Terms & conditions
The following are the terms and conditions that apply to your use of the Services (as defined below) offered and provided by Panax. The User (as defined below) is entering into these Terms with (i) Panax Tech Inc., a corporation incorporated under the laws of the State of Delaware OR (ii) Panax Tech Ltd., a company incorporated under the laws of the State of Israel, depending on the entity specified in the Purchase Order in which these Terms are referenced.
Panax offers innovative solutions for cash flow management. When an individualor entity who accesses the Service in any capacity (“User”) use Panax, andregister an account, such User gains access to tools that can help the Usertrack, monitor, and optimize the User’s businesses’ cash flow, operations andperformances (and collectively the “Service”).
User’s use of, and access to, the Service and any of Panax’s products andservices are conditioned upon User’s acceptance, without any modification, ofthe terms of use set forth herein, including the terms of the Privacy Policywhich are incorporated herein by reference (and together, the"Terms").
The Terms herein govern the access to, and use of, theService and constitute a binding legal agreement between the User andPanax.
These Terms apply regardless of how the User accessesthe Service, including any technologies or devices by which Panax makes theService available. By accepting these terms and or using the Service, the Userhereby waives any applicable rights to require an original (non-electronic)signature or delivery or retention of non-electronic records, to the extent notprohibited under applicable law.
Any User that accepts or agrees to these Terms onbehalf of a corporation or any other legal entity (the "LegalEntity"), represents and warrants that it has the authority to bind thatcertain Legal Entity to these Terms which shall apply to that certain LegalEntity.
Panax and the User may each be referred to herein as a“Party” and collectively as the “Parties”.
1. License
1.1. During the Term (as defined below) and subject tothe terms and conditions hereof, Panax grants User a limited, non-exclusive,non-transferrable, non-sublicensable, revocable right to access the PanaxTechnology, and its future SAAS platform (the "Platform"). Inconnection therewith, the User shall provide Panax with access to certaincontent, and Panax may use such content solely for the purpose of thisAgreement, including improvement of the Panax Technology and Platform.
1.2. The User and anyone on its behalf shall not: (i) reverse-engineer any ofthe Panax Technology; or (ii) disable, prevent, disrupt or interfere in anymanner with the operation of the Platform; or (iii) use the Panax Technology orPlatform, in connection with any commercial endeavors in any manner, except asexpressly permitted herein.
2. Consideration
The consideration and payment terms for the services shall be set forth ina Purchase Order mutually signed by the parties.
3. Representationsand Warranties
3.1. Panax represents and warrants that: (i) it hasfull power and authority to execute this Agreement; (ii) it has the requisiterights in the Panax Technology and Platform to provide the User with theservices hereunder; (iii) Panax complies with industry standard practices toensure that the Platform contains no viruses technological means intended todisrupt, damage or interfere with the use of computers or related systems; and(iv) it shall at all times comply with applicable law and this Agreement in connectionwith its performance of this Agreement.
3.2. User represents and warrants that: (i) it has full power and authority toexecute this Agreement; (ii) it has the requisite rights to provide anymaterials, data and/or content which may be provided to Panax with access orthat may be uploaded to the Platform ("User Content"); (iii) all UserContent does not and shall not infringe any third party rights, includingwithout limitation privacy rights, publicity rights, trademark, copyrights andother intellectual property rights; (iv) it shall at all times comply withapplicable law and this Agreement in connection with its with its performanceof this Agreement.
3.3. User will not, nor will it allow anyone acting on its behalf, or otherthird party to: (a) copy, modify, adapt, translate or otherwise createderivative works of the Service; (b) reverse engineer, de-compile, disassembleor otherwise attempt to discover the source code of the Service; (c) rent,lease, sell, sublicense, assign or otherwise transfer rights in or to theService; (d) remove any proprietary notices or labels from the Service; (e)use, post, transmit or introduce any device, software or routine whichinterferes or attempts to interfere with the operation of the Service; (f)develop any other product or service containing any of the concepts and ideascontained in the Service or use the Service for the purpose of generating asimilar or competitive product; (g) test the Service or use the Service inconnection with any benchmark tests, evaluation, or any other tests of whichthe results are designated or likely to be published in any form or media, orotherwise made available to the public, without Panax prior written approval;(h) directly or indirectly take any action to contest Panax’s intellectualproperty rights or infringe them in any way; (i) make the Service available fortimesharing, service bureau or application service provider; (j) remove,obscure, or alter any notice of copyright, Panax’s Marks (as such term isdefined below), or other proprietary right appearing in or on any item includedwith the Service; (k) allow any third party to have access to the Servicewithout Panax’s prior written consent.
3.4. User acknowledges and agrees that the Service is not intended to replacefinancial advice, and agrees and acknowledges that the Service is not intendedto be used as the sole basis for any decision.
4. Ownership
4.1. Panax, or as the case may be, its licensors, ownand shall at all times retain all right, title, and interest in and to thePanax Technology and Platform, including all know-how, components, materials,software and technical innovations that provide the Platform, as well as in allmodifications, enhancements, and updates thereto, all intellectual propertyrights, and the trademarks, service marks, and logos contained therein,including if such modifications, enhancements, and updates are made in responseto Feedback (as defined below). Nothing in this Agreement shall be interpretedto provide User with any rights in the Panax Technology or the Platform exceptthe limited rights set forth in Section 1. Nothing in this Agreement shallrestrict Panax’s right to use, profit from, disclose, publish, keep secret orotherwise exploit Feedback, including, without limitation, to develop andimprove the Platform, without compensating or crediting the User.
4.2. User owns and shall at all times retain all right, title and interest inand to the User Content, including all know-how, components and materials, aswell as in all modifications, enhancements, and updates thereto, allintellectual property rights, and the trademarks, service marks, and logoscontained therein.
4.3. All trademarks are (registered) trademarks oftheir respective owners. Without derogating from Panax’s right to exploit theFeedback as set forth in Section 4 above, nothing in this Agreement shall beinterpreted to provide Panax with any rights in the User Content except thelimited rights with respect as set forth in Section 3.2.
4.4. Any error and bug reports, additional features,ideas, requests, feedbacks, recommendations, comments, concepts and otherrequests or suggestions related to the Service (collectively, the “Feedback”)that the User may provide to Panax, will be solely owned by Panax. User herebyirrevocably assigns and transfers any intellectual property rights in suchIdeas to Panax, free of charge.
5. Third PartyServices
5.1. Panax may incorporate other websites, resourcesand services provided by third parties via the Service (such incorporatedservices, together with the account linkage between the Service and any of theUser’s accounts with a financial establishment, shall be referred to herein asthe “Third-Party Services”). Such Third-Party Services are provided for theUser’s convenience only. If the User decides to use or access Third-PartyServices through the Service, such activity and use on the Third-Party Servicesis governed by that service provider’s policies, not by those of Panax.
5.2. Without derogating from the generality of the foregoing:
5.2.1 If theUser uses Third-Party Service provided by Salt Edge Limited, a company dulyincorporated and existing under the laws of England and Wales, underregistration number 11178811, with its registered address at 2nd Floor AmbaHouse, 15 College Road, Harrow, England, HA1 1BA, United Kingdom (“SaltEdge"), which enables connectivity to a bank account for automaticallyretrieving the balance and the transactions information from the account, thenthe use of such Third-Party Service offered by Salt Edge is subject to User’s acceptancein full of Salt Edge’s privacy policy available here [End-userDashboard Privacy Policy] and terms of service available here [End-userDashboard Terms of Service].
5.2.2 If theUser uses the Third Party Service provided by Workato Inc. which enables automation in businessworkflows, which involve transferring data between apps and ERP systems such asSalesforce, Netsuite etc. , then the use of such Third Party Service offered byWorkato is subject to User’s acceptance in full of Workato’s policy availablehere [ PrivacyPolicy] and terms of service available here [ Terms of Service].
5.3. Panaxdisclaims any and all liability or responsibility for any Third-Party Servicesaccessed through the Service, including any third-party online property whichis accessible through the Service. Panax does not endorse any Third-PartyServices and if the User decides to access or use any Third-Party Services,then the User shall be responsible for any such use and subject to the termsand conditions of use for such Third-Party Services. Panax cannot guarantee thecompleteness or accuracy of information obtained through Third-Party Services,and any errors which occur as a result of such outside resources shall be atthe User’s sole risk and responsibility.
6. Confidentiality
6.1. Each party (a "Disclosing Party")acknowledges that it may have access to, and the Disclosing Party may discloseto the other party (the "Receiving Party"), certain valuableinformation belonging to and relating to Disclosing Party, which DisclosingParty considers confidential, including, but not limited to, informationcomputer programs, user manuals, sales and marketing plans, business plans,processes, customer lists and other trade secrets. Receiving Party shall notdisclose such confidential information to third parties, shall not use suchconfidential information for its own benefit except to the extent required orpermitted hereunder, and shall not disclose such confidential information to oruse such confidential information for the benefit of third parties. ReceivingParty shall disclose confidential information only to those of its employeeswho need to know such information for the purpose of this Agreement and shallensure that its employees observe the confidentiality obligations in this Section5.
6.2. This Agreement shall impose no obligation ofconfidentiality upon Receiving Party with respect to any portion of theconfidential information which: (i) now or hereafter, through no act or failureto act on Receiving Party's part, becomes generally known or available; (ii) isknown to Receiving Party at the time Receiving Party receives same fromDisclosing Party as evidenced by written records; or (iii) is hereafterfurnished to Receiving Party by a third party as a matter of right and withoutrestriction on disclosure as evidenced by written records. (iv) wasindependently developed by the Receiving Party without reliance on theconfidential information as evidenced by written records. Notwithstanding theforegoing, under all circumstances all benchmarks and other informationregarding the results of User’s use and evaluation of the Panax Technology andthe Platform and any communications and reports prepared under this Agreementincluding the Feedback shall be deemed the Confidential Information of Panax,and shall be subject to all non-disclosure and non-use restrictions herein.
6.3. In the event that Receiving Party is required todisclose confidential information of the Disclosing Party pursuant to any Law,regulation, or governmental or judicial order, the Receiving Party will, to theextent permitted; (a) promptly notify Disclosing Party in writing of such Law,regulation or order, and (b) reasonably cooperate with Disclosing Party inopposing such disclosure.
7. No Warranty andLimitation of Liability
7.1. ANY SERVICES PROVIDED BY PANAX, THE PANAXTECHNOLOGY AND THE PLATFORM ARE PROVIDED "AS IS" AND FOR EVALUATIONPURPOSE ONLY AND WITHOUT EXPRESS, IMPLIED OR STATUTORY WARRANTY OF ANY KIND,INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE. PANAX SHALL HAVE NO LIABILITY FOR ANY LOST ORCORRUPTED DATA.
7.2. User is responsible for maintaining the securityof its account in the Services and for maintaining the security of theauthentication credentials of persons using the Service on its behalf, as wellas for determining access privileges and rights for authorized users. Usershall be responsible for all uses of its account with or without its knowledgeor consent, including the initiation of any payments in the Payments Services,if applicable. User is responsible for all damages caused by its or anauthorized user’s failure to maintain the security of its account andauthentication credentials.
7.3. IN NO EVENT SHALL PANAX BE LIABLE FOR ANYINDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, ANY LOST PROFITS, LOSTSAVINGS OR OTHER INCIDENTAL, OR ANY CLAIM BY THE USER, HOWEVER CAUSED, BASED ONANY THEORY OF LIABILITY AND WHETHER OR NOT IT HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES, ARISING IN ANY WAY OUT OF THIS AGREEMENT.
7.4. SUBJECT TO APPLICABLE LAW, PANAX TOTAL CUMULATIVELIABILITY TOWARDS THE USER OR ANY OTHER PARTY ARISING OUT OF OR IN ANY WAYCONNECTED WITH THIS AGREEMENT, THE SERVICES (INCLUDING BUT NOT LIMITED TO THEUSE OR INABILITY TO USE THE SERVICES, OR FOR ANY INTERRUPTION, INACCURACY,ERROR, OR OMISSION), WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, TORT, OROTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUND DUE OR PAID BY THE USER TO PANAXDURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CAUSE OF ACTION.
8. Term andTermination
Unless otherwise stated in the Purchase Order or anyother ordering document this Agreement will be in effect as of the EffectiveDate and shall continue for a period of 12 months, and shall thereafterautomatically renew for additional 6-month periods until terminated inaccordance with these Terms (the "Term"). Each party may terminatethis Agreement at any time by 30 days’ prior written notice to the other party.Upon the expiration or termination of this Agreement, User will make no furtheruse of the Panax Technology or Platform. Sections 4, 5, 6 and 9 shall survivethe expiration or termination of this Agreement for any reason.
9. Publicity
During the Term, Panax may refer to the User as acustomer of Panax, including by displaying the User’s name and logo on Panax'swebsite and other marketing (and investor facing) materials but other usesshall be subject to the User’s prior written consent, which consent shall notbe unreasonably withheld.
10. Miscellaneous
10.1. This Agreement sets forth the entire agreementbetween the parties concerning the subject matter hereof. The Parties agree notto assign any rights or obligations under this Agreement; any attemptedassignment shall be null and void and shall result in the termination of thisAgreement. If any part of this Agreement shall be invalid or unenforceable,such part shall be interpreted to give maximum effect to its terms as possibleunder applicable law and such invalidity or unenforceability shall not affectthe validity or enforceability of any other part or provision of this Agreementwhich shall remain in full force and effect.
10.2. This Agreement shall be governed by andinterpreted as follows: (i) if the Agreement is between the User and Panax TechInc., as set forth in the preamble, this agreement shall be governed andinterpreted under the laws of the State of New York, and the competent courtsof New York City, NY, shall have exclusive jurisdiction regarding all disputeshereunder, and the parties expressly consent to such jurisdiction (ii) if theAgreement is between the User and Panax Tech Ltd., as set forth in the preamble,this agreement shall be governed and interpreted under the laws of the State ofIsrael, and the parties agree that the competent courts in Tel-Aviv, Israelshall have exclusive jurisdiction regarding all disputes hereunder, and theparties expressly consent to such jurisdiction. In each of the foregoingcases, any provisions regarding conflict of laws shall not apply. THE PARTIES HERETO WILL AND THEY HEREBY DOWAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHEROF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUTOF OR IN ANY WAY RELATED TO THIS AGREEMENT.
10.3. This Agreement may be executed in any number ofcounterparts, including via electronic scan or e-signature, each of which shallbe deemed an original but all of which together shall constitute one and thesame instrument.
Last modified: 1 January 2025
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