Terms of Service

These Terms of Service, as amended from time to time, together with any other terms, agreements and policies
referenced herein (which constitute an integral part hereof) (these “Terms”) constitute a legally binding
agreement between Mobb.dev Inc., a company incorporated under the laws of the State of Delaware (the
“Company”) and the customer executing or otherwise accepting these Terms or the Order Form which refer to
these Terms (respectively, the “Customer” and the “Order Form”). The Terms govern the manner in which the
Customer and its users (each, a “User”) may install, integrate, use and access the Company's Service (as defined
below) in a subscription-based model. These terms may be accepted, and the Order Form may be completed
and entered-into, in various ways, including online form, through an app-marketplace, in-product screen, an
offline form delivered by Customer to the Company, including via mail, email or any other electronic or physical
delivery mechanism. The use of the Company’s Service (as defined below) shall be deemed acceptance of these
Terms.
1. The Service
1.1. Subscription to the Service. The Company's Service is comprised of (i) a tool installed on the User’s
workstations, and (ii) processing, reporting and delivery application provided by the Company on a cloud
based hosted Software-as-a-Service model (together, the “Service”). Customer may access and use the
Service, solely for Customer’s internal operations (the "Purpose"). The Service receives source code and an
issues report generated by third-party code review tools, and proposes modifications to the code intended
to address such issues. The proposed modifications to the Customer’s code shall be referred to as the
“Output”.
1.2. Subscription Limitations. The right to install, use and access the Service, is granted solely to the Customer
and its Users, and is limited, non-transferable, non-exclusive, non-assignable and non-sub-licensable. The
Service may only be used by individuals who are authorized to use the Service pursuant to Customer’s
procedures and policies (if any).
1.3. Modification or Discontinuation of the Service. The Company may change or update the Service at any
time, including the availability of any feature, content or database, and may impose limitations or
restrictions on certain features and services. In case of a material change, the Company will notify Customer
by posting an announcement on the Company’s website, through the Service or by email. Furthermore, the
Company may offer alternative or additional features to certain Customers, that may not be offered to
others.
1.4. EXCEPTIONS. SUBSCRIPTION TO THE SERVICE DOES NOT INCLUDE SECURITY AUDIT OR CONSULTING,
PENETRATION TESTING, INVESTIGATION OF SECURITY BREACHES, OR OTHER SIMILAR PROFESSIONAL
SERVICES, AND SUCH SERVICES ARE THE SOLE RESPONSIBILITY OF THE CUSTOMER.
2. Free Tier; Pre-Released Services
2.1. Free Tier. The Company may offer, from time to time, certain features of the Service for limited free use
(“Free Tier”). The term of the Free Tier and the limitations imposed on the Free Tier shall be as set forth in
an Order Form.
2.2. Pre-Released Services. The Company may offer, from time to time, certain services in alpha or beta
versions (the “Pre-Released Services”) and will use best endeavors to identify the Pre-Released Services as
such. Pre-Released Services are services that are still under development, and as such they may be
incomplete, may contain bugs, suffer disruptions and not operate as intended and designated.
2.3. Governing Terms of Free Tier and Pre-released Services. The Free Tier and Pre-Released Services are
governed by these Terms, provided that notwithstanding anything in these Terms or elsewhere to the
contrary, in respect of Free Tier and Pre-Released Services (i) Free Tier and Pre-Released Services are
licensed hereunder on as “As-Is” “As Available” basis, with no warranties, express or implied, of any kind;
(ii) The Company reserves the right to modify, cancel and/or limit the Free Tier and Pre-Released Services at
any time and without liability; (iii) The indemnity undertakings by the Company set forth in Section 14.1
herein shall not apply; and (iv) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF COMPANY, ITS
AFFILIATES OR ITS THIRD-PARTY SERVICE PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE
TERMS AND/OR THE TRIAL SERVICE AND THE PRE-RELEASED SERVICES (INCLUDING THE SITES, THE SERVICE
AND THE THIRD PARTY SERVICES), EXCEED FIVE US DOLLARS (US$ 5). The Company makes no promises that
any Trial Service and/or Pre-Released Services will be made available to the Customer or generally available.
3. Registration to the Service
3.1. Account Registration. In order to use the Service, each User shall register and create an account (the
“Account”). In the event that a User is the first user of the Service on behalf of a Customer, such User will
automatically be considered the Customer’s administrator (the “Administrator”), unless and until such time
as such role is transferred to another User of the Customer. The Administrator is considered a representative
of the Customer for any and all purposes. The Company reserves the right to refuse a User’s registration or
to block User’s access to the Service, in case of suspected violation of applicable law or breach of these
Terms.
3.2. Account Information. As part of the registration process, Users may be required to provide the Company
with certain personal information (including, name, phone number, organizational or personal e-mail
address, etc.) and to select a password. Customer is responsible that each User shall provide the Company
with accurate, complete, and updated registration information. Customer shall notify the Company
immediately of any breach of security or unauthorized use of an Account known to Customer. Customer is
solely responsible and liable for the activity that occurs in the Accounts and for the use of the Service by its
Users and for any losses, damages, liability and expenses incurred by the Company or a third party, due to
any unauthorized use of the Account by either Customer or any other User or third party on Customer's
behalf. Customer shall (i) not allow anyone other than Customer’s Users to access and use the Accounts; (ii)
keep and ensure that Users keep all Account login details and passwords secure at all times; (iii) ensure that
the login details for each User may only be used by that User, and that multiple people may not share the
same login details.
3.3. Administrator Control. The Administrator shall have control over all Accounts and may have the ability
to: (i) access information about Users’ activities; and (ii) monitor and manage Users’ Accounts. The
Administrator may specify additional Users who will gain Administrator privileges.
3.4. Administrator Responsibility. The Administrator is responsible for the internal management and
administration of the Service within the Customer’s Accounts. In addition, the Administrator is responsible
for: (i) maintaining the confidentiality of the passwords of the Accounts; (ii) designating those individuals
who are authorized to access the Accounts; and (iii) performing monitoring to ensure the protection of
Users’ privacy and compliance with applicable law.
4. Customer’s Obligations
4.1. Customer shall provide Company with all reasonable cooperation, and shall comply in a timely and
efficient manner, and be responsible and liable for the Users’ compliance with these Terms, the Order Form
and all applicable laws and regulations. Without derogating from the aforementioned, Customer shall
provide the Company with the resources and fulfill the responsibilities set forth in the Order Form. In the
event of any delays by the Customer, Company may adjust any agreed timetable or delivery schedule as
reasonably necessary.
4.2. Customer is solely responsible for obtaining, maintaining and operating the User’s workstations, and any
related equipment, hardware, software, backup systems, security systems and measures or ancillary
services (the “Customer’s Infrastructure”) necessary in order to access and use the Service. Customer shall
be solely responsible and liable for any fees charged by third parties in connection with the Customer’s
Infrastructure. Customer’s Infrastructure shall, at minimum, meet the specifications set forth in the Order
Form or otherwise provided by the Company. Customer shall be solely responsible for procuring and
maintaining its network connections and communications links, and for all problems, conditions, delays,
delivery failures and all other loss or damage arising from or relating to the Customer’s network connections
or telecommunications links or caused by the internet. Company shall have no responsibility or obligation
in connection with the above. Without limiting the generality of the aforementioned, Company is not
responsible for any delays, delivery failures, or any other loss or damage resulting from the hosting, storage
or transfer of software or data over communications networks and facilities, including the internet, and to
the performance of any third-party communication, hosting or storage provider, and the Customer
acknowledges that the Service may be subject to interruptions, limitations, delays and other risks associated
with the use of such hosting, storage and communications facilities.
4.3. Customer is responsible for all acts or omissions of Users and their use of the Service. The Company shall
not have any liability towards Users, and the Customer is solely responsible for responding to any claims,
requests and demands by the Users or any other third party related to the Customer. Company will, to the
extent allowed by law, promptly notify Customer of its receipt of a User or such related third-party claim,
request or demand and comply with Customer’s reasonable requests regarding the handling of such claim,
request or demand.
4.4. Customer shall ensure that the Customer Data shall not contain any viruses, trojan horses or other
harmful computer code.
5. License to Customer Data
5.1. While using the Service, certain code, information and data may be uploaded or transferred to the
Service to be processed by the Service on the Customer’s behalf (the “Customer Data”). As between the
Customer and the Company, all rights in the Customer Data shall remain with Customer. Customer hereby
grants the Company 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 and display the Customer Data, for the purpose of maintaining, developing and providing
the Service and as required to resolve technical and security problems or otherwise as permitted by these
Terms or in writing by Customer.
5.2. Customer represents and warrants that (i) Customer owns or has all the necessary licenses, rights,
consents, approvals, permissions, power and authority, necessary to grant the Company the
aforementioned right and license and to authorize the Company and its Sub-processors to access, use,
process, copy, download, store, distribute and display the Customer Data, without infringing or violating any
copyrights, privacy rights, publicity rights, trademarks or any other contractual, intellectual property or
proprietary of any third party; (ii) any Customer Data 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 Customer Data; and (iii) no sensitive data that is protected under a special legislation and
requires unique treatment (such as protected health information or credit, debit or other payment card
data) will be transferred to the Service.
5.3. Other than Company’s security and data protection obligations expressly set forth in Section 67.2 herein,
Company assumes no responsibility or liability for Customer Data, and Customer will be solely responsible
for Customer Data and the consequences of using, disclosing, storing, or transmitting it. It is hereby clarified
that the Company shall not monitor and/or moderate the Customer Data and there shall be no claim against
the Company for not acting so. The Customer shall indemnify and hold harmless the Company or anyone on
its behalf from any liability, cost, damage and expense (including reasonable legal fees) caused in connection
with the Customer Data.
6. Intellectual Property and Right to Use
6.1. Company Intellectual Property. All right, title and interest in the Service, including without limitation,
any content, materials, software, know-how, data files, documentation, code, SDK, API, design, text, media,
methodologies, artwork, names, logos, trademarks and services marks (excluding Customer Data), any and
all related or underlying technology and any updates, new versions, modifications, improvements,
developments or derivatives thereof, belong to the Company and its licensors (including if such
improvements and developments are created as a result of processing the Customer Data). These Terms do
not convey to the Customer or the Users any interest in or to the Service, except for a limited right of use as
set forth herein, terminable in accordance with these Terms.
6.2. Output. The Company shall not have any right in the Output, which, as between the Company and the
Customer, shall belong to the Customer.
6.3. Prohibited Use. Customer and its Users may not, and may not permit or aid others to: (i) use the Service
for any purpose other than the Purpose; (ii) copy, modify, alter, translate, emulate, create derivative works
based on, or reproduce the Service; (iii) give, publish, sell, distribute, assign, pledge or transfer (by any
means), display, sublicense, rent, lease or otherwise share the rights granted under these Terms to any third
party, including, but not limited to Customer’s affiliates, or use the Service in any service bureau
arrangement; (iv) reverse engineer, de-compile, decrypt, revise or disassemble the Service or any part
thereof, or extract source code from the object code of the Service; (v) access or use the Service in order to
build a competing product or service or for benchmarking purposes; (vi) bypass any measures the Company
may use to prevent or restrict access to the Service, and/or take any action intended to circumvent or disable
the operation of any security feature or measure of the Service; (vii) access the Service or Company’s systems
via any means other than through the interface provided by the Company, or via automated means,
including by crawling, scraping, caching or otherwise; (viii) use the Service in any manner that is illegal or
not authorized by these Terms; (ix) take any action that imposes or may impose (as determined by the
Company in its sole discretion) an unreasonable or disproportionately large load on Company’s (or
Company’s service providers') infrastructure; (x) interfere or attempt to interfere with the integrity or proper
working of the Service; (xi) remove, deface, obscure, or alter Company's or any third party's identification,
attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the
Service; or (xii) provide any third party access to the Service. Customer will be solely and fully liable for any
acts, omissions, or violation of these Terms by its Users and to any losses, damages, liability and expenses
incurred by Company or a third party due to any unauthorized use of the Service by the Customer or by any
of its Users or third party on behalf of the Customer.
6.4. Feedback. Customer shall notify the Company of any and all design or functional errors, anomalies, and
problems associated with the Service discovered or brought to its attention by its Users, and may provide
the Company suggestions, comments or any other feedback regarding the Service (the “Feedback”). Any
such Feedback shall become the Company’s property and the Company may use any Feedback at its sole
discretion, free from any right of the Customer or any third party and without any obligation towards
Customer. Customer hereby assigns to Company all right, title, and interest worldwide in the Feedback and
any intellectual property rights related thereto, and explicitly and irrevocably waives any and all claims
associated therewith. Customer shall not provide the Company with any Feedback which infringes any thirdparty’s right.
6.5. Intellectual Property Infringements. In the event that the Company believes that the Service, or any part
thereof, may infringe intellectual property rights of third parties, then the Company may, in its sole
discretion: (i) obtain (at no additional cost to Customer) the right to continue to use the Service; (ii) replace
or modify the allegedly infringing part of the Service so that it becomes non-infringing while giving
substantially equivalent performance; or (iii) if the Company determines that the foregoing remedies are
not reasonably available, then the Company may require that use of the (allegedly) infringing Service (or
part thereof) shall cease and in such an event Customer shall receive a prorated refund of any Fees paid for
the unused portion of the Subscription Term. THIS SECTION STATES COMPANY’S SOLE AND ENTIRE LIABILITY
AND CUSTOMER’S EXCLUSIVE REMEDY, FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT OR
MISAPPROPRIATION BY THE COMPANY AND/OR ANY SUPPORTING SERVICES AND UNDERLYING
TECHNOLOGY.
7. Privacy
7.1. Privacy. Customer acknowledges and agrees that the use of the Service by the Customer and the Users
is governed by the Company's Privacy Policy available at: https://www.mobb.ai/policies/privacy-policy
(“Privacy Policy”). The Privacy Policy shall constitute an integral part of these Terms.
7.2. Personal Data. Customer acknowledges and agrees that in order to use the Platform, no Personal Data,
as such term is defined in the General Data Protection Regulation ((EU) 2016/679) and any other applicable
data protection regulation (“Personal Data”) should be transferred to the Platform or processed by the
Platform. Customer is responsible that no Personal Data or other data that is protected under a special
legislation and requires unique treatment (such as protected health information or credit, debit or other
payment card data) will be transferred to the Platform.
7.3. Anonymous Information. The Company may collect, monitor and freely use Anonymous Information (as
defined below), inter alia to provide, develop, maintain, improve, demonstrate and market the Service.
“Anonymous Information” means information about the use of the Service which does not enable
identification of an individual, such as aggregated data, metadata and analytic information. Anonymous
Information shall not be considered Customer's Confidential Information.
7.4. Security. Company agrees, during the Subscription Term, to implement reasonable industry-standard,
technical, and organizational security measures to protect Customer Data.
8. Third-Party Software and Services
8.1. Sub-processors. Customer acknowledges that the Service is hosted and made available by certain subprocessors of the Company (the “Sub-processors”). The Company may remove, add or replace its Subprocessors from time to time, at its sole discretion.
8.2. Other Products and Services. The Service may rely on, integrate with, and contain links to other thirdparty services, or may enable Customer and its Users to access, engage and procure certain services and
products provided by third parties (the “Third-Party Services”). Customer acknowledges and agrees that
regardless of the manner in which such Third-Party Services may be presented or offered to Customer,
Company 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. BY ACCESSING AND/OR USING THE THIRD-PARTY SERVICES,
CUSTOMER ACKNOWLEDGES THAT ITS ACCESS AND USE OF THE THIRD-PARTY SERVICES ARE AT ITS SOLE
DISCRETION AND RISK, AND CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING SUCH THIRD-PARTY
SERVICES ARE IN COMPLIANCE WITH CUSTOMER’S REQUIREMENTS AND ANY APPLICABLE LAW OR
REGULATION. COMPANY BEARS NO RESPONSIBILITY AND/OR LIABILITY FOR ANY LINKS OR THIRD-PARTY
SERVICES, INCLUDING WITHOUT LIMITATION, SUCH THIRD-PARTY SERVICES’ OPERABILITY OR
INTEROPERABILITY WITH COMPANY’S SERVICE, SECURITY, ACCURACY, RELIABILITY, DATA PROTECTION AND
PROCESSING PRACTICES AND THE QUALITY OF ITS OFFERINGS, AS WELL AS ANY ACTS OR OMISSIONS BY
THIRD PARTIES.
9. Subscription; Payments
9.1. Subscription Term and Fees. The Service is provided on a subscription basis for the term specified in
Customer’s Order Form (the “Subscription” and the “Subscription Term”). The Subscription Term for Free
Tier shall be determined by the Company at its sole discretion and may be terminated by the Company any
time at its sole discretion. During the Subscription Term Customer shall pay the Company the applicable fees
set forth in the Order Form(s) (the “Fees”). Unless expressly indicated otherwise, Fees are stated in US
dollars. Customer hereby authorizes the Company, either directly or through the Company's payment
processing services, to charge the Fees via Customer’s selected payment method, upon the due date. Unless
expressly set forth herein, the Fees are non-cancelable and non-refundable. The Company reserves the right
to change the Fees at any time, upon notice to Customer, provided that any increase shall only become
effective upon the end of the then-applicable Subscription Term.
9.2. Subscription Auto-Renewal. In order to ensure that Customer will not experience any interruption or loss
of services, Customer’s Subscription shall automatically renew by default, unless canceled by either the
Company or the Customer at least 30 days prior to its expiration, for a renewal period equal in time to the
original Subscription Term (excluding any renewal period) at the then applicable Fees.
9.3. Taxes. The Fees are exclusive of any and all taxes (including without limitation, value added tax, sales
tax, use tax, excise, goods and services tax, etc.), levies, or duties (the “Taxes”), except for income tax
imposed on the Company. If Customer is located in a jurisdiction which requires Customer to deduct or
withhold Taxes or other amounts from any amounts due to the Company, Customer shall promptly notify
the Company in writing and the Company shall make reasonable efforts to avoid any such Tax withholding,
provided, however, that in any case, Customer shall bear the sole responsibility and liability to pay such Tax
and such Tax shall be “grossed up” and added on top of the Fees payable by Customer.
9.4. Payment Terms. The Fees set forth in each Order Form are final. Customer shall pay each invoice
according to the payment terms set forth in the Order Form. Unless otherwise set forth in the Order Form,
the Fees shall be paid annually, in advance, upon receipt of an invoice. All Fees are non-cancelable and nonrefundable, unless required otherwise by mandatory law. Delinquent payments may bear compounded
interest, as of the payment due date and until paid in full, at a rate equal to the lower of: (i) 1.5% per month,
or (ii) the highest rate permitted by law. The aforesaid shall not derogate from any other right or remedy to
which the Company may be entitled. Customer will be responsible for all reasonable expenses (including
reasonable attorneys’ fees) incurred by the Company in collecting any payment. The Service shall be made
available to Customer for the applicable Subscription Term only following receipt by the Company of the
amounts due by Customer. Payment in installments shall not imply that the Customer may terminate the
Subscription during the Subscription Term prior to the payment of any installment.
9.5. Credit Card. Credit card details may be needed to complete an order, and the Service will be available to
Customer following successful completion of billing. Customer will be notified accordingly. Customer
authorizes the Company to continue to charge its credit card or any replacement card upon the beginning
of each billing period for the agreed amount of such period, but failure to charge Customer’s card does not
derogate from Customer’s payment obligation.
10. Termination
10.1. Termination for Cause. A breach of obligations by either party hereto which is not cured within 10 days
from receiving notice thereof, shall entitle the non-breaching party to immediately terminate these Terms
by written notice. Notwithstanding, if a party files for petition or action for relief under any bankruptcy,
reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now
or hereafter in effect, or makes any assignment for the benefit of creditors or takes or becomes subject to
any action in furtherance of any of the foregoing, the other party will be entitled to terminate these Terms
immediately by written notice.
10.2. Termination or Suspension by Company. Company may terminate or suspend Customer’s use of and
access to the Service (or any part thereof) immediately, without prior notice or liability, in each of the
following events: (i) the Company believes, in its sole discretion, that Customer or any third party is using
the Service in a manner that may impose a security risk, may cause harm to the Company or any third party,
and/or may create any liability to the Company or any third party; (ii) if the Company believes, in its sole
discretion, that Customer or any third party is using the Service in breach of these Terms or applicable laws;
or (iii) if the Company is unable to charge the Fees through Customer’s approved payment means or if any
payment is or is likely to become overdue. The aforementioned rights are in addition to any rights and
remedies that may be available to the Company in accordance with these Terms and/or under any applicable
law.
10.3. Termination by Customer. Customer may terminate its Subscription to the Service by cancelling its
Subscription, whereby termination will take effect at the end of the then-current Subscription Term and
shall not derogate from Customer’s obligation to pay the applicable Fees for the Subscription Term.
10.4. Effect of Termination. Unless expressly indicated otherwise in these Terms, the termination or expiration
of these Terms shall not relieve Customer from its obligation to pay due Fees. Upon termination or expiration
of these Terms, Customer’s Subscription and all rights granted to Customer and the Users hereunder shall
terminate, and Customer shall cease to have access to the Service and any Customer Data and shall remove
any Service components from Customer’s systems. Customer is solely responsible to export all available
Customer Data prior to such termination or expiration, and following termination or expiration, the
Company may delete the Customer Data without retaining any copy thereof. In addition, Customer shall
return or destroy, at Company’s choice, Company’s Confidential Information (as defined below) then in
Customer’s possession and Customer shall have no claim against the Company in this regard.
10.5. Survival. All the provisions of these Terms which by their nature should survive termination (including,
without limitation, confidentiality, ownership and intellectual property, warranty disclaimers, limitations of
liability and indemnification) shall remain in full force and effect following termination thereof, for any
reason whatsoever. Termination of these Terms shall not relieve Customer from any obligation arising or
accruing prior to such termination or limit any liability which Customer otherwise may have to the Company.
11. Confidentiality
11.1. Confidential Information. For purposes of these Terms, the term “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 either party (the “Disclosing Party”) to the
other party (the “Receiving Party”), 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 the Receiving Party can prove: (a) is publicly available
at the time of disclosure or subsequently becomes publicly available through no act or omission of the
Receiving Party in breach of these Terms; (b) is already known to the Receiving Party at the time of
disclosure; (c) is disclosed to the Receiving Party free from confidentiality obligations by a third party who is
not, to the knowledge of the Receiving Party, in breach of an obligation of confidentiality; or (d) was or is
independently developed by the Receiving Party without use of or reliance upon the Confidential
Information.
11.2. Confidentiality Obligations. Receiving Party undertakes and warrants that: (i) it shall hold the
Confidential Information of Disclosing Party in confidence and shall take all reasonable steps to safeguard
and protect the Confidential Information including, without limitation, those steps that it takes to protect
its own Confidential Information of a similar nature; (ii) it shall not disclose or otherwise provide any
Confidential Information to any third party without the prior written consent of the Disclosing Party, except
to those of its employees who have a need to know such Confidential Information for the purpose of fulfilling
these Terms and provided that such employees are bound by written confidentiality obligations which are
at least as restrictive as those contained herein; (iii) it shall not copy or use the Confidential Information for
any purpose except to the extent required to perform its obligations, or exercise its rights, hereunder, whilst
maintaining the Disclosing Party’s interests; and (iv) if the Receiving Party is requested or legally compelled
to disclose any Confidential Information pursuant to the order or requirement of a court, administrative
agency, or other governmental body, the Receiving Party shall make best efforts to provide the Disclosing
Party prompt notice thereof, and, at the request and expense of the Disclosing Party, uses reasonable efforts
to limit such disclosure to the extent requested. Receiving party’s obligations with respect to Confidential
Information shall expire five (5) years from the date of termination or expiration of the last Subscription
Term, unless under applicable law a longer period of protection applies.
11.3. Right to Disclose. Company reserves the right to access, read, preserve, and disclose any information
that it obtains in connection with the Service as the Company reasonably believes necessary to: (i) satisfy
any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms,
including to investigate potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security
or technical issues, (iv) respond to Customer’s support requests, and/or (v) protect the rights, property or
safety of the Company, its users or the public.
12. Warranty and Disclaimer
12.1. THE COMPANY DOES NOT WARRANT, UNDERTAKE OR GUARANTEE THAT ANY OR ALL SOFTWARE BUGS
AND SECURITY ISSUES WILL BE DISCOVERED, REPORTED OR REMEDIED, OR THAT THERE WILL NOT BE ANY
BUGS OR SECURITY BREACHES OR VULNERABILITIES IN CUSTOMER’S SOFTWARE, PRODUCTS, SYSTEMS OR
SERVICES. THE COMPANY DOES NOT WARRANT, UNDERTAKE OR GUARANTEE THAT ANY ACTION OR
RECOMMENDATION BY THE PLATFORM WILL SATISFY CUSTOMER'S NEEDS OR WILL BE OPTIMAL UNDER THE
CIRCUMSTANCES. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT ACCESS TO AND USE OF THE
PLATFORM, AS WELL AS ANY RELATED SERVICES PROVIDED BY THE COMPANY, ARE AT CUSTOMER’S SOLE
RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND RESULTS
IS SOLELY WITH CUSTOMER.
12.2. EXCEPT AS EXPLICITLY SET FORTH HEREIN, THE PLATFORM AND ANY PROFESSIONAL SERVICES ARE
SUPPLIED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES, GUARANTEES OR
REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR
OTHERWISE, REGARDING THE PLATFORM AND CUSTOMER’S USE THEREOF, INCLUDING, BUT NOT LIMITED
TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY,
AVAILABILITY, SECURITY, COMPATIBILITY OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT
THE USE OF THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE OR WILL MEET CUSTOMER’S SPECIFIC
REQUIREMENTS OR EXPECTATIONS, OR THAT ANY PROCESS, ACTION, INFORMATION OR ADVICE OBTAINED
BY CUSTOMER AS A RESULT OF THE USE OF THE PLATFORM WILL BE ACCURATE, RELIABLE, EFFECTIVE,
PROPER, LAWFUL OR OTHERWISE IN ACCORDANCE WITH THE CUSTOMER’S EXPECTATIONS.
12.3. CUSTOMER IS RESPONSIBLE TO ASSURE THAT THE SERVICE WILL NOT INTERFERE WITH THE OPERATION
OF THE CUSTOMER'S PRODUCES AND SERVICES, SUCH THAT THE CUSTOMER'S PRODUCTS AND SERVICES
SHALL PROPERLY FUNCTION EVEN IF THE SERVICE, OR ANY PART THEREOF, IS DISABLED.
13. Limitation of Liability
NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW:
13.1. IN NO EVENT SHALL COMPANY, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, AFFILIATES, AGENTS,
MEMBERS OR EMPLOYEES BE LIABLE UNDER ANY CONTRACT, TORT OR OTHER LEGAL OR EQUITABLE
THEORY, FOR ANY: (I) SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES; (II)
LOSS OF OR DAMAGE TO CUSTOMER’S SYSTEMS, DEVICES, DATA, INFORMATION, GOODWILL, PROFITS,
SAVINGS, OR PURE ECONOMIC LOSS; AND/OR (III) THE FAILURE OF INDUSTRY STANDARD SECURITY
MEASURES AND PROTECTIONS; AND/OR (IV) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR
SERVICES; REGARDLESS OF (A) WHETHER COMPANY, ITS AFFILIATES OR THIRD-PARTY PROVIDERS, HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY
FORESEEABLE; OR (B) THE THEORY OR BASIS OF LIABILITY (SUCH AS, BUT NOT LIMITED TO, BREACH OF
CONTRACT OR TORT).
13.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S AGGREGATE AND CUMULATIVE LIABILITY
FOR ALL DIRECT CLAIMS, DAMAGES AND LOSSES (WHETHER IN CONTRACT, TORT OR OTHERWISE), IS
LIMITED TO THE FEES PAID TO THE COMPANY FOR USE OF THE SERVICE IN THE SIX (6) MONTHS PRECEDING
THE CAUSE OF THE CLAIM.
14. Indemnification
14.1. By Company. Company hereby agrees to defend and indemnify Customer against any damages awarded
against Customer by a court of competent jurisdiction, or paid in settlement, in connection with a thirdparty claim, suit or proceeding that the grant of right to use the Service within the scope of these Terms
infringes any valid U.S. patent. Company shall have no obligations or liability hereunder in case (i) the Service
is used in an unlawful manner or in violation of these Terms; (ii) features are provided at the request of the
Customer; (iii) the Service is used in combination with other products, equipment, software, or data not
provided by the Company; (iv) the alleged infringement is resulting from processes developed by the
Customer or at the Customer’s request within the Service; or (v) the alleged infringement is based on the
Customer Data and any other content provided by Customer or its Users or use of the Service by the
Customer. SECTIONS 6.5 AND 14.1 STATE THE COMPANY’S SOLE AND ENTIRE LIABILITY AND CUSTOMER’S
EXCLUSIVE REMEDY, FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY THE
COMPANY AND/OR THE SERVICE AND UNDERLYING TECHNOLOGY.
14.2. By Customer. Without derogating from Company’s rights under these Terms and under applicable law,
Customer hereby agrees to defend and indemnify Company against any damages awarded against Company
by a court of competent jurisdiction, or paid in settlement, in connection with (i) a third party claim, suit or
proceeding that use of the Customer Data and any other content provided by Customer and/or the Users,
or the use of the Service by the Customer and/or the Users infringes any intellectual property rights of a
third party; (ii) the use or misuse of the Service by Customer, the Users or any third party using an Account.
14.3. General. The defense and indemnification obligations of the indemnifying Party under this Section 14
are subject to: (i) the indemnifying Party being given prompt written notice of the claim; (ii) the indemnifying
Party being given immediate and complete control over the defense and/or settlement of the claim; and (iii)
the indemnified Party providing cooperation and assistance, at the indemnifying Party’s expense, in the
defense and/or settlement of such claim and not taking any action that prejudices the indemnifying Party’s
defense of, or response to, such claim.
15. Miscellaneous
15.1. Export Control. The Service may be subject to Israeli, U.S. or foreign export controls, laws and regulations
(the “Export Controls”), and Customer agrees and confirms that: (i) Customer is not located or uses, exports,
re-exports or imports the Service (or any portion thereof) in or to, any person, entity, organization,
jurisdiction or otherwise, in violation of the Export Controls; (ii) Customer is solely responsible for complying
with applicable Export Controls which may impose additional restrictions, prohibitions or requirements on
the use of the Service.
15.2. Customer’s Reference. Customer acknowledges and agrees that the Company has the right to use
Customer’s name and logo to identify Customer as a customer of Company or user of the Service, on
Company’s website, marketing materials or otherwise by public announcements. Customer may revoke such
right, at any time, by contacting Company at: support@mobb.ai. The publication of any additional content
related to the Customer’s use of the Service (other than mere reference to the Customer as set forth above)
shall require the Customer’s prior approval (which may not be unreasonably withheld or delayed). Customer
agrees that the Company will publish a case study on the Customer’s use of the Service, subject to the
Customer’s approval of the content of the case study (which may not be unreasonably withheld or delayed).
15.3. Force Majeure. Neither Company nor Customer will be liable by reason of any failure or delay in the
performance of its obligations on account of events beyond the reasonable control of a party, which may
include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in thirdparty hosting services, strikes, shortages, riots, fires, acts of God, war, pandemic, terrorism, and
governmental action.
15.4. Governing Law; Jurisdiction. These Terms and its performance shall be governed by the laws of the State
of Delaware, without regard to conflict of laws’ provisions that would result in the application of the laws of
any other jurisdiction. The parties hereto submit the exclusive jurisdiction to the courts of the State of
Delaware.
15.5. Class Action Waiver. WHERE PERMITTED UNDER APPLICABLE LAWS, CUSTOMER AND COMPANY AGREE
THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN ITS INDIVIDUAL CAPACITY AND
NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless
both Customer and the Company agree, no arbitrator or judge may consolidate more than one person’s
claims or otherwise preside over any form of a representative or class proceeding.
15.6. Relationship of the Parties; No Third-Party Beneficiaries. The Parties are independent contractors. These
Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship
between the Parties. There are no third-party beneficiaries to these Terms.
15.7. General. The headings used in these Terms are for convenience only and shall in no case be considered
in construing these Terms. The schedules and exhibits attached hereto are incorporated herein by this
reference.
15.8. Entire Agreement. These Terms (and the other terms, agreements and policies referenced herein)
constitute the entire agreement between Customer and the Company with respect to Customer’s use of the
Service, and supersede all prior or contemporaneous understandings regarding such subject matter.
15.9. Assignment. Company may assign at any time any of its rights and/or obligations hereunder to any third
party without Customer’s consent. Customer may not assign any of its rights or delegate any obligations
hereunder, in whole or in part without the prior written consent of Company, and any attempt by a
Customer to do so shall be deemed null and void.
15.10. Notice. All notices or reports permitted or required under these Terms shall be made by personal
delivery, by express courier service (such as FedEx or UPS) that requires proof of delivery, certified or by
registered mail, return receipt requested, or by electronic mail, and shall be deemed effective (a) if mailed,
5 business days after mailing; (b) if made by personal delivery or sent by messenger or express courier
service, upon delivery; and (c) if sent via electronic mail, upon transmission and electronic confirmation of
receipt or (if transmitted and received on a non-business day) on the first business day following
transmission and electronic confirmation of receipt.
15.11. Severability. In the event that a court of competent jurisdiction finds any provision of these Terms to be
illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect, and such
provision shall be reformed only to the extent necessary to make it valid, enforceable and legal.
15.12. No Waiver. The failure of the Company to enforce any right or provision in these Terms will not constitute
a waiver of such right or provision unless acknowledged and agreed by Company in writing.
For any questions or queries about these Terms or the Service in general, please do not hesitate to contact us
at the following e-mail address: support@mobb.ai
Last Updated: May 31, 2023