InfiniGrow Ltd. (“InfiniGrow“, “us“, “our“, or “we“) is happy to offer you the opportunity to use its proprietary revenue marketing platform (“Platform“) and the services available thereon (“Services“) subject to these Terms of Service (“Terms“).

If you represent a company that has entered into an Order Form with InfiniGrow that references these Terms (“Customer” and “Order Form“, respectively), your use of the Platform and Services is subject to the Order Form and these Terms (together, the “Agreement“). “You” means an individual using the Platform and/or Services either as a representative of a Customer or as an employee accessing a Customer’s account (“Employee“). Our Privacy Notice governs our collection, processing and transfer of your Personal Data (as defined therein).

In the event of a conflict between these Terms and the Order Form, the provisions of the Order Form shall prevail.

1. Use of Platform and Services
   • 1.1.Subject to these Terms and the Order Form, if applicable to you. InfiniGrow grants you a non-exclusive, non-transferrable right to use the Platform and Services solely for Customer’s internal business purposes. Use of and access to the Services is void where prohibited.
   • 1.2.You acknowledge that InfiniGrow does not provide business marketing plans and does not own, sell, resell, furnish, provide, manage and/or control any marketing information, services and/or analysis, but only recommends certain marketing plans.

2. Representations and Warranties
   • 2.1.Infinigrow represents that (a) it is duly organized under applicable law, (b) it has the authority to enter into this Agreement; (c) the execution and performance of this Agreement does not conflict with any contractual obligations it has to any third party or with any legal requirement; and (d) it will use commercially reasonable efforts to provide the Services faithfully, diligently, and with skill and ability in accordance with industry standard.
   • 2.2.If you represent the Customer, you represent and warrant in the name of the Customer that (a) it is duly organized under applicable law and has the authority to enter into this Agreement; (b) the execution and performance of this Agreement does not conflict with any contractual obligations it has to any third party or legal requirement; and (c) throughout the Term (as defined in the Order Form), it shall comply with all applicable law and shall maintain all necessary rights and consents required under applicable law in order to provide Personal Data to InfiniGrow, including Personal Data provided for registration purposes, and, if relevant, to allow it to provide its services as a Processor (as defined in the DPA) and it shall ensure that a record of such consents is maintained.
   • 2.3.If you are using the Platform as an Employee of a Customer, you represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older and have the ability to form a binding contract; (d) your use of the Platform Services does not violate any applicable law, regulation, or obligation you may have to a third party; and (e) you shall comply with applicable laws, regulations, guidelines, and these Terms throughout your use of the Platform and/or Services.

3. Privacy and Data Processing.
   • With respect to Personal Data (as defined in the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR“)) relating to Employees or otherwise provided as part of Customer Materials (defined below), the Customer shall be considered a Controller (as defined in the GDPR) of such Personal Data and InfiniGrow shall be considered a Processor. Customer and InfiniGrow shall be deemed to have entered into the Data Processing Agreement attached to the Order Form and available at https://infinigrow.com/dpa (“DPA“), the terms of which are incorporated herein by reference.

4. Employee Accounts
   • 4.1.In order to use the Platform and Services as an Employee, you will need to have a registered account. To complete the registration process, you must provide all registration information as requested by us. Some of the requested information may be optional but providing it may assist us in providing improved Services.
   • 4.2.InfiniGrow may refuse to open an account for any Employee at its sole discretion, all subject to applicable law.
   • 4.3.You agree to notify InfiniGrow immediately of any unauthorized use of your InfiniGrow account or password. You are fully and solely responsible for the security of your computer system, mobile device, and all activity on your account, even if such activities were not committed by you. InfiniGrow will not be liable for any losses or damage arising from unauthorized use of the Platform. We do not police for and cannot guarantee that we will learn of or prevent, any inappropriate use of the Platform or Services.
   • 4.4.InfiniGrow may terminate or suspend any Employee account and may take any other corrective action it deems appropriate upon occurrence of any of the following: (i) termination, suspension or expiration of the Order Form with the applicable Customer; (ii) violation of the letter or spirit of these Terms by the Employee; (iii) Employee behavior that is fraudulent, harassing, abusive, or harmful to other users or the business interests of InfiniGrow. If an Employee account is terminated, such Employee may not rejoin the Platform without express permission.
   • 4.5.We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior on the Platform. We will fully cooperate with any law enforcement authorities or court order requesting or directing that we disclose the identity or behavior of anyone believed to have violated these Terms or to have engaged in illegal behavior on or through the Platform.
   • 4.6.Employees may request suspension or termination of their InfiniGrow accounts at any time by sending an email to [email protected]. Any suspension, termination, or cancellation of an Employee account shall not affect the Employee’s obligations to InfiniGrow under these Terms (including but not limited to ownership, indemnification, and limitation of liability), which by their sense and context are intended to survive such suspension, termination, or cancellation.

5. Fees.
   • Customer shall pay InfiniGrow the fees set out in the Order Form per the agreed payment terms. Without derogating from the terms of the Order Form, in the event of failure by Customer to make payment when due, InfiniGrow may (i) suspend access to the Platform until payment is made in full; (ii) terminate the Agreement in case of continued failure to pay.

6. Customer Materials, and Content, Plans, and Reports
   • 6.1.In order to use the Services, you can connect the Customer’s accounts various marketing channels to the Platform and allow InfiniGrow to access certain data from within such accounts. Any content or data provided through these integrated marketing channel accounts, as well as any additional content that Customer may provide shall be considered “Customer Materials“.
   • 6.2.On the basis of the Customer Materials provided, the Platform will generate analyses and recommendations (“Plans and Reports“). The Plans and Reports, as well as any other content generated by or made available through the Platform, including through chats, shall be considered “Content“.
   • 6.3.You may copy, modify and use the Plans and Reports for any internal business purpose. InfiniGrow makes no warranty that the Plans and Reports provided shall be useful to your business. You are solely responsible for any action you may take based on the Plans and Reports, and in making any decision you should take into account the possibility that information provided by the Plans and Reports may not correctly reflect current or future trends.

7. Customer Materials Restrictions
   • 7.1.You are and shall remain at all times fully and solely responsible for any Customer Materials that you provide. You represent and warrant that any Customer Materials that you provide (i) complies with applicable law; (ii) does not infringe or violate any third-party intellectual property rights, privacy or publicity rights, or moral or other rights; and (iii) that you have all necessary rights, licenses, consents, and authorities required under applicable law to provide such Customer Materials.
   • 7.2.Without limiting the foregoing, you agree that you will not provide any Customer Materials or act in any way that:
     • 7.2.1.restricts or inhibits use of the Services;7.2.2.violates any applicable laws, rules, or regulations;
     • 7.2.3.infringes (or results in the infringement of) or violates the intellectual property, moral, publicity, privacy, or other rights of any third party;
     • 7.2.4.is (or you reasonably believe or should reasonably believe to be) in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material;
     • 7.2.5.contains offensive material (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity); material that is racially or ethnically insensitive, material that is defamatory, harassing or threatening; pornography or obscene material; any virus, worm, trojan horse, or other harmful or disruptive component; or anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate or offensive.
   • 7.3.InfiniGrow may, at its sole discretion, choose to monitor Customer Materials for inappropriate materials, including through automatic means, provided however, that InfiniGrow reserves the right to treat Customer Materials as content stored at your direction, for which InfiniGrow will not exercise editorial control except when violations are directly brought to InfiniGrow’s attention.

8. Intellectual Property
   • 8.1.InfiniGrow or its licensors, as the case may be, own all right, title, and interest in the Platform and Services and all software, modifications, enhancements, and updates thereto, including all worldwide intellectual property rights, and the trademarks, service marks, and logos contained therein. Except as expressly permitted herein, you may not copy, modify, duplicate, distribute, display, perform, sublicense, republish, retransmit, reproduce, create derivative works of, transfer, sell, or otherwise use the Platform or Services. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Platform or Services. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms grants you any right to use any trademark, service mark, logo, or trade name of InfiniGrow or any third party. If you provide InfiniGrow with any feedback regarding the Platform or Services, InfiniGrow may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback, except where feedback includes Confidential Information (as defined below).
   • 8.2.You have all right, title, and interest in the Customer Materials. By providing any Customer Materials, you grant InfiniGrow and its successors and assignees a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license under any of your intellectual property, moral or privacy rights to use, copy, distribute, transmit, modify, prepare derivative works of, alter, and/or decompile such Customer Materials for the purpose of provision of the Services and as detailed in Section 8.3 herein.
   • 8.3.You acknowledge that InfiniGrow may use Plans and Reports solely on an aggregate and/or anonymized basis for internal, business, and marketing purposes. The materials used by InfiniGrow for its own purposes will not allow for identification of the Company, any Employees, or any other Personal Data.
   • 8.4.InfiniGrow is not a data retention service. Customer must create backups of Customer Materials, and InfiniGrow shall have no responsibility or liability in respect of any loss of or damage to any data.

9. Use Restrictions.
   • You may not and may not allow a third party to (attempt) to (a) decipher, decompile, disassemble, or reverse-engineer any of the software used to provide the Platform and Services; (b) circumvent, disable, or otherwise interfere with security-or access-related features of the Platform and Services; (c) use any robot, spider, Platform search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Platform and Services; (d) harvest, collect or mine information about users of the Platform and Services; (e) use or access another user’s account or password; (f) copy, modify, duplicate, distribute, display, perform, sublicense, republish, retransmit, reproduce, create derivative works of, transfer, sell or otherwise use the Platform or Services; or (g) remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Platform or Services.

10. Confidential Information.
    • InfiniGrow may have access to certain non-public or proprietary information of Customer, including Customer Materials (“Confidential Information“). Except as permitted herein, InfiniGrow may not use, disseminate, or in any way disclose the Confidential Information except for purposes of providing the Services or in furtherance of the relationship of the parties hereunder or as otherwise set forth herein. InfiniGrow shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information but in any event with a high degree of care. InfiniGrow’s obligations hereunder do not apply to any Confidential Information that (a) was rightfully in InfiniGrow’s possession or in the public domain free of any obligation of confidence at or subsequent to the time the Confidential Information was shared with InfiniGrow by Customer; or (b) was independently developed by InfiniGrow without use of, or reference to, any Confidential Information. A disclosure of any Confidential Information by InfiniGrow in response to a law, regulation, or governmental or judicial order will not be considered to be a breach of these Terms, provided that InfiniGrow, to the extent permitted, shall notify Customer of such requirement.

11. Disclaimers and Disclaimer of Warranty 
    • 11.1.Your use of the Platform and/or Services is at your sole discretion and risk. Except as expressly provided, the Platform, Services, and Content are provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind. EXCEPT AS EXPRESSLY PROVIDED, INFINIGROW DISCLAIMS ALL OTHER WARRANTIES, IMPLIED OR STATUTORY, RELATING TO THE Platform AND/OR SERVICES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, INCLUDING WARRANTIES (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE Platform AND/OR SERVICES; OR (II) THAT THE Platform OR SERVICES WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; OR (III) REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY SERVICES OR INFORMATION PROVIDED THROUGH THE Platform.
    • 11.2.No advice or information, whether oral or written, obtained by you from InfiniGrow, shall create any warranty not expressly stated in these Terms. If you choose to rely on such information, you do so solely at your own risk. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.
    • 11.3.In addition to the foregoing, InfiniGrow assumes no responsibility for any error, omission, interruption, defect, delay in operation or transmission, communications line failure, or alteration of the Platform or Services. InfiniGrow is not responsible for any problems or technical malfunction of any network or lines, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on the Platform, including any injury or damage to users or to any person’s device or computer related to or resulting from participation or downloading materials in connection with the Platform.

12. Limitation of Liability. OTHER THAN WITH RESPECT TO ITS CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS (“CARVE-OUT CLAIMS“), IN NO EVENT SHALL INFINIGROW OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU FOR ANY DAMAGES FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE Platform, services, CONTENT, OR THE ARRANGEMENTS CONTEMPLATED HEREIN, INCLUDING IN RESPECT OF LOST PROFITS, LOST BUSINESS OPPORTUNITIES. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, INFINIGROW’S MAXIMUM CUMULATIVE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE FEES ACTUALLY RECEIVED BY INFINIGROW FROM CUSTOMER FOR USE OF THE Platform OR SERVICES IN RESPECT OF THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH ANY CLAIM OR CAUSE OF ACTION AROSE (“CAP“), PROVIDED, HOWEVER THAT WITH RESPECT TO THE CARVE-OUT CLAIMS, INFINIGROW’S MAXIMUM LIABILITY SHALL BE LIMITED TO TWO (2) TIMES THE CAP.
13. Indemnification.
    • 13.1.By Customer. Customer shall indemnify, defend, and hold harmless InfiniGrow and its directors, officers, and employees, from against any and all claims, damages, or costs or expenses (including court costs and attorneys’ fees) (“Losses“) that arise directly or indirectly from: (a) breach of these Terms by Customer or any Employees using the Platform on its behalf; (b) any claim, loss or damage experienced from Customer or an Employee’s use or attempted use of (or inability to use) the Platform or Services; (c) violation of any law or regulation by Customer or any Employee, including but not limited to any privacy and/or data protection laws and regulations; (d) infringement of any right of any third party by Customer or any Employee; and (e) any other matter for which Customer is responsible hereunder or under law.
    • 13.2.By InfiniGrow. InfiniGrow shall defend, indemnify and hold harmless Customer and its directors, officers, and employees from and against all Losses that arise in connection with any claim by any third party arising from or relating to a claim that the Platform or Services, as delivered, infringes any patent or copyright or misappropriates any trade secret, provided however, that InfiniGrow shall have no responsibility or liability for any claim to the extent resulting from or arising out of (a) the use of the Platform or Services not in compliance with this Agreement or applicable law; (b) the combination of the Platform or Services with any services not provided by or approved by InfiniGrow; (c) the modification of the Platform or Services by any party other than InfiniGrow; or (d) the use of any version of the Platform that is not the most up-to-date version provided by InfiniGrow.
    • 13.3.Procedure. Either party claiming indemnification (“Indemnitee“) shall: (i) provide the other party (“Indemnifying Party“) with written notice of a claim promptly upon becoming aware thereof, (ii) allow Indemnifying Party to control the defense and settlement of the claim, provided that no settlement may be entered into without the consent of Indemnitee if such settlement would require any action on the part of Indemnitee and further provided that Indemnitee may engage its own counsel at its own expense; and (iii) reasonably cooperate with Indemnifying Party, at Indemnifying Party’s expense, in the defense and settlement of the claim.

14. Publicity. InfiniGrow may refer to Customer as its customer including by displaying Customer’s name and logo on its website and other marketing materials.
15. Notices. Any required notices pursuant to this Agreement may be sent by registered mail or email transmission (with electronic confirmation of delivery) to the addresses of the parties hereto set out in the Order Form or provided upon registration, as applicable, and any such notice shall be deemed to have been received one (1) business day after delivery by courier, four (4) business days after delivery by registered mail and one (1) business day after email transmission and written confirmation receipt of such transmission.
16. Miscellaneous. This Agreement shall be governed solely by the law of the State of Israel, and without regard to the United Nations Convention on the International Sales of Goods and the competent courts in the State of Israel shall have exclusive jurisdiction to hear any disputes arising hereunder. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of this Agreement shall remain in full force and effect. Nothing in this Agreement creates any agency, employment, joint venture, or partnership relationship between you and InfiniGrow or authorizes you to act on behalf of InfiniGrow. This Agreement, including the Order Form, Terms, and DPA, each, as applicable, constitute the entire agreement between InfiniGrow and you pertaining to the subject matter hereof, and any and all other agreements existing between us relating thereto are hereby canceled. We may assign our rights and obligations hereunder to any third party without prior notice. You shall not assign any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

Last updated: December 2021