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Oxillon

Terms and Conditions
 

These terms and Conditions (the “Agreement”) constitute a binding legal agreement between Oxillon Ltd., an Israeli limited liability company, having its main place of business at 65 Yigal Alon St. Tel Aviv, Israel (“we”, “us”, “our” or “Oxillon”) and the entity and/or individual using the Services (as such term defined below) (“you” or “your”) (Each of Oxillon and you, a “Party” and together, the “Parties”). This Agreement is effective as of the date you accepted it, either by checking the “I agree” box or by using the Platform and/or the Services (the “Effective Date”).

 

IN ORDER TO USE THE PLATFORM AND/OR THE SERVICES, YOU MUST AGREE TO ABIDE BY THIS AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU ARE A NEW USER OF THE PLATFORM, YOU WILL BE REQUIRED TO ACCEPT THIS AGREEMENT IN ORDER TO COMPLETE THE REGISTRATION PROCESS. BY CHECKING THE “I AGREE” BOX, YOU ACCEPT AND AGREE TO BE BOUND BY ALL OF THE PROVISIONS OF THIS AGREEMENT, INCLUDING THOSE INCORPORATED BY REFERENCE. DO NOT CHECK THE “I AGREE” BOX IF YOU DO NOT AGREE WITH THIS AGREEMENT OR ANY PROVISION THEREOF AND YOU WILL NOT BECOME A USER AND WILL NOT BE AUTHORIZED TO ACCESS, OR USE, THE PLATFORM.

 

YOU HEREBY CERTIFY TO US THAT YOU ARE AN AUTHORIZED REPRESENTATIVE OF THE CUSTOMER SPECIFIED IN THE APPLICABLE REGISTRATION FORMAND AUTHORIZED TO ENTER INTO THIS TYPE OF AGREEMENT WITH US.

YOU WILL BE ASSUMING FULL AND SOLE RESPONSIBILITY FOR ALL USE OF THE PLATFORM OCCURRING UNDER YOUR ACCOUNT;

 

YOUR CONTINUED USE OF THE PLATFORM CONSTITUTES FULL ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

 

 

  1. Definitions

    1. “Intellectual Property Rights” shall mean any and all inventions, patents, design rights, service marks, logos, trade secrets, database rights, domain names, moral rights, trademarks and copyrights of any kind and any other form of related protection, registrable or otherwise, statutory or otherwise, including applications for any of the foregoing, wherever in the world.

    2. “Platform” shall mean Oxillon’s cloud-based platform found at Oxillon.cloud which allows the usage of audiences lists

    3. “Services” shall mean any services provided by the Platform, and other services identified in the Order Form signed by the parties. 

    4. “Subscription Fee” shall mean the respective amounts payable to Oxillon per one Subscription Term (according to the Subscription Term in the Subscription Plan you subscribed for) of use of the Platform and/or the Services, depending on the Subscription Plan you subscribed for.

    5. “Subscription Plan” shall mean that certain combination, marked and chosen by you in a registration form, order form or similar, filled while registering to the Platform, or while using the Platform, allowing you to use certain aspects of the Services.

    6. “Subscription Term” shall mean the set subscription period during which you are allowed to use the Platform, depending on the Subscription Plan you subscribed for.

  2. The Services

    1. You may access the Platform under this Agreement, and subject to all other terms and conditions stipulated hereto, in accordance with the Subscription Plan you subscribed for.

    2. To access the Platform, you must register for an account (your “Account”) by providing  any information required to complete the registration process.

  3. Your Responsibilities, Obligations and Restrictions

    1. You are solely responsible for all activity occurring under your Account and with your use of the Services. You shall notify us immediately of any unauthorized use of any password or account or any other known or suspected breach of security, and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by you.

    2. You are obligated to use the Services only for lawful purposes as explicitly set forth herein. Your responsibility includes compliance with all applicable local, state, national and foreign laws, treaties and regulations relating to your use of the Services, including those related to the protection of intellectual property, data privacy, international communications and the transmission of technical or personal data. You agree to hold us harmless from all consequences of any breach of the foregoing responsibility howsoever arising.

    3. You may not and may not permit others to:

(i) access the Platform or use the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes; (ii) license, sublicense, sell, resell, transfer, assign, distribute, display, disclose or otherwise commercially exploit or make available to any third party, the Services; (iii) copy, modify, adapt, translate or make derivative works based upon the Services; (iv) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of any part of the Platform; (v) create Internet “links” to the Platform or “frame” or “mirror” any content thereof on any other server, wireless or Internet-based device; (vi) do anything that encourages conduct which would constitute a criminal offense, or which encourages or may encourage “hacking” or “cracking” or which gives rise to civil liability or otherwise violate any applicable local or international law; (vii) send spam via the Platform or otherwise duplicative or unsolicited messages in violation of applicable laws; (viii) send via or store on the Platform infringing, obscene (including pornography, violence, terror, etc.), threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (ix) send via or store on the Platform material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs; (x) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (xi) attempt to gain unauthorized access to the Platform or its related systems or networks; (xii) remove, deface, obscure, or alter Oxillon’s or any third party’s identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Services; or (xiii) use the Services other than for your reasonable internal business purposes.

  1. Availability

    1. Oxillon shall make commercially reasonable efforts to ensure that the Platform and the Services under the Subscription Plan you subscribed for, will be accessible and functional on a continuous basis, twenty-four (24) hours per day, seven (7) days per week, with the exception of scheduled maintenance periods. The foregoing notwithstanding, you acknowledge and agree that the Platform and Services may be inaccessible or inoperable at any time and for any reason, including without limitation due to equipment malfunctions, unscheduled maintenance or repairs, or causes that are beyond Oxillon’s control or not foreseeable by Oxillon, including without limitation interruption or failure of telecommunication or digital transmission links, network congestion or other failures. You acknowledge that since certain functions of the Platform and/or Services are dependent on the use and/or integration with third parties platforms and/or services, Oxillon shall not be responsible in any way for interruption in the performance of the Platform and/or Services which occur as a result of change, modification or technical problem, of or related or caused by such third party platforms or services.

    2. If the Platform and/or Services become inaccessible or are not fully functional, other than due to scheduled maintenance or causes that are beyond Oxillon’s control or as otherwise provided for under Section 4.1 above, Oxillon shall have qualified personnel respond and endeavor to remedy such unavailability or failure of functionality as soon as reasonably possible. In the event that Oxillon is unable to remedy the failure within ten (10) business days from your notification of a failure of the Platform and/or Services to perform properly and, if as a result of the failure material features or functions of the Platform and/or Services are unable to operate (a “Significant Failure”), then, at Oxillon’s option, Oxillon will either continue to endeavor to remedy the failure to the Parties’ mutual satisfaction for another ten (10) business days so that the Platform and/or Services will perform substantially in accordance with the terms of this Agreement, or terminate the this Agreement without entitling you to any right, claim or demand in that respect. If a Significant Failure occurs and Oxillon cannot remedy the failure after ten (10) business days following identification of the reported error, then you shall have the sole right of terminating this Agreement by providing Oxillon with fourteen (14) days written notice requesting such termination. In the event that the failure that is the subject of your notice is not a Significant Failure, the time period above with respect to remedying the failure shall be thirty (30) days.

 

  1. Oxillon may make modifications, additions and upgrades to the Platform and/or Services, as it deems necessary and the terms of this Agreement will apply to any updates that Oxillon may make available to you.

  1. Intellectual Property Rights

    1. All right, title and interest, including all related Intellectual Property Rights in the Platform and the Services, including without limitation, in any of its underlying content, materials, software, Confidential Information, know-how, API, design, text, media, methodologies, artwork, names, (excluding your Content), any and all related or underlying technology and any modifications, improvements, development or derivatives thereof, in whole or in part, belongs to Oxillon (and/or its suppliers and/or licensors, when applicable). Without derogating from the above, it is hereby clarified that Oxillon owns any and all right, title and interest, including all related Intellectual Property Rights in content, extracts and outputs of the Platform and the Services, including, without limitation, any company data, companies lists, reports, contact details and any other data provided through the Platform and the Services regarding companies, individuals, industry insights and analysis (collectively the “Protected Output”). If any Protected Output is provided by Oxillon, you shall only be granted with a non-exclusive, non-transferable license to use such Protected Output solely for your own internal purposes.    

    2. This Agreement does not convey to you any interest in or to the Services and/or the Platform, except for a limited right of use as set forth herein, terminable in accordance with this Agreement. It is not an agreement for the sale of the Protected Output to you, and no title to the Protected Output passes to you.

    3. You acknowledge that any and all trademarks, trade names, logos, service marks, or symbols used by Oxillon to identify the Platform and the Services (our “Marks”) belong to us (and/or our suppliers and/or licensors, when applicable), and that any use of any of our Marks without the prior written permission of their owners is strictly prohibited.

    4. Any content that is created, processed, uploaded, submitted, collected and stored by you while using the Platform and the Services (your “Content”) belongs to you. You acknowledge that any decision to upload Content via the Platform is at your responsibility and you hereby grant Oxillon and its Sub-Processors (as defined below) an irrevocable, perpetual, non-exclusive, worldwide, royalty-free, fully paid, sub-licensable right and license to access, use, process, copy, download, store, distribute, publicly perform, display and create derivative works of your Content, solely for the purpose of providing the Services. You represent and warrant that: (i) you own or have all the required licenses, rights, consents, approvals and permissions to grant Oxillon the aforementioned right and license; (ii) any Content that you upload and any use thereof do not and shall not violate any applicable laws, including those related to data privacy or data transfer and export or any policies and terms governing such Content; and (iii) you shall not upload via the Platform any sensitive data that is protected under a special legislation and requires unique treatment.

    5. It is hereby clarified, that Oxillon retains all rights to: (i) any aggregated insights learned by Oxillon from any use of the Services (the “Insights”); and (ii) any suggestion, comment or idea received from you for improving or otherwise modifying any part of the Services (the “Feedback”), and nothing shall prevent or restrict Oxillon from using in any way such Insights and/or Feedback.

  2. Warranties, Limitation of Liability, Indemnification

    1. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT THE PLATFORM AND THE SERVICES ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS-AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY OXILLON, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, CONTRACTORS OR THE LIKE (“ANYONE ON ITS BEHALF”) SHALL CREATE OR CONSTITUTE ANY FORM OF WARRANTY. ACCORDINGLY, YOU AGREE THAT THE USE OF THE PLATFORM AND THE SERVICES IS AT YOUR SOLE RISK, AND THAT NEITHER OXILLON NOR ANYONE ON ITS BEHALF DO AND CAN WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING OUR PLATFORM AND/OR SERVICES NOR THAT THE OPERATION OF THE PLATFORM AND/OR SERVICES WILL BE ERROR FREE OR MEET ANY REQUIREMENTS.

  1. Oxillon is not and shall not be liable to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of, or relating to, this Agreement and/or the Platform and/or the Services.

UNDER NO EVENT SHALL OXILLON BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF OXILLON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE PLATFORM AND/OR THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM AND/OR SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM AND/OR SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE PLATFORM AND/OR THE SERVICES, TO ANY PARTY.

You may, however, have additional rights under certain laws that do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If such laws apply, our exclusions or limitations shall apply to the fullest extent provided by the applicable laws.

  1. IN NO EVENT SHALL THE ENTIRE LIABILITY OF OXILLON AND ANYONE ON ITS BEHALF FOR ALL DAMAGES, LOSSES, CLAIMS AND COSTS, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE AGGREGATE AMOUNT ACTUALLY PAID BY YOU TO OXILLON DURING THE IMMEDIATELY PRECEDING ONE (1) YEAR PERIOD.

  2. You are solely responsible for your actions when using the Platform and/or the Services, and therefore, notwithstanding the above, you shall indemnify, defend, and hold harmless Oxillon, its directors, officers, employees and agents and their respective successors, heirs and assigns (each, an “Oxillon Indemnitee”), against any liability, damage, loss, or expense (including reasonable attorneys’ fees and expenses of litigation) incurred by or imposed upon any of the Oxillon Indemnitees in connection with any claims, suits, actions, demands or judgments  arising out of any theory of liability (including without limitation actions in the form of tort, warranty, or strict liability and regardless of whether such action has any factual basis) concerning any act or omission of you: (a) in connection with the Platform and/or Services; (b) which are in breach of any applicable law; (c) which constitutes a breach of this Agreement; or (d) which are in violation of any rights of any third party.

  1. Confidentiality

    1. For purposes of this Agreement, "Confidential Information" shall mean any and all non-public business, product, technology and marketing data and information, whether written, oral or in any other medium disclosed or otherwise provided by Oxillon to you, that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall not include any information which you can prove: (a) is publicly available at the time of disclosure or subsequently becomes publicly available through no act or omission of you in breach of this Agreement; (b) is already known to you at the time of disclosure; (c) is disclosed to you by a third party who is not, to your knowledge, in breach of an obligation of confidentiality; (d) was or is independently developed by you without use of or reliance upon the Confidential Information; or (e) is compelled to be disclosed pursuant to a court order, provided you have provided Oxillon prompt notice thereof.

    2. You undertake and warrant that: (i) you shall hold the Confidential Information in high confidence and shall take all reasonable steps to safeguard and protect the Confidential Information including, without limitation, those steps that you take to protect your own confidential information of a similar nature; and (ii) you shall not disclose or otherwise provide any Confidential Information to any third party without the prior written consent of Oxillon, except to those of its employees who have a need to know such Confidential Information for the purpose of fulfilling this Agreement and provided that such employees are bound by written confidentiality obligations which are at least as restrictive as those contained herein.

    3. You agree that we may list you as a customer and reproduce your logo and registered trademark online or in printed materials solely to indicate that you are or were a user of the Platform and/or the Services, unless and until you provide us with a written notice not to do so.

  2. Fees and Payments

    1. You hereby expressly authorize Oxillon, directly or through any third-party payment processing service, to charge the Subscription Fees (which unless stated otherwise shall be stated in USD) for each respective Subscription Term, at the beginning of the applicable Subscription Term and in each month, quarter or year thereafter, depending the Subscription Plan you subscribed for. Unless expressly provided herein, the Subscription Fees shall be non-refundable.

    2. Unless cancelled prior to its expiration, the Subscription Plan you registered for, shall be automatically extended and renewed by default for consecutive terms, each shall be equal in time to the Subscription Term (and considered for all purposes as “Subscription Term”) and you will be charged (using the payment information you provided us) for such extended Subscription Term with the respective Subscription Fees, at their then-current rate.

    3. We reserve the right to modify the Subscription Fees at any time, provided that any increase of the Subscription Fees shall only become effective as of the commencement of your following Subscription Term and after notifying you of such increase at least thirty (30) days prior the end of your then-applicable Subscription Term.

    4. Unless agreed otherwise by Oxillon, all Subscription Fees shall be paid through credit card. You shall provide Oxillon with complete and accurate billing and contact information and you agree to provide us with an update for this information within thirty (30) days of any change. If the information you have provided is false or fraudulent, Oxillon reserves the right, without derogating from other remedies available to it under applicable law or this Agreement, to terminate your access to the Platform.

    5. All Subscription Fees are exclusive of taxes, levies, duties or similar governmental assessments of any kind (excluding taxes based on Oxillon’s income) and you are solely responsible for payment of any such taxes (including VAT, if applicable).

    6. Without derogating from any remedies available to us under this Agreement or any applicable law, you will be charged with interest of 1.5% per month (or the maximum permitted by law, whichever is less) on any outstanding debt you owe us, plus all expenses suffered by us, including without limitation legal fees, in connection with the collection of such debt.

  3. Third Parties

    1.  You acknowledge that the Services are hosted and made available by certain sub-processors of Oxillon (each, a “Sub-Processor”). Oxillon may remove, add or replace its Sub-Processors from time to time, at its sole discretion.

    2. The Platform may contain links to other third-party services or may enable you to access, engage and procure certain services and products provided by third parties (each, a “Third-Party Service”). You acknowledge and agree that regardless of the manner in which such Third-Party Services may be presented or offered to you, Oxillon does not endorse any such Third-Party Services, or shall be in any way responsible or liable with respect to any such Third-Party Services.

    3. In order to provide some elements of the Services, Oxillon may be required to accept certain third-parties terms and conditions, as an agent on your behalf (each such terms and conditions, “Third Party Terms”). You agree (i) that Oxillon may accept any such Third Party Terms, as an agent on your behalf; (ii) to comply with all such Third-Party Terms; and (iii) to assume towards Oxillon, back to back, any obligations and liabilities that Oxillon may have towards the relevant third party under the Third Party Terms.

  4. Term, Termination and Effect of Termination

    1. This Agreement shall become effective as of the Effective Date and shall maintain in effect for the Subscription Term, unless terminated earlier according to Sections 10.2 or 10.4 below.

    2. Both you and us may terminate this Agreement, at any time, for any or no reason (“Termination for Convenience”) by providing the other party with 30 (thirty) days prior written notice.

    3. In case of Termination for Convenience made by us, you shall be entitled to receive, as exclusive remedy, a refund equal to the proportional portion of the Subscription Fee already paid to us for the current Subscription Term. In case of Termination for Convenience made by you, you shall not be entitled to any refund whatsoever.

    4. Without derogating from our right to exercise Termination for Convenience, we shall also be entitled to terminate this Agreement by a written notice with immediate effect in the following events:

      1. If you are in breach of any of your obligations under this Agreement and did not cure such breach within seven (7) days of receiving a written notice specifying such breach.

      2. If any, current or future, governmental (national, state or local) regulations prevent the continuation of the provision of the Services to you under this Agreement.

    5. Upon termination of this Agreement, for any reason whatsoever, the following terms shall apply:

      1. All rights granted to you, shall terminate automatically without you being entitled to receive any payment or refund of any fee paid by you (unless specifically expressed otherwise in this Agreement).

 

  1. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of you to pay Subscription Fees incurred before termination; (b) Sections 5 (Intellectual Property Rights), 6 (Warranties, Limitation of Liability, Indemnification), 7 (Confidentiality) and 12 (Miscellaneous); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.

  2. Miscellaneous

    1. Privacy Policy. This Agreement is subject to the Privacy Policy of Oxillon which is set forth on Our website https://www.oxillon.com/privacy and constitutes an integral part of this Agreement.

    2. Enforceability. In the event that any provision of this Agreement is invalid or unenforceable under any law, such provision shall be totally ineffective to that extent, but the remaining provisions of this Agreement will be unaffected.

    3. No Waiver. No delay or omission on the part of Oxillon in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on any one occasion shall not be construed as a bar to or a waiver of any right on any future occasion.

    4. Governing Law. This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of Israel, without reference to conflict of laws principles. You hereby irrevocably subject yourself to the exclusive jurisdiction of the courts located in the district of Tel-Aviv, Israel in connection with any action or controversy relating to the Services, or this Agreement.

    5. Notices. Any Notice to be given pursuant to this Agreement shall be sent by you to us via Registered Mail to the address stipulated above, or via e-mail to the following E-mail: info@oxillon.com and shall be deemed received by us: if sent via registered mail – seven (7) business days after being sent, and if sent via e-mail – two (2) business days after you get confirmation it has been received by us. Any notice to be given to you shall be made via registered mail or e-mail address, to the address and e-mail you filled in the registration form, order form or similar and shall be deemed received by you: if sent via registered mail – seven (7) business days after being sent, and if sent via e-mail – two (2) business days after being sent.

    6. Whole Agreement. This Agreement, including the provisions incorporated by reference, constitutes the sole and entire agreement with respect to the provision of the Services to you.

    7. Modifications. We may change the terms of the Platform and/or the Services, and this Agreement, from time to time, by posting a modified copy of this Agreement on the Platform, or by otherwise notifying you. These changes will be effective and binding as of posting of the notice; unless a different effective date is specified. We therefore recommend you to enter, from time to time, to our website in order to review information concerning such modifications. YOUR CONTINUED USE OF THE PLATFORM AND/OR THE SERVICES FOLLOWING DELIVERY AND/OR POSTING OF A NOTICE OF MODIFICATION SHALL BE CONCLUSIVELY DEEMED AN ACCEPTANCE OF SUCH MODIFICATION. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU MUST TERMINATE THIS AGREEMENT IMMEDIATELY, AND NOTIFY US IMMEDIATELY SO THAT A TERMINATION OF YOUR ACCOUNT MAY BE PROCESSED, AND SUCH TERMINATION IS YOUR ONLY RECOURSE.

    8. Assignment. Oxillon may assign or transfer at any time any of its rights and/or obligations hereunder to any third party without your consent. Your rights and/or obligations under this Agreement may not be assigned or transferred in any other way, by operation of law or otherwise without prior written consent of Oxillon.

 

 

Please review our Privacy Policy page as well

Last updated: November 2022

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