Last Updated April 19, 2023
These Terms and Conditions (“Terms”) apply to the “Strattic Service” provided by Elementor Ltd. and any of its subsidiaries (“Elementor”) as set forth in the Order Form signed by Customer and Elementor. Capitalized terms utilized but not defined in these Terms are defined in the Order Form.
- Services. The Order Form sets forth (a) the Strattic Services to be provided by Elementor to Customer and the number of Authorized Users (“Services”), (b) the period during which Customer has rights to access and use the Services (“Subscription Period”), and (c) the applicable fees payable by Customer for the Services (“Subscription Fees”). Elementor grants to Customer a limited, non-transferable, non-exclusive and non-sublicensable right and license, during the Subscription Period, to access and use the Services solely for Customer’s business purposes. Upon receipt of the Subscription Fees, Elementor will provide Customer access to the Services.
- Restrictions. Customer shall not conduct, nor shall Customer allow, assist, authorize or encourage any third party to conduct any act that may be unlawful, defamatory, libelous, threatening, pornographic, harmful, hateful, racial, violent, offensive or otherwise inappropriate while using the Services, including by way of example: (i) using content which contains viruses, worms, Trojan horses or other harmful or destructive code which are unwanted threats; (ii) creating content which promotes discrimination, violence, gambling, or child pornography; (iii) engaging in any unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable activity; or (iv) infringing any third party’s rights, including intellectual property rights, publicity rights and privacy rights. Elementor may prevent any use of the Services that, in its sole judgment, violates these Terms or any applicable law or regulation or is otherwise inappropriate. Customer represents and warrants that prior to any use of the Services, and at all times during the Subscription Period, it will act in full compliance with the applicable laws and regulation.
- Account Credentials. Customer shall be solely responsible and liable for all activity under its account, and to maintain the security of the accounts of the Authorized Users. Customer shall not share of misuse its access credentials. Customer shall notify Elementor immediately of any unauthorized use of its account or any other breach or suspected breach of security.
- Customer Content. Customer shall be solely responsible for any Customer Content (as defined below) and any harm resulting from such Customer Content. Elementor shall have no responsibility or liability whatsoever with respect to Customer Content, and it is used at Customer’s own risk. Customer shall be responsible to ensure that Customer Content is compliant with all applicable laws and with the terms of these Terms. Elementor shall not be responsible for any harm resulting from any third party visiting Customer Website. Customer shall be responsible to take the necessary precautions to protect itself and its computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.
- E-Commerce. While using the Services, Customer has the ability to build and operate websites in which it can sell goods, content, media, event tickets and others (each, “Customer Website”). Customer is solely responsible for its E-Commerce related activities in Customer Website, and shall be compliant at all times with any applicable laws. Elementor shall have no liability or responsibility for the Customer Website and shall not be responsible for any relationship with a third party or any transaction with any actual or potential buyer using the Customer Website.
- Support and Service Level Standards. During the Subscription Period, Elementor will use commercially reasonable efforts to meet the services level standards as stated in the Order Form (“Service Level Standards”), which is incorporated by reference to the order form, if applicable.
- Fees and Payment Terms. Customer will pay Elementor the Subscription Fees by credit card or as set forth in the Order Form. Payments made by credit card will be made via our third payment service providers and are subject to their respective terms of service and privacy policies. The Subscription Fees shall be paid in advance on an annual or monthly basis. Unless stated otherwise in any applicable Order Form, all payments shall be made in U.S. Dollars and by wire transfer to the bank specified on Elementor’s invoice. Notwithstanding any terms to the contrary: (a) Elementor, at its sole discretion, may modify its pricing during any Subscription Period, and such modifications will be effective as of the directly subsequent Subscription Period, provided such changes were made at least thirty (30) days before the end of such Subscription Period, and (b) Elementor will not issue any refunds for Subscription Fees paid in advance.
- Taxes. All Subscription Fees are exclusive of all taxes, including value-added tax, sales tax, goods and services tax, withholding taxes etc., levies or duties imposed by taxing authorities, as applicable (“Taxes”) which shall be borne solely by Customer. If Elementor is obligated to collect or pay Taxes for the Subscription Fees payable by Customer, such Taxes may be added to the payment of any Subscription Fees invoice. In the event that any Taxes are required to be withheld under applicable law, then Customer will be responsible for withholding and paying such Taxes to the applicable authorities and shall gross up any payments due to Elementor such that Elementor shall be paid the amount due prior to the imposition and payment of such applicable withholding Taxes.
- Term, Termination and effects of Termination. Unless agreed otherwise by the parties in any applicable Order Form, these Terms will remain in effect during the Subscription Period, and thereafter will automatically renew for successive periods equivalent to the Subscription Period in which these Terms will apply in full (each a “Renewal Period”, and together with the Subscription Period, the “Term”) unless either party terminates these Terms with no less than 60 days advance written notice to the other party prior to the end of the then-current Subscription Period or Renewal Period. Either party may terminate the Terms for cause if the other party breaches the Terms and does not remedy such breach within 30 days after receiving written notice of such breach from the other party. Elementor may suspend use of the Services (or any portion thereof) without liability if required by law, or if it believes that these Terms were breached. Upon any termination of the Terms, (a) all rights and licenses granted to Customer under the Terms will immediately terminate, and (b) Customer will immediately pay to Elementor all amounts due and payable up to the effective date of termination. Sections 4-11 will survive any termination of the Terms.
- Confidentiality. During the Term hereof, each party may have access to certain non-public proprietary, confidential or trade secret information or data of the other party, regardless of the manner in which it is furnished, which given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (together, the “Confidential Information”). Confidential Information shall exclude any information that (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the disclosing party; (iii) receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of these Terms; or (iv) the receiving party can demonstrate in its records to have independently developed, without breach of these Terms or any use of or reference to the Confidential Information. The receiving party agrees: (a) not to disclose the disclosing party’s Confidential Information to any third parties other than to its, directors, officers, employees, advisors or consultants (collectively, the “Representatives”) on a strict “need to know” basis only and provided that such Representatives are bound by written agreements to comply with the confidentiality obligations as protective as those contained herein; (b) not to use or reproduce any of the disclosing party’s Confidential Information for any purposes except to carry out its rights and responsibilities under these Terms; (c) to keep the disclosing party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care. Notwithstanding the foregoing, if receiving party is required by legal process or any applicable law, rule or regulation, to disclose any of disclosing party’s Confidential Information, then prior to such disclosure, receiving party will give prompt written notice to disclosing party so that it may seek a protective order or other appropriate relief.
- Intellectual Property Rights. Any feedback Customer may provide to Elementor regarding the Services constitutes Elementor’s Confidential Information and may not be disclosed to any third party, and Elementor is free to use and otherwise exploit such feedback without obligation or restriction of any kind. As between Customer and Elementor, Customer owns all right, title and interest in and to any data and information provided by Customer to Elementor while using the Services (“Customer Content”), and any and all patents, copyrights, moral rights, trademarks, trade secrets and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing (“Intellectual Property Rights”) embodied in the Customer Content. Customer grants to Elementor a non-exclusive right and license during the Subscription Period(s), to access and use the Customer Content in order to provide the Services to Customer. Elementor will not use the Customer Content for any other purpose, and will not disclose any Customer Content to any third party without Customer’s consent. Customer represents and warrants that Customer owns all rights in and to the Customer Content or has the valid legal right to grant Elementor access to and use of the Customer Content in order to provide the Services. Elementor owns all right, title and interest in and to the Services (and any and all modifications, improvements or derivative works of the Services), and any and all Intellectual Property Rights embodied in the foregoing (collectively, the “Elementor IP”). Each party reserves all rights not expressly granted herein, and neither party grants a license to the other, whether by implication, estoppel or otherwise, except as expressly set forth in the Terms. Customer may not (a) modify, disclose, alter, translate or create derivative works of the Services (or any components thereof), (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Services (or any components thereof), (c) disassemble, decompile or reverse engineer the software components of the Services (except to the extent and for the express purposes authorized by applicable laws), (d) use the Services to store or transmit any viruses, software routines or other code designed to permit unauthorized access, to disable, erase or otherwise harm software, hardware or data, (e) copy, frame or mirror any part of the Services, (f) knowingly interfere with or disrupt the integrity or performance of the Services, (g) attempt to gain unauthorized access to the Services or their related systems or networks, (h) disclose to any third party any performance information or analysis relating to the Services, (i) disclose to any third party any terms or conditions of the Terms (including, the Order Form), (j) develop, promote, market, offer to sell, sell, license or distribute, directly or indirectly, a product or service that competes with the Services (or any portion thereof), or (k) knowingly permit or otherwise allow anyone to do any of the foregoing.
- Privacy And Data Protection. The parties will comply with Elementor’s Data Processing Addendum available at https://www.strattic.com/dpa/ (“DPA”), which is incorporated into these Terms. If there is any conflict or inconsistency between the provisions of these Terms and the provisions of the DPA, then the provisions of the DPA shall govern.
- Indemnification. Customer shall indemnify and hold Elementor, its directors, officers, and employees harmless against any and all losses, liabilities, damages, demands, costs, claims and expenses (including reasonable attorney’s fees) arising out of or related to (i) Customer’s use of the Services; (ii) Customer’s violation of these Terms; or (iii) Customer’s violation of any third party rights.
- Disclaimer. EXCEPT FOR THE SERVICE LEVEL STANDARDS, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ELEMENTOR DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE TERMS, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT ELEMENTOR KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE), AND WARRANTIES OF NON-INFRINGEMENT OR CONDITION OF TITLE. ELEMENTOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL BE ACCURATE OR MEET THE CUSTOMER’S REQUIREMENTS, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
- Limitation Of Liability. IN NO EVENT WILL ELEMENTOR BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER, ARISING OUT OF OR RELATED TO THE TERMS, OR THE ELEMENTOR IP, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY), EVEN IF ELEMENTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ELEMENTOR’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE TERMS EXCEED THE SUBSCRIPTION FEES PAID TO ELEMENTOR FOR THE SUBSCRIPTION PERIOD DURING WHICH THE DAMAGES FIRST AROSE. NOTWITHSTANDING ANY TERMS TO THE CONTRARY, (A) SERVICE CREDITS ARE THE SOLE AND EXCLUSIVE REMEDY FOR ANY SERVICE LEVEL STANDARDS FAILURE, AND (B) ELEMENTOR WILL NOT BE LIABLE FOR ANY DISCLOSURE OF, UNAUTHORIZED USE OF OR UNAUTHORIZED ACCESS TO ANY DATA UNLESS SUCH DISCLOSURE, UNAUTHORIZED USE OF OR UNAUTHORIZED ACCESS SOLELY AND DIRECTLY RESULTS FROM ELEMENTOR’S FAILURE TO MEET THE ELEMENTOR SECURITY REQUIREMENTS. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THESE TERMS.
- Copyright. If Elementor receives notice regarding a copyright infringement related to Customer Content or Customer Website, it may cancel Customer’s account or remove any Customer Content in its sole discretion, with or without prior notice to Customer. Elementor reserves the right to notify the person or entity providing the infringement notice of any counter-notice filed by Customer and provide any details included therein.
- Service Updates. We may update the product from time to time in order to improve its functionality, security, and overall performance. It is your responsibility to ensure that you are using the most recent version of the product. Failure to update the product may result in decreased functionality, security vulnerabilities, or other issues. The consequences of not updating the product shall be solely the responsibility of the customer.
- Miscellaneous. The Terms (including the Order Form(s), Exhibits, and all other terms and conditions incorporated into the Terms by reference) set forth the entire agreement between Customer and Elementor with regard to the Services and supersedes all prior agreements, understandings, statements, proposals, and representations, whether written or oral, between the parties. The Terms will be governed, construed and enforced in accordance with, the laws of the State of Israel, excluding its conflict of laws rules to the extent such rules apply. The parties agree that any and all disputes arising out of or in connection with these terms shall be resolved exclusively in Tel Aviv, Israel. Customer acknowledges and agrees that Elementor may monitor, collect, use and store anonymous and aggregate statistics regarding use of the Services and any individuals or entities that use the Services. Neither party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner or partner of the other party, and the relationship between the parties will only be that of independent contractors. Customer must not assign, delegate or transfer (by sale, merger, operation of law or otherwise) the Terms or any right, title, interest or obligation hereunder without Elementor’s prior written consent. Any attempted or purported assignment, delegation or transfer in violation of the foregoing will be null and void and without effect. Elementor may assign the Terms without Customer’s prior written consent. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Except for payments due under the Terms, neither party will be responsible for any failure to perform or delay attributable, in whole or in part, to any cause beyond its reasonable control, including, but not limited to, acts of God (fire, storm, floods, earthquakes, etc.), disruption of telecommunications, interruption or termination of service by any service providers, or any malicious or unlawful acts of any third party. Customer consents to Elementor’s use of Customer’s name and logo on Elementor’s site and marketing materials identifying Customer as a user of the Services, and the issuance of a press release by Elementor identifying Customer as a user of the Services. The Terms may only be amended, modified, or supplemented by an instrument in writing specifically identifying the Terms and signed by the authorized representatives of each party. If any provision of the Terms is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other provisions will nonetheless remain in full force and effect. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the parties will negotiate in good faith a modification to the Terms to affect the parties’ original intent as closely as possible.