Product Terms and Conditions

1. License grant and restrictions.
1. The PlatformThe Company is the developer and provider of its proprietary AI based platform designated to assist developers in creating software tests that help them test and debug their application code (the “Platform”). The term "Platform" includes the on-premise extension to be locally installed on your development environment (solely in object code form), and the cloud server that, inter alia, communicates with such extension (accessible solely on a Software-as-a-Service basis), including any APIs with which they are interfaced and their compilation of data, dashboard, algorithms, utility, application software interfaces, tools, reports and analytics capabilities, visual display resulting from the operation of the foregoing, any associated specifications, any service provided via such components and their related documentation
2. LicenseSubject to the terms of this Agreement, the Company hereby grants you, and you accept, a limited, personal, non-exclusive, non-sublicensable, non-assignable, non-transferable and revocable license to install and use the Platform solely for your internal use purposes, during the Term (as defined below) (collectively, the “License”). The Platform should be installed and used in accordance with the instructions of the Company and in accordance with the instructions set forth in the Platform's documentation.
2. Consideration.
1. Limited access to the Platform may currently be provided to you free of charge. However, in order to exceed the usage caps which may be identified on the following link: https://www.startearly.ai/pricingearly, as may be updated from time to time at our sole discretion (the “Pricing Page”) or otherwise to receive access to any payment-bearing features or capabilities of the Platform, as may be described therein, you may be required to purchase a subscription to the Platform, under specific subscription terms 2 detailed on the Pricing Page and/or on other pages you may interact with as part of your subscription purchase process, such as the required fees and applicable billing cycles, use limitations, usage capacities and technical requirements (the "Subscription", the “Subscription Terms” and the “Fees”, respectively). We may make available more than one Subscriptions, under distinctive Subscription Terms. The Subscription Terms associated with your Subscription are incorporated into this Agreement by reference, provided that in the event of any conflict between the terms of this Agreement and the Subscription Terms, the terms of this Agreement shall prevail. For the avoidance of doubt, we also reserve the right to discontinue the availability of the free of charge version of the Platform at any time and require you to pay fees for any further use of the Platform, all at our sole discretion and without any prior notice.
2. We may enable you to purchase a certain Subscription for multiple Users (the “Invited Users”). In such case, we will send such Invited Users an e-mail invitation to open an Account (as defined and further outlined below), using the contact details you shared about them (the “Invited Users”). Following the installation of the Platform by each Invited User, and the opening of his/her Account, such each Invited Users will be indicated, within the interface of the Platform, as to which Subscription he/she is entitled to by virtue of your registration. You hereby undertake to provide us only with accurate and complete contract details of your Invited Users
3. In the event that you are an Invited User, the terms of this Section 2 (excluding Sections 2.2-2.3) will not apply to you; however, you will still be subject to all other terms and condition of this Agreement, including those pertaining to Subscriptions. You hereby acknowledge that the User’s handling, management and/or maintenance of such Subscription, including without limitation the required payments, cancellations, renewals, updates and/or changes, shall be controlled solely by the User who purchased such Subscription for you, and the Company is not under any obligation to notify you about any such developments. Accordingly, you hereby explicitly waive any claim against the Company as to the terms, status or nature of your Subscription and any changes which may apply thereto, and you acknowledge that you are solely responsible to verify this matter with such purchaser. In case you wish to assume responsibility and control over a Subscription, you can always purchase a new, independent, personal Subscription via the Pricing Page, which shall be completely separated from your Subscription as an Invited User.
4. Regardless of whether the Fees are based on period-based billing cycles (e.g., monthly, annual fees, etc.) (the “Billing Cycle(s)”), the Subscriptions are ongoing and shall continue until terminated by a Party in accordance with Section 12 (Termination) below.
5. Unless specified otherwise in the Subscription Terms, the Fees for each Billing Cycle period shall be billed in advance, namely, immediately at the time of the Subscription purchase, calculated for the initial Billing Cycle on a pro rata basis, and periodically thereafter upon the commencement of the consecutive Billing Cycle periods, namely on the 1st of each applicable month
6. Unless otherwise required under applicable consumer laws, we may change the Subscription Terms, including Fees, by notifying you of such change at least fifteen (15) days prior to the commencement of the next Billing Cycle period (the “Notice Period”) and such change will not take effect during the Notice Period. Your failure to notify us of cancellation of your Subscription during the Notice Period, will constitute your consent to the updated Subscription Terms. We may enable you to make certain changes to the Subscription Terms of an existing Subscription, and such changes will take effect with the next Billing Cycle following the date such changes are made.
7. If you fail to pay the Fees set forth in the Subscription Terms on time, or if your payment information is entered in error or does not go through for processing and you do not update payment information upon our request, your entire Subscription may be suspended or cancelled and the Fees will accrue interest on a daily basis until paid in full at the lesser of: (i) the rate of one and a half percent (1.5%) per month; or (ii) the highest amount permitted by applicable law, and Early may take any other legal action to recover the unpaid fees.
8. To the extent permitted under applicable consumer laws, all Fees and other amounts paid hereunder are irrevocable and non-refundable. Unless otherwise stated, our charges do not include any taxes, levies, duties or similar governmental assessments, including VAT, sales, use or withholding taxes required under applicable law (collectively “Taxes”). You are responsible for paying Taxes except those which are based on Company's revenue. We will charge you for such Taxes if we believe we have a legal obligation to do so.
9. Payments of Fees may be processed via certain online payment service providers ("Online Payment Processors"). We may add or change the Online Payment Processors at our sole discretion. The Online Payment Processors enable you to send payments securely online using a credit card, debit card, or bank account. We do not control and are not affiliated with such Online Payment Processors. These Online Payment Processors are independent contractors and have no employment or agency relationship with the Company. The Company is not responsible in any way for the actions or performance (or lack thereof) of the Online Payment Processors. The use of the Online Payment Processors is at your own risk. It is your responsibility to abide by all the terms specified by the Online Payment Processors in their terms of use and privacy policies. You acknowledge that you are fully assuming the risks of conducting any transactions via the Online Payment Processors.
3. Account. In order to use the Platform, you may be required to register and create an account within the Company’s website on: https://www.startearly.ai/ (the “Account”) which account shall be integrated with the Platform. You are responsible for any activity that occurs within your Account and for safeguarding your username and password, which you may not share or otherwise make available to any third party. We may also enable you to open an Account by connecting with your existing third-party social network account, such as your GitHub account ("Social Network Account”). To the extent that you have registered to the Platform through your existing Social Network Account, the applicable social network will provide us with access to certain information about you which is stored in your Social Network Account, namely, any information which is detailed and displayed to you in the notice appearing during the integration process with the Social Network Account (for example, your name, email address and other information your make publicly available via the applicable third party platform). We may collect your login information and other relevant information necessary to enable us to access your Social Network Account (such as, your access token) in order to collect and/or store, to the extent legally permissible, the abovementioned data. The manner in which the Social Network Account uses, stores and discloses your information is governed solely by its policies and we shall have no liability or responsibility for the privacy practices or other actions of the applicable social network. You hereby agree that such information will be stored even after the linkage to your Social Network Account expires, for any reason. You are responsible for any activity that occurs within your Account, and you may not share your Account or otherwise enable any third party to access your Account. We may suspend or terminate access to your Account and/or to the Platform if we believe, at our sole discretion, that one (or more) of the following events has occurred: (a) there is a risk to the security or privacy of your Account; (b) there is a threat to the security or integrity of our network or our servers; (c) suspension is needed to protect the rights, property or safety of the Company, its users or the public, or for the proper operation of the Platform; (d) there is a legitimate basis for termination of your Account; (e) you have violated this Agreement; and/or (f) we are required to by law. We may provide you a notice in the event of any such suspension. During such suspension, you will not have the ability to use or access your Account. In the event that we will determine, at our sole discretion, that the reason for the suspension of access to your Account has been resolved, we will restore access to your Account
4. Prohibited Uses. Except as expressly permitted herein, without the prior written consent of Company, You must not, and shall not allow any third party to, directly or indirectly: (i) modify, incorporate into or with other software, or create a derivative work of any part of the Platform; (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share your rights under this Agreement with or to anyone else; (iii) copy, distribute or reproduce the Platform for the benefit of third parties; (iv) disclose the results of any testing or benchmarking of the Platform to any third party, or use such results for your own competing software development activities or use the Platform in order to build or support, and/or assist a third party in building or supporting, products or services which are competitive to Company's business; (v) modify, disassemble, decompile, reverse engineer, revise or enhance the Platform or attempt to discover the Platform’s source code or the underlying ideas or algorithms of the Platform; (vi) use the Platform in a manner that violates or infringes any rights of any third party, including but not limited to, right of privacy, proprietary rights or intellectual property rights of any third parties including without limitation copyright, trademarks, designs, patents and trade secrets; (vii) remove or otherwise modify any of the Company's trademarks, logos, copyrights, notices or other proprietary notices or indicia, if any, fixed, incorporated, included or attached to the Platform nor copy any local agent, the documentation or any written materials accompanying the Platform; (ix) use the Platform for any purpose other than for the purpose for which the Platform is designated for or other than in compliance with the terms of this Agreement; (x) circumvent, disable or otherwise interfere with security-related features of the Platform or features that enforce limitations on the use of the Platform; (xi) use any automated means to access the Platform; (xii) use the Platform without receiving all applicable consents for the collection and processing of personally identifiable information as required under any applicable law; (xiii) integrate the Platform (or any part thereof) into your hardware or systems other than as instructed by the Company; (xviii) ship, transfer, or export the Platform into any country, or make available or use the Platform in any manner, prohibited by applicable laws (including applicable export control laws); (xiv) violate or abuse log-in and/or password protections governing access to the Platform; (xv) access, store, distribute, or transmit during the course of its use of the Platform any malicious code (i.e., software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system), or unlawful, threatening, obscene or infringing material; and/or (xvii) use the Platform in any other unlawful manner.
5. Lawful Use: You hereby agree that you shall only use the Platform in a manner that complies with all applicable laws in the jurisdiction in which you use the Platform, including, but not limited to, applicable restrictions concerning the protection of privacy and intellectual property including copyrights and any other intellectual property rights.
6. Title & Ownership..
1. Ownership of the Platform.The Platform and the related documentation are licensed and not sold. All right, interest and ownership in and to the Platform and the related documentation, including without limitation in and to any and all Intellectual Property Rights evidenced by or embodied in, attached, connected and/or related to the Platform, are and shall remain owned solely by Company or its licensors. For the avoidance of doubt, any updates, modifications, improvements, or derivations made to the Platform, shall remain the sole property of the Company. This Agreement does not convey to you an interest in or to the Platform but only a limited right to use the Platform in accordance with the terms of this Agreement. Nothing in this Agreement constitutes a waiver of the Company’s Intellectual Property Rights under any law. “Intellectual Property Rights” means: (i) inventions (whether or not patentable), patents and patent applications throughout the world, including all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and re-examinations of any of the foregoing, all whether or not registered or capable of being registered; (ii) common law and statutory trade secrets and all other confidential or proprietary or useful information that has independent value, and all know-how, in each case whether or not reduced to a writing or other tangible form; (iii) all copyrights, whether arising under statutory or common law, whether registered or not; (iv) all trademarks, trade names, corporate names, company names, trade styles, service marks, certification marks, collective marks, logos, and other source of business identifiers, whether registered or not; (v) moral rights in those jurisdictions where such rights are recognized; (vi) any rights in source code, object code, mask works, databases, algorithms, formulae and processes; and (vii) all other intellectual property and proprietary rights, and all rights corresponding to the foregoing throughout the world.
2. Feedback.If you contact the Company with feedback data (e.g., questions, comments, suggestions or the like) regarding the Platform (collectively, “Feedback”), such Feedback shall be deemed non-confidential, and the Company shall have a non-exclusive, irrevocable, perpetual, royalty-free, fully paid, sublicensable, transferable, assignable and worldwide license to use and/or incorporate such Feedback into the Platform and/or other current or future products or services of the Company (without your approval and without further compensation to you). You hereby expressly and irrevocably waive any moral rights may have in the Feedback. The Feedback shall be deemed as Company’s Confidential Information (as defined below).
3. Input and Output. .
1. You represent and warrant that you are the rightful owner of the software code you upload or input into the Platform (the “Input”) or that you have (and will continue to have) all the necessary licenses, rights, consents, and permissions from the owners and/or licensors of such Input (including without limitation, as applicable, from your employer) for uploading the Input to the Platform and enabling the Company to provide its services with respect thereto. If you don’t possess such rights, you are strictly prohibited from sharing with us such Input. You further warrant and represents that your Input does not infringe any third party's intellectual property rights, privacy rights or publicity rights. As long as your Input is subject to any applicable copyright law, it shall remain at all times, and to the extent permitted by law, your sole and exclusive property. We do not claim ownership of your Input.
2. Unless you are on a “Team” Subscription, you hereby grant us a non-exclusive, irrevocable, perpetual, royalty-free, fully paid, sub-licensable, transferable, assignable and worldwide license to use the Input and the Output (as defined below) for the purposes of: (i) providing you with the Platform and the services offered via the Platform (including by transferring your Input to our LLM(s), as detailed below); and (ii) training, developing and improving the Company's current and/or future products (including the Platform), and you hereby explicitly and irrevocably waive any moral right you may have in and to the Input.
3. In case you are on a “Team” Subscription, we will not use your Input in order to train artificial intelligence models, nor store your Input for longer than reasonably necessary in order to generate the Output (as defined below) for you, except as required under applicable law. You hereby grant us a non-exclusive, royalty-free, fully paid, sub-licensable (solely to our authorized vendors involved in the operation of the Platform on our behalf) license to use the Input and the Output solely for the purpose of providing you with the Platform and the services offered via the Platform (including by transferring your Input to our LLM(s), as detailed below), for generating certain Analytics Information (as defined below), or as required by applicable laws.
4. You understand and agree that you are solely responsible for your Input and the consequences of uploading or inputting such Input to the Platform. The Company will not bear any liability for any loss, damage, cost or expense that you may suffer or incur as a result of or in connection with uploading or inputting any Input to the Platform. You are solely accountable for the routine backup of your Input. We do not assume responsibility for any backup procedures, recovery efforts, or ensuring the recoverability of your Input in the event of data loss. You shall have sole responsibility for the accuracy, quality and legality of the Input. It is further clarified that the Company does not support all code languages and technology stacks, but only those which are explicitly identified on the Pricing Page in relation to your Subscription
5. Output. As between you and the Company, you own all output from the Platform which is based on and made available to you by the Company in response to the Input (the “Output”). Please note however that as for the inherent characteristics of the Platform and artificial intelligence in general, the results generated by the Platform may not be entirely unique, and other users of the Platform might receive similar outputs. As such, your ownership of the Output will not apply with respect to output which the Company provided to other users of the Platform. You bear full responsibility and assume all risks associated with the utilization of the Output, including the incorporation of the Output into your source code. You are solely responsible for assessing its accuracy, integrity, and suitability for your intended purpose, which should involve employing human review as necessary. We strongly recommend that you have reasonable policies and practices in place designed to prevent the use of an Output in a way that may violate the rights of others. We expressly disclaim all liability and responsibility for any Output, including any errors, inaccuracies, lack of suitability, or non- conformity of said Output and/or any bugs, viruses, or Trojan horses contained therein, as well as with respect to any infringement of third party's intellectual property rights resulting therefrom. Furthermore, we disclaim any responsibility, and you hereby discharge us from any liability associated with the potential existence of any open-source licensed components within the Output, including licenses which may in certain cases require the public distribution of or access to your (or any third party's) source code.
6. You agree that you will not post or upload any Input or try to generate any Output containing content which (i) is unlawful to possess, post or upload; (ii) breaches the rights of third parties (including any intellectual property rights); (iii) is defamatory, vulgar, libelous, pornographic, indecent, harassing, threatening, abusive or fraudulent; (iv) violates any applicable laws or regulations, or encourage or promote any illegal activity including, but not limited to, copyright infringement, trademark infringement, defamation, invasion of privacy, identity theft, hacking, cracking or distribution of counterfeit software; and (v) include viruses or other harmful and/or malicious codes. You will also not, and will not permit any third party to, use the Output to develop any artificial intelligence models that compete with our products and services.
4. LLM(s). You hereby acknowledge and confirm that the Company partners with third parties engaging in Large Language Models operations in order to provide you with the Platform and the services offered via the Platform (“LLM(s)”) and that such LLM(s) may use the Input for the same purposes for which we are entitled to use the Input under this Agreement, mutatis mutandis.
5. Analytics Information. The Company may collect, disclose, publish and use in any other manner anonymous usage data, such as technical and behavioral information, deriving from your use of the Platform, as well as anonymous metadata deriving from your Input, such as the language of the relevant code and other metadata generated by tagging the Input (i.e., non-identifiable information, aggregated and analytics information that does not identify any organization or any individual person) (collectively, "Analytics Information"), in order to provide and improve the Platform and Services, for R&D purposes and for any other legitimate business purpose. The Company is and shall remain the sole owner of the Analytics Information.
7. Personal Data. Certain information we collect as part of your purchase of a Subscription, the creation of your Account, or the integration with your Social Media Network, may be considered as “personal data” under applicable laws, including without limitation your full name, email address, job title and company name, your communications with the Company (including by email), information collected via technology such as your IP address or similar identifiers, and Analytic Information which we may cross reference with the aforementioned information (collectively, “Personal Data”). You hereby consent to the collection and processing of your Personal Data in accordance with this section 7. In addition, you hereby warrant and represent that, where applicable, you have obtained the necessary consent of your Invited Users and provided them with all necessary notices and disclosures, as required by applicable law, for your transfer of their Personal Data to the Company and to the Company’s processing thereof in accordance with this section 7, including the Company’s communication to them of an invitation to open an Account, as further outlined above. You acknowledge and confirm that you are not required to provide us with your Personal Data and that such data is voluntarily provided to us. Your Personal Data may be processed by us for our general administrative and legitimate business purposes, including without limitation for the improvement of the Company’s products and/or services, and for providing you additional services (to the extent available and purchased by you) via the Company’s or its affiliates' website and/or platforms (such as, to provide you with certain insights and analytics via the Company’s website which are based on the Analytic Information). In addition, we may add your contact details to our mailing list for the purpose of sending you information about our products and services by email, SMS, phone or through web-browser notification. You have the right to opt-out of marketing messages at any time by following the instructions in such messages or by contacting us at: support@startearly.ai. You hereby acknowledge and confirm that the Personal Data shall not be transferred to any third party, other than to (a) to satisfy any applicable law or governmental request; (b) to enforce this Agreement, including investigation of potential violations thereof, and to defend against any claims or demands asserted against us by you or on your behalf; (c) to detect, prevent, or otherwise address fraud, security or technical issues; (d) by virtue of undergoing any change in control, including by means of merger, acquisition or purchase of all or substantially all of the assets of the Company, so long as such acquirer maintains the same privacy terms hereunder; (e) pursuant to your explicit approval prior to the disclosure; and/or (f) service providers involved in pursuing the purposes set forth above on the Company’s behalf. You further acknowledge and confirm that such recipients may be located in a country that does not have the same data protection laws as your jurisdiction, and you hereby consent to such cross-border transfer.
8. Disclaimers.TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND THE OUTPUT ARE PROVIDED ON AN “AS IS” BASIS. THE COMPANY OR ITS AFFILIATES, AGENTS, RESELLERS, LICENSORS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, DISTRIBUTORS, SERVICE PROVIDERS AND/OR SUPPLIERS DO NOT WARRANT THAT THE PLATFORM AND/OR THE OUTPUT WILL MEET YOUR REQUIREMENTS OR THAT THE PLATFORM'S AND/OR THE OUTPUT’S OPERATION WILL BE SECURED AT ALL TIMES, UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES, BUGS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PLATFORM LIMITATIONS. TO THE EXTENT ALLOWED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NONINTERFERENCE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY AND RELIABILITY OF THE RESULTS AND OTHER DATA PRODUCED BY USE OF THE PLATFORM AND/OR THE OUTPUT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, DUE TO THE CONTINUAL DEVELOPMENT OF NEW TECHNIQUES FOR INTRUDING UPON AND ATTACKING NETWORKS, COMPANY DOES NOT WARRANT THAT THE PLATFORM OR ANY EQUIPMENT OR SYSTEM SUPPLIED BY THE COMPANY WITH THE PLATFORM (IF ANY), WILL BE FREE OF VULNERABILITY, INTRUSION OR ATTACK.
9. Limitation of Liability.TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (A) THE COMPANY OR ITS SUPPLIERS AND/OR LICENSORS SHALL NOT BE LIABLE WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO, ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL AND LOST OR DAMAGED DATA OR DOCUMENTATION), SUFFERED BY ANY PERSON, ARISING FROM AND/OR RELATED WITH AND/OR CONNECTED TO THE INSTALLATION AND/OR USE OF THE PLATFORM AND/OR THE OUTPUT OR ANY EQUIPMENT OR SYSTEM SUPPLIED BY THE COMPANY (IF ANY) AND/OR ANY USE OF OR INABILITY TO USE THE PLATFORM (INCLUDING THE RESULTS, THE OUTPUT AND CONSEQUENCES OF USE OF THE PLATFORM AND/OR THE OUTPUT AND THE ACCURACY OF SUCH RESULTS AND/OR OUTPUT AND THEIR RELIABILITY) OR ANY EQUIPMENT OR SYSTEM SUPPLIED BY THE COMPANY (IF ANY), EVEN IF THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL THE COMPANY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FROM ALL CLAIMS OR CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL EXCEED THE LOWER OF ONE HUNDRED (100) US DOLLARS OR THE TOTAL AMOUNTS ACTUALLY PAID TO EARLY UNDER THIS AGREEMENT IN THE ONE (1) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
10. Third Party Platform. The Platform is based on software which is developed and owned by the Company and/or its licensors. The Platform may use or include third party software, files and components that are subject to open source and third party license terms. A list of third party components that their licenses require certain notification ("Third Party Components") is available in the Platform or its documentation or in the Company’s website, and may be updated from time to time. Your right to use such Third Party Components as part of, or in connection with the Platform is subject to any applicable acknowledgements and license terms accompanying such Third Party Components contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and this Agreement, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. Such Third Party Components are provided on an “AS IS” basis without any warranty of any kind and shall be subject to any and all limitations and conditions required by such third parties. You hereby agree to such terms associated with the Third Party Components. Under no circumstances shall the Platform or any portion thereof (except for the Third Party Components contained therein) be deemed "open source" or "publicly available" software. The licenses of certain Third Party Components may require the provision of the source code of these Third Party Components. With respect to any licenses of Third Party Components that require the provision of the open source code of these Components, the Company will provide you and any third party, during a period set forth by each such license, for a charge of no more than Company's cost of physically performing source distribution, a complete machine-readable copy of the corresponding source code, on a medium customarily used for software interchange. For that purpose, you should contact the Company at: support@startearly.ai.
11. Indemnification.You agree to defend, indemnify and hold harmless the Company, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from: (i) your unauthorized use of the Platform; (ii) your infringement of the Company's Intellectual Property Rights; and/or (iii) your violation of any term of this Agreement. Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval.
12. Termination.The term of this Agreement shall start of the Effective Date and remain in effect until terminated in accordance with this Section (the “Term”), while your access to any Subscription-based features will cease immediately upon the termination of your Subscription. In case you are using only the free version of the Platform, you may terminate this Agreement at any time by uninstalling the Platform. In case you have any Subscription in effect, you may terminate the Subscription by providing Early a written notice and such termination will take effect at the end of your current Billing Cycle period, unless applicable consumer laws require otherwise. The Company may immediately terminate this Agreement and/or any Subscription for any reason by providing you a notice via e-mail or via the Platform. In addition, the Company reserves the right, at its sole discretion, to cease the operation of the Platform or any part thereof, temporarily or permanently, and to delete any information or content available therein. You agree and acknowledge that we do not assume any responsibility with respect to, or in connection with the termination of the Platform’s operation and loss of any data. Upon termination of this Agreement for any reason: (i) the License granted to you in this Agreement and, as applicable, any exiting Subscription, shall expire and you shall immediately discontinue all further use of the Platform and delete the documentation; (ii) you shall promptly remove the Platform from all hard drives, networks and other storage media and destroy all copies of the Platform in your possession or under your control; and (iii) you shall immediately pay all remaining sums due until the termination date (where applicable, calculated on a pro-rated basis). Upon the Company's request you shall within three (3) days certify destruction of, all full or partial copies of the Platform, documentation and related materials provided to you by the Company or on its behalf. The provisions of this Agreement that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive. Termination of this Agreement shall not limit Company from pursuing any other remedies available to it under the applicable law.
13. Maintenance and Support.For the avoidance of doubt, the Company is not obligated in any manner to provide you with support and/or maintenance services with respect to the Platform (such as, upgrades, modifications, or new releases of the Platform).
14. Publicity.You hereby agree that Early may use the name, logo, and related trademarks or service marks of the relevant company or organization whose domain is associated with the e-mail address you have provided us as part of your registration to the Platform, as applicable, in Early’s marketing and promotional materials, including without limitation Early’s website. You hereby undertake that you have the required authority within such third party, or that you have otherwise received such third party’s consent, for granting such rights to the Company, and you agree to provide us with written evidence of such consent upon our request.
15. Confidentiality. The Platform, the documentation and any and all information therein or relating thereto, including but not limited to trade secrets, technology, methodology, data, know-how, techniques and look and feel of the Platform, and all other information provided to you by the Company or its affiliates (if any), whether written or oral, that, given the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive, shall all be deemed as confidential information of the Company (collectively, “Confidential Information”). You shall take reasonable measures, at least as protective as those taken to protect your own confidential information, but in no event less than reasonable care, to protect the Confidential Information from disclosure to a third party. You shall not use or disclose the Confidential Information except as expressly permitted under this Agreement. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the Company.
16. Miscellaneous. Where our contracting party is Early Technologies Ltd, this Agreement will be governed by the laws of the State of Israel, and where our contracting party is Early Technologies Inc, this Agreement will be governed by the laws of the State of New York, USA, in each case, without regard to their conflict of laws provisions. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. Where our contracting party is Early Technologies Ltd, any claim or controversy arising out of or relating to this Agreement shall be brought exclusively in the courts located in Tel-Aviv, Israel, and where the our contracting party is Early Technologies Inc, any claim or controversy arising out of or relating to this Agreement shall be brought exclusively in the courts located in the State of New York, USA, and in each case, the Parties hereby consent to personal jurisdiction and venue in such courts. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. You may not assign your rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign or transfer its rights and/or obligations under this Agreement without restriction or notification. We may, at our sole discretion, change this Agreement from time to time, so please re-visit this page frequently. In case of any material change, we will post a clear notice on the Company’s website and/or Platform and/or send you an e-mail regarding such change. Such material changes will take effect seven (7) days after such notice was provided. Otherwise, all other changes to this Agreement are effective as of the stated “Last Revised” date and your continued use of the Platform on or after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. We also reserve the right to modify, correct, amend, enhance, improve, make any other changes to the Platform (or any part thereof), at any time, while in the event of material changes, we will take commercially reasonable efforts to notify you via one of the communication means identified under this Section.

I HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS.