall specify, as applicable, the Services purchased, the Service Term, the number of Authorized Users, the fees and payment terms, and any additional commercial terms agreed between the parties.

3. 2.3

   Each Order Form constitutes an integral part of these Terms. In the event of a conflict between an Order Form and these Terms, the Order Form shall prevail solely with respect to the specific matter to which the conflict relates, unless expressly provided otherwise in the Order Form.

4. 2.4

   Any terms contained in a purchase order, form or other document of Customer shall not apply to the Services unless Struct has expressly agreed to them in advance and in writing.

3. Right to Use the Services

1. 3.1

   Subject to payment of the applicable fees and to Customer's compliance with these Terms and the Order Form, the Company grants Customer, for the duration of the applicable Service Term, a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Services for its internal business purposes and in accordance with the scope of use set forth in the Order Form.

2. 3.2

   Customer is responsible for all Users to whom it allows access to the Services and for ensuring that their use of the Services is in accordance with these Terms.

3. 3.3

   Each User is responsible for maintaining the confidentiality of his or her login credentials. Transferring login credentials, or permitting the account to be used by any person who is not an Authorized User, is prohibited.

4. 3.4

   The addition of Users, services, modules or functions beyond the purchased scope may be subject to additional payment and to the Company's consent.

4. Permitted Use and Restrictions

1. 4.1

   Customer and the Users shall use the Services for lawful purposes only and in accordance with applicable law and the professional obligations that apply to them.

2. 4.2

   Unless the Company has approved otherwise in advance and in writing, no person may:

   1. (a)sell, lease, transfer, sublicense or make the Services available to any third party;
   2. (b)copy, modify, reverse engineer, disassemble or attempt to gain access to the source code, algorithms or non-public components of the Services;
   3. (c)use the Services in a manner that may harm their operation, their security, or the rights of Struct or of any third party;
   4. (d)engage in scraping, crawling, data mining, use of bots, load testing, penetration testing or benchmarking of the Services without the Company's approval in advance and in writing;
   5. (e)use the Services, the usage data or the Outputs for the purpose of developing, training, improving or commercializing a competing product, service or model;
   6. (f)upload or transmit content that violates any law, intellectual property rights, privacy, confidentiality or third-party rights; or
   7. (g)circumvent usage limitations, billing, permissions, security or access mechanisms of the Services.

5. Fees and Payment

1. 5.1

   The Service Fees, the Service Term and the payment terms shall be as set forth in the applicable Order Form.

2. 5.2

   Unless otherwise provided in the Order Form, all amounts are exclusive of VAT or other taxes applicable to the transaction, which shall be borne by Customer in accordance with the law.

3. 5.3

   Unless expressly provided otherwise, payments made are non-refundable.

4. 5.4

   In the event of non-payment of any amount that has fallen due, Struct shall be entitled, after giving notice to Customer and a reasonable opportunity to settle the payment, to suspend access to the Services until the payment is settled.

6. Content and Customer Data

1. 6.1

   In the course of using the Services, Customer, as well as anyone acting on its behalf who uses the Services, may upload documents, plans, reports, data and other materials ("Customer Data").

2. 6.2

   All rights in the Customer Data shall remain the property of Customer or of their lawful owners, as the case may be.

3. 6.3

   Customer grants the Company and anyone acting on its behalf a non-exclusive, worldwide, royalty-free license to use, process, copy, store, transmit and technically modify the Customer Data, to the extent required for the provision, operation, security, maintenance, support and improvement of the Services, fraud prevention and compliance with law.

4. 6.4

   Struct may create, retain, use and commercialize statistical, aggregated, anonymous or de-identified information, including for purposes of analysis, security, and development and improvement of the Services, provided that such information does not reasonably identify Customer or any person.

5. 6.5

   Customer represents that it holds all rights, permissions and consents required under any applicable law for providing the Customer Data to Struct and for the use thereof in accordance with these Terms.

6. 6.6

   Customer is responsible for the content, legality and accuracy of the Customer Data it provides. Struct is not obligated to review or verify the Customer Data.

7. Privacy and Information Security

1. 7.1

   The processing of personal information by Struct shall be carried out in accordance with the Company's Privacy Policy, as updated from time to time, which is available on the Company's Website.

2. 7.2

   The Company shall take reasonable security measures designed to protect information under its control against unauthorized access, use or disclosure.

3. 7.3

   Customer is responsible for ensuring that its use of the Services, and the use of the Services by anyone acting on its behalf, including the uploading of personal information or third-party information, is carried out in accordance with applicable law.

8. Intellectual Property

1. 8.1

   All rights in the Services and in every component thereof, including the software, algorithms, models, design, interfaces, documentation, graphics, names and trademarks, are and shall remain the property of Struct or its licensors, as the case may be.

2. 8.2

   Except for the limited right of use expressly granted in these Terms, nothing in these Terms shall transfer to Customer or to any User any proprietary right in the Services.

3. 8.3

   Suggestions, comments or feedback provided by Customer in connection with the Services may be used by Struct for the purpose of developing and improving the Services, without any obligation to Customer on account of such use.

9. Confidentiality

1. 9.1

   Each party shall keep confidential any non-public business, commercial or technological information disclosed to it by the other party in connection with the Services, and shall not use such information except for the purpose of the engagement between the parties and to the extent required for that purpose.

2. 9.2

   This undertaking shall not apply to information that has become part of the public domain other than as a result of a breach of a confidentiality obligation, information that was lawfully in the possession of the receiving party before its disclosure, information lawfully received from a third party without a duty of confidentiality, or information that is required to be disclosed by law.

10. The Service and Its Outputs

1. 10.1

   Customer hereby confirms that it is aware, and agrees, that the Company, in providing the Services, may use, among other things, automated technologies and artificial intelligence, and may rely on information received from Customer or from other sources.

2. 10.2

   The Company does not undertake that any analysis, result, report, recommendation or information generated through the Services will be complete, accurate, up to date or error-free.

3. 10.3

   The Services are intended to provide support tools and professional information, and do not constitute a substitute for independent professional judgment, legal, planning, engineering or other professional advice, the approval of a competent authority, or an official regulatory decision.

4. 10.4

   Customer is responsible for independently reviewing and verifying information and Outputs generated through the Services before relying on them for the purpose of any material decision.

5. 10.5

   The Company may update, modify and improve the Services and their functionality from time to time.

6. 10.6

   Outputs may be erroneous, partial, outdated, incomplete, biased or unsuitable for a particular purpose, and are not necessarily unique or exclusive to Customer.

7. 10.7

   Customer is solely responsible for any reliance, use, distribution or decision made on the basis of any Output, and for the human and professional review of every Output prior to its use.

8. 10.8

   The Company may change, replace, remove or update, at its discretion, models, artificial intelligence components, third-party providers and functionality of the Services.

11. Availability and Warranty

1. 11.1

   The Company shall act reasonably to make the Services available to Customer during the Service Term, but does not undertake that the Services will be available continuously or free of interruptions, errors or malfunctions.

2. 11.2

   Except as expressly set forth in an Order Form, the Services are provided "AS IS" and "AS AVAILABLE," and, to the maximum extent permitted by law, Struct makes no further representations or warranties, express or implied, with respect to the Services.

3. 11.3

   Unless otherwise agreed in an Order Form, Struct does not commit to any particular service level, response time or SLA.

12. Limitation of Liability and Indemnification

1. 12.1

   To the maximum extent permitted by law, Struct shall not be liable for any indirect, special, incidental or consequential damages, for any loss of profits, revenues, business opportunities, goodwill or data, or for any business interruption, arising out of the Services or the use thereof.

2. 12.2

   In any event, the total aggregate liability of Struct and anyone acting on its behalf, in connection with these Terms, any Order Form and the Services, shall not exceed the amounts actually paid by Customer to Struct for the relevant Services during the twelve months preceding the first event giving rise to the liability.

3. 12.3

   Customer shall indemnify the Company, its affiliates, employees, officers and suppliers for any claim, damage, loss, fine, cost or expense arising from Customer Data, from infringement of third-party rights, from violation of law or privacy, or from use of the Services by Customer or anyone acting on its behalf contrary to these Terms.

13. Term, Suspension and Termination

1. 13.1

   The Service Term shall be the period set forth in the applicable Order Form.

2. 13.2

   Struct may suspend access to the Services if their use breaches these Terms, creates a real risk to the security of the Services or to other Users, or is carried out unlawfully.

3. 13.3

   Either party may terminate an engagement with respect to an Order Form in the event of a material breach by the other party that has not been cured within 30 days of receipt of written notice requiring its cure. Struct may terminate the engagement immediately if the breach is incapable of cure, is repeated, or creates a material risk to Struct, to the Services or to a third party.

4. 13.4

   Upon termination or expiration of the Service Term, Customer's right to access and use the Services shall lapse.

5. 13.5

   Struct shall be entitled to delete Customer Data after the Services end, subject to applicable law and the Privacy Policy.

14. Changes to the Terms

1. 14.1

   Struct may update these Terms from time to time. The date of the most recent update will appear at the top of this document.

2. 14.2

   A change to the Terms that materially and adversely affects Customer's rights shall not apply to a paid Service Term that has already begun, unless the change is required by law or unless otherwise agreed with Customer.

3. 14.3

   Continued use of the Services after an updated version of the Terms takes effect shall constitute acceptance of the updated Terms.

15. Governing Law and Jurisdiction

1. 15.1

   These Terms and any Order Form shall be governed by the laws of the State of Israel.

2. 15.2

   Exclusive jurisdiction over any matter arising out of or relating to them shall be vested in the competent courts of Tel Aviv-Jaffa.

16. General Provisions

1. 16.1

   These Terms, together with the Order Forms and the Privacy Policy, constitute the entire agreement between Struct and Customer with respect to the Services, unless the parties have expressly entered into a separate agreement providing otherwise.

2. 16.2

   Customer may not transfer or assign its rights or obligations under these Terms without Struct's consent in advance and in writing.

3. 16.3

   Failure to exercise a right under these Terms shall not be deemed a waiver of that right.

4. 16.4

   If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of the Terms shall continue in effect.

17. Contact Us

For questions regarding these Terms, you may contact Struct at: