Tufin Software Technologies General Terms & Conditions .
By ordering software and/or hardware products ("Product(s)") and/or Professional Services ("Services") from Tufin Software Technologies Ltd., and/or Tufin Software North America Inc. ("Tufin"), the customer/reseller/partner agrees to be bound by these General Terms and Conditions, unless otherwise and explicitly specified in an Master Services Agreement, a Master Subcontractor Agreement, or a Reseller Agreement (as applicable) entered between Tufin and client/reseller/partner. Any terms and conditions appearing in any customer/reseller/partner purchase order, invoice and/or any other form of communication which are not previously and explicitly approved in writing by Tufin is rejected in full, without the need of further notice or objection, and shall be of no effect, or in any way binding upon Tufin.
General Terms and Conditions
Software Purchases. Software purchases are governed by these terms and conditions and the shrink wrap End User License Agreement embedded in Tufin’s products (the ”Eula”), incorporated herein by reference and deemed an integral part hereof. In the event of any discrepancy between these Terms and Conditions and the Eula, the terms of the Eula shall prevail.
- Professional Services. Tufin will perform the Services commissioned by customer/reseller/partner under a SOW dully approved by Tufin in writing, in a professional manner, in accordance with reasonable and acceptable industry standards. Additional terms and conditions may appear in the applicable Tufin SOW. Such terms and conditions are incorporated hereunder by reference.
- Should any event or development occur that may materially change the project scope, resulting in additional costs, Tufin reserves the right to amend the scope of work agreed under the SOW in good faith, and increase any fees paid by the customer/reseller/partner proportionately. Client shall pay any such additional fees within 30 days of Tufin's invoice.
- Services will be performed in standard working-days and office hours – unless otherwise and specifically requested by customer/reseller/partner and agreed upon in writing with Tufin. Any Services rendered on weekends or holidays will be counted on a 150% rate, and partial days will be rounded up to full days for changing purposes.
- Every visit will be scheduled between Tufin's Professional Services team and the Customer. Minimum notice time (i.e. the time from first official notice from the customer until the expected onsite visit) is two weeks. Visits shall then be scheduled based on availability.
- The Customer will designate an authorized contact person to coordinate the performance of the Service at its facilities. The contact person will provide access to the documentation, and/or personnel, who have knowledge of the Firewall, Networking and Environment configuration as needed.
- When onsite, the Tufin personnel will be available to assist the Customer only with issues that relate to the design, implementation, rollout, troubleshooting and training of Tufin's products included in the applicable SOW.
- Tufin warrants that for a period of 30 days following delivery, the Services shall substantiality conform to the specifications appearing in the Documentation and/or the SOW, as applicable (the "Warranty Period"). Customer/reseller/partner shall promptly inform Tufin in writing of any non-conformity detected during the Warranty Period (a "Non -Conformity Notification"), and Tufin will reasonably correct such non-conforming Services. If Tufin is unable to reasonably correct the non-conformity in its discretion, Tufin may allow customer/reseller/partner to terminate the SOW and receive a refund the fees paid by customer/reseller/partner, as complete and final settlement with respect thereto.
- Fees. Unless otherwise and explicitly agreed upon in writing between Tufin and customer/reseller/partner Tufin and customer/ reseller/ partner shall pay Tufin the total fees and expenses for all Services commissioned under the SOW, and/or Products and services under a Purchase Order within thirty (30) days after the date of Tufin’s invoice for such Services and/or Products. Customer/reseller/partner will pay all amounts due thereunder, as applicable, in U.S. currency. Unless otherwise and explicitly agreed upon in writing all fees and other amounts paid by Customer/reseller/partner to Tufin are non-refundable, and not contingent upon the delivery of any Services or Products by Tufin and the acceptance thereof. Payments in arrears will incur interest at a rate equal to 1.5% per month, beginning as of the applicable due date, until payment in full of the applicable amount.
- Taxes. All amounts payable under any SOW or Purchase Order are exclusive of all sales, use, value-added, withholding, and other taxes and duties. Customer/reseller/partner will pay all taxes and duties assessed in connection with the Products and/or Services, by any authority, except for taxes payable on Tufin's net income. Customer/reseller/partner will promptly reimburse Tufin for any and all taxes or duties that Tufin may be required to pay in connection with the Products and/or the Services or any deliverable thereunder. This provision does not apply to any taxes for which customer/reseller/partner is exempt, provided customer/reseller/partner has furnished Tufin with a valid tax exemption certificate authorized by the appropriate taxing authority.
- In the event that the payment was made through a third party (i.e. Distributor or Reseller), then Sections 8 shall not apply and the payment terms agreed between such third party and the Customer shall apply to the order.
- Support & Maintenance Services. Maintenance & Support services for the TSS Suite shall be governed by these terms and the Service Level Agreement available through https://web.tufin.com/hubfs/Tufin_Maintenance__Support_Services.pdf which are incorporated herein by reference. As long as the TSS Suite is covered by a valid support contract, the deliverables created by Tufin the framework of Professional Services, are covered as well.
- Intellectual Property Rights. Unless otherwise and explicitly agreed upon in writing under an SOW, Tufin retains the sole and absolute rights in and to any and all intellectual property rights in connection with any SOW, Purchase Orders and/or any Services or Products rendered thereunder, or otherwise in connection with its Products, Services, and/or any deliverables provided by Tufin, except for any materials provided, previously owned and/or created by client/reseller/partner.
- Warranties, Disclaimers and Limitation of Liability. Warranties. Tufin represents and warrants that all Services and deliverables rendered thereunder shall be provided by Tufin in a professional, effective and efficient manner pursuant to the then current industry standard for such Services and Deliverables. EXCEPT AS OTHERWISE PROVIDED UNDER THESE TERMS AND CONDITIONS, TUFIN MAKES NO REPRESENTATIONS WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN ANY SOW, PURCHASE ORDER, INVOICE, WRITTEN COMMUNICATION OR OTHERWISE, TUFIN TECHNOLOGIES WILL IN NO EVENT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF AN SOW OR OTHERWISE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL, CONTRACTUAL OR EQUITABLE THEORY FOR: (I) ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER OR NOT ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) DAMAGES FOR LOST PROFITS OR LOST DATA; OR (III) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY OR THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITATION OF LIABILITY OR LIMITED REMEDY, TUFIN TECHNOLOGIES’ ENTIRE AGGREGATE LIABILITY ARISING FROM OR RELATING TO AN SOW AN/OR ANY SERVICES OR PRODUCTS PROVIDED BY TUFIN, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE SHALL BE LIMITED TO THE AMOUNTS RECEIVED BY TUFIN TECHNOLOGIES UNDER THE APPLICABLE SOW FOR A CLAIM PURSUANT TO A PARTICULAR PROJECT UNDER THIS AGREEMENT THAT CAUSED THE LIABILITY.
- TO THE EXTENT THAT TUFIN IS PREFORMING THE SERVICES AT CLIENT'S FACILITIES AS A SUBCONTRACTOR ON BEHALF OF ANY DISTRIBUTOR/RESELLER/PARTNER OR OTHERWISE, THE TERMS HEREUNDER, INCLUDING BUT NOT LIMITED TO, LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, AND INTELLECTUAL PROPERTY, SHALL BE DEEMED TO ENCOMPASS, AND SHALL APPLY MUTATIS MUTANDIS, TO BOTH DISTRIBUTOR, RESELLER, PARTNER CONTRACTING THE SERVICES FROM TUFIN, AND ANY OF THEIR RESPECTIVE CLIENTS.
- Anti-Bribery. Customer/reseller/partner, its officers, directors, employees, agents and affiliates, and anyone for whose acts or defaults they may be vicariously liable or anyone acting on behalf of any of them, shall not make any payments in cash or in kind, or grant or otherwise promise other benefits of any kind in violation of (i) any applicable anti-bribery Law in connection with or in any way relating to or affecting these Terms and Conditions, and client/reseller/partner's rights and obligations hereunder or (ii) Tufin's ABC policy available at www.tufin.com/abcpolicy. Customer/reseller/partner warrants and represents that it has carefully reviewed, and that it will strictly comply and observe the terms of the Tufin's ABC policy at all times. Customer/reseller/partner acknowledges that international anti-corruption Laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act (“UKBA”), prohibit any direct or indirect payment/receipt of money or anything of value to/from any person (including but not limited to any government office, international organization, political party, party official or candidate for political office) for the purpose of obtaining, retaining or directing business, securing any improper advantage in the conduct of business or inducing the improper performance of any public or business-related function. Customer/reseller/partner represents and warrants that it has not made and will strictly refrain from any such prohibited activities.
- Export Regulations. Customer/reseller/partner acknowledges that Tufin's products and Services, may be subject to Israeli and/or US export regulations as well as other export and/or import restrictions of any other jurisdiction, as applicable, and that in certain cases licenses or permits from the applicable authorities may be required before customer/reseller/partner is permitted to export Tufin's product and/or Services. Customer/reseller/partner shall comply with all applicable export and import laws and regulations and any requirements with respect to the import, export, re-export, or transfer of products, hardware or Services including restrictions against sanctioned countries and denied parties. Prior to such activity, customer/reseller/partner warrants and represents that it shall have conducted sufficient due diligence of its prospective transferee, to facilitate its full compliance with the regulations and restrictions referenced herein.
- Customer/reseller/partner acknowledges that Tufin may perform the Services directly using Tufin personnel, or in whole or in part, through any of its affiliate, subsidiaries or a parent companies in its group, or a local subcontractor, distributor or reseller on its behalf.
- These T&Cs, the Tufin End User License Agreement and any SOW or Purchase Order entered between the parties are not transferable or assignable by Customer/reseller/partner without the prior written consent of Tufin. Subject to the foregoing, these T&Cs will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
- No modification, amendment or waiver of any provision of these T&Cs shall be effective unless in writing and signed by the parties duly authorized representatives. The failure by either party to enforce any provision of these T&Cs will not constitute a waiver of future enforcement of that or any other provision.
- Governing Law; Forum. These T&Cs and any SOW and/or Purchase Order shall be governed by the laws of England & Wales, without reference to conflict of laws principles. The sole jurisdiction and venue for actions related to the subject matter of these T&Cs shall be the courts of London England. Both parties’ consent to the jurisdiction of such courts with respect to any such actions.
- If for any reason a court of competent jurisdiction finds any provision of these T&Cs invalid or unenforceable, that provision of these T&Cs will be enforced to the maximum extent permissible and the other provisions of these T&Cs will remain in full force and effect.
- Except for customer/reseller/partner obligations to pay Tufin under any SOW or Purchase Order, neither party shall be liable to the other party for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to, labour disputes, strikes, lockouts, shortages of or inability to obtain labour, energy, raw materials or supplies, war, riot, act of God or governmental action.
- These T&Cs, including all Addenda, Exhibits, SOWs, the Tufin End User License Agreement, or any other referenced documents, contains the complete understanding and agreement of the parties and supersedes all prior or contemporaneous agreements or understandings, oral or written, relating to the subject matter herein. For the avoidance of doubt, any general terms and conditions appearing under any Purchase Order issued hereunder, which were not specifically approved in writing by Tufin, shall be deemed void.