Journey Platform Terms of Service

These Terms of Service ("Agreement") apply to the services provided by Journey Platform Ltd. (“Journey”) to customers who signed a written purchase order with Journey (“Customer” and “PO”, respectively):

1. The Platform.

1.1. Journey provides a SaaS platform for strategic planning and execution for CEOs and C-level executives (the "Platform").

1.2. Journey shall grant Customer a non-exclusive, non-sublicensable, non-transferable license to use the Platform for its intended purposes during the term of the PO.

2. Restrictions.

Except as expressly permitted herein, Customer shall not, directly or indirectly: (i) sell, license (or sub-license), lease, assign, transfer, pledge, or share the Platform with or to any third party other than permitting consultants to use the Platform in order to provide services to Customer; (ii)  disclose, publish or otherwise make publicly available the results of any benchmarking of the Platform without Company’s written approval; (iii) use the Platform for purposes of competitive analysis or the development of a competing software product or service; (iv) use the Platform in any manner that is prohibited by law, including without limitation, to sell, distribute, download or export the Platform: (a) into (or to a resident of or corporation incorporated in) Cuba, Iran, Libya, North Korea, Sudan or Syria, (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals, (c) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval, or (d) otherwise in violation of any export or import restrictions, laws or regulations of the U.S. or any foreign agency or authority. Customer agrees to the foregoing and warrant that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list; (v) exceed any use limitations or other restrictions that are specified in the PO; (vi) contest Journey’s intellectual property in the Journey IPR (as defined below); (vii) use the Platform for any purpose other than as permitted by this Agreement or attempt to access any part of the Platform or its servers without authorization or by unauthorized means; (viii) initiate an unreasonable number of session in a manner that encumbers the Platform or its servers; (ix) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Platform, such as features that restrict or monitor use of the Platform; or (x) cause or permit any third party to do any of the foregoing. Customer is solely responsible for acquiring and maintaining all of the hardware and software necessary to access and make use of the Platform.

3. Warranties and Representations.

Each party hereby warrants and represents that it is authorized to enter into this Agreement. Customer warrants and represents that it is authorized to upload, use and process all data and content uploaded or processed through its account on the Platform (“Customer Data”) and that the Customer Data does not infringe the rights of any third party.  

4. Payment.

In consideration for the right to use the Platform Customer shall pay Journey the fees set forth in the PO. The fees are exclusive of sales tax or other taxes, which will be borne by Customer (except for taxes on Journey’s income). Unless otherwise set forth in the PO, all fees shall be paid within thirty (30) days of Journey’s invoice.  Without prejudice to its other remedies, Journey shall have the right to charge interest on any overdue invoices at the rate of 1½% per month (or the maximum rate permitted under applicable law, if lower) from the date when payment of the invoice becomes due for payment up to and including the date of actual payment. If Customer is required to withhold any amounts from payments herein, Customer shall gross-up these amounts such that all payments shall be made to Journey without reductions or deductions.  

5. Confidential Information; Personal Information.

Each party (“Receiving Party”) may have access to certain non-public or proprietary information or materials of the other party (“Disclosing Party”) whether in tangible or intangible form (“Confidential Information”). Without derogating from the foregoing, the Customer Data shall be deemed as Customer’s Confidential Information and the Platform and terms of the Agreement shall be deemed as Confidential Information of Journey. Receiving Party may use the Confidential Information solely for the purpose of exercising its rights under this Agreement. Receiving Party shall not disclose or make available the Confidential Information to any third party, except to its employees and consultants that have a need-to-know such information and who are bound by written confidentiality obligations at least as protective as provided herein. Receiving Party shall protect the Confidential Information using measures at least as protective as those taken to protect its own confidential information of like nature (but in no event less than a reasonable level of care). Receiving Party will promptly notify Disclosing Party in writing in the event of any actual or suspected unauthorized use or disclosure of any Confidential Information. Confidential Information shall not include: (i) information that was in the public domain at the time of disclosure or becomes in the public domain after disclosure not due to breach of this Agreement by Receiving Party; (ii) information that was already in the possession of the Receiving Party before disclosure herein; and (iii) information disclosed to Receiving Party by any third party who is not subject to confidentiality restrictions. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information that it is required to disclose pursuant to applicable laws or an order of any competent authority or court, provided that Receiving Party shall, if permitted by law, notify Disclosing Party in advance of such disclosure in order to enable Disclosing Party to seek confidential treatment or a protective order and shall disclose only that portion of the Confidential Information that is required by law.

6. Privacy.

Journey shall process personal information in accordance with its privacy policy, available at: https://thejourneyplatform.com/journey-privacy-policy, as may be modified by Journey from time to time.

7. Ownership.

7.1. Customer retains all right, title and interest in and to the Customer Data, which shall remain owned by Customer.

7.2. The Platform and Journey Confidential Information and all improvements, enhancements and derivatives of any of the foregoing and all intellectual property rights thereto ("Journey IPR") are exclusively owned by Journey and/or its licensors. All feedback and suggestions provided to Journey regarding the Platform shall be deemed as Journey IPR. This Agreement does not convey to Customer any right, title or interest in the Journey IPR except for the license to use the Platform pursuant to Section 1 above.

8. Indemnification.

8.1. Journey shall defend Customer against any third-party claim or demand alleging that the Platform infringe the intellectual property rights of a third party (for the purposes of this Section, “Claim”). Journey shall indemnify and hold Customer harmless against any damage, loss or liability arising from a Claim and finally awarded in judgment or agreed in settlement.  

8.2. Customer shall defend Journey against any third-party claim or demand in respect of Customer Data or its use by Customer or on its behalf (for the purposes of this Section, “Claim”). Customer shall indemnify and hold Journey harmless against any damage, loss or liability arising from a Claim and finally awarded in judgment or agreed in settlement.

8.3. The indemnified party shall: notify the indemnifying party of a Claim, promptly after becoming aware thereof; render full control over the defense and settlement of the Claim to indemnifying party; and provide reasonable assistance in the defense at indemnifying party’s expense.

9. Disclaimer.

EXCEPT AS EXPLICITLY SET FORTH HEREIN, THE PLATFORM AND RELATED SERVICES ARE PROVIDED “AS IS”, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. JOURNEY DOES NOT WARRANT ANY SPECIFIC RESULT FROM USE OF THE PLATFORM. COMPANY IS NOT A PARTY TO ANY ENGAGEMENT BETWEEN CUSTOMER AND ITS CONSULTANTS.  

10. Limitation of Liability.

EXCEPT FOR CLAIMS ARISING FROM BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATION HEREIN, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR LOSS OF DATA. EXCEPT FOR CLAIMS ARISING FROM BREACH OF CONFIDENTIALITY AND THE INDEMNIFICATION OBLIGATION HEREIN, JOURNEY'S OR ITS AFFILIATES’ AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO JOURNEY HEREIN DURING THE TWELVE (12) MONTHS PERIOD PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.

11. Term and Termination.

11.1. This Agreement shall be in force for the term set forth in the PO (“Initial Term”). At the end of the Initial Term and each renewal term, the term of the PO shall automatically renew for additional subsequent periods of the same length, unless either party notifies the other party in writing of its election not to renew the Agreement.

11.2. Notwithstanding the termination or expiration of this Agreement, Sections 2-5 and 7-10, 12.2 and 13 shall survive and remain in effect in perpetuity. Upon termination or expiration of this Agreement Each party shall delete or return, at the other party’s discretion, all Confidential Information of the other party. Journey does not provide backup for customer responses generated by the Platform.  

12. General.

(i) This Agreement and the PO is the entire agreement between Customer and Journey in respect of the subject matter herein and this Agreement shall not be modified except as provided herein; (ii) this Agreement shall be construed and governed in accordance with the laws of and be subject to the exclusive jurisdiction of Israel and the competent courts of Tel Aviv-Jaffa, Israel, and each party hereby submits itself to the exclusive jurisdiction of these courts; (iii) neither party may assign or otherwise transfer this Agreement or any of its rights and obligations under this Agreement to any third party without the prior written consent of the other party. Any unauthorized assignment will be void and of no force or effect. Notwithstanding the foregoing, Journey may assign and transfer all of its rights and obligations herein in connection with a merger, consolidation, reorganization or sale of all or substantially all of its assets; (iv) unless otherwise expressly provided, no provisions of this Agreement are intended or shall be construed to confer upon or give to any person or entity other than Customer and Journey, any rights, remedies or other benefits under or by reason of the Agreement; (v) no failure or delay by either party in exercising any right, power or remedy shall operate as a waiver thereof. Waivers must be explicit and in writing.