1.1. Nebius Israel Ltd ("Nebius") provides users (the "User" or "Users") with the Nebius Platform service available at: https://nebius.com (the "Platform", the "Services" respectively).
1.4. If the User does not accept any of the terms and conditions of the above documents, the User may not use the Platform.
1.5. Nebius may amend these Terms and the above documents from time to time, creating new versions of the Terms and said documents of the Agreement that shall become effective once posted online at the URLs specified in this clause and in clause 1.2 above, unless otherwise specified by the new versions of the Terms and said documents. Nebius shall inform User if it makes material change to the said documents of the Agreement. The current Terms shall always be available at: https://nebius.com/il/docs/legal/terms.
1.6. Should Nebius make any amendments to these Terms as specified in clause 1.5 above with which the User disagrees, the User shall cease using the Platform and the Agreement shall be terminated according to the Terms.
1.7. By using the Platform, the User consents that Nebius may send the User, including anyone on its behalf, advertising and information messages. The User may unsubscribe from receiving such messages by using the relevant functions on Platform or by following the instructions given in a particular message.
1.8. The laws of Israel, without regard to its conflict of laws rules, shall apply to any disputes arising out of or relating to this Agreement, the Platform, or your relationship with Nebius. Any claims or legal action arising out of or in connection with these Terms or Platform use shall be filed with and reviewed by a court at Tel Aviv, Israel.
1.9. Use of the Platform shall be subject to the Service Documentation available at the website (https://nebius.com/il/docs).
2. Platform Use. Certain Platform Functions
2.1. The Platform provides users with free access to information about the Platform and services available through the Platform and enables the User to use specific Platform functions consisting of hardware and software located in Nebius's infrastructure.
2.2. To use any or all of the Platform functions, the User shall register by filling the application form and subject to Nebius approval of registration, User shall open an Account by logging into the Platform with the Account details. Upon registration the User shall provide accurate and complete information requested in the registration form and shall keep such information updated. Should the User provide inaccurate information or should Nebius have reason to believe that any information provided by the User is incomplete or inaccurate, Nebius may, as it sees fit, disapprove registration, or otherwise block or delete the User's Account or deny the User access to the Platform. Nebius may make any inquiries necessary to validate information that User provides it. However Nebius cannot and do not guarantee any User's identity.
2.2.1. When registering, the User shall choose the login username (the unique set of characters comprising the name on the Account) and use the allowed Identity providers. Nebius may prohibit the use of certain usernames and may specify username and password requirements (length, admissible characters, etc.).
2.2.2. The User shall be responsible for security of the chosen means of access to the account and for the confidentiality of such means. The User shall be liable for any actions (and their consequences) involving Nebius Platform and services provided through the Account, including the User's voluntary transfer of information required to access the Account to third parties under any terms and conditions (including contracts or agreements). Any actions involving Nebius services performed through the Account shall be deemed performed by the User.
2.2.3. The User shall promptly inform Nebius of any instances of non User authorized access to Platform through the Account and/or any actual or presumed breach of confidentiality of the chosen means of access to the Account. For security reasons, the User shall securely log out after completing each session by clicking the Log Out button.
2.2.4. Nebius reserves the right to require the User at any time to confirm the details specified in the Account (including details of the Linked Card), information about the User, and other information related to usage of the Platform by the User.
2.3. The Platform may be used only where Internet access is available. The User shall independently obtain and pay for such access according to the terms and tariffs of their telecom or Internet provider.
2.4. User will (a) ensure that User's use of Platform shall be solely for User's own business, lawful and bona fide purposes, and shall comply with the Agreement, (b) prevent and terminate any unauthorized use of, or access to the Platform, and (c) promptly notify Nebius of any unauthorized use of, or access to, the Platform, Account, or User's password of which User becomes aware.
2.5. Nebius reserves the right to investigate any potential violation of the Agreement by User which may include reviewing User applications and User Data. Without limiting User's obligations above, the Platform may not be used in breach of this clause, inter alia, to post information and materials on the Website or on Nebius virtual servers that violate applicable laws, third party rights, or any of the documents of the Agreement. Such use shall constitute grounds for the sanctions specified herein to be applied against the User.
2.6. The Users may create and manage its own services and software on the Platform and may allow its Users to do so by granting them access to such Platform features. In doing so, the User shall make such Users aware of these Terms and the documents specified under the Agreement.
The User shall manage and monitor, without Nebius's involvement, the access of its Users and shall be liable to Nebius for Users' actions, including breaches of these Terms and the documents under the Agreement.
2.7. Data Privacy:
2.7.2. User is responsible for any consents and notices, including Users, employees' or other representatives' consents, required to permit (a) User's use of the Platform and (b) Nebius accessing, storing, and processing of data provided by User (including User Data) under the Agreement. The User shall also inform its Users, employees or other representatives, of the processing of their personal data by Nebius, if applicable.
2.7.3. User consents to the storage of User Data on the Platform. Nebius will not use User Data, except as necessary to maintain or provide the User with the Services as instructed by the User or as necessary to comply with the law or a binding order of a governmental body. Unless it would violate the law or a binding order of a governmental body, Nebius will give User notice of any legal requirement or order mentioned above.
2.8. User responsibilities and obligations:
2.8.1. Accounts. Except to the extent caused by Nebius breach of this Agreement, User is responsible for all activities that occur under the account, regardless of whether the activities are authorized by User or undertaken by User or a third party.
2.8.2. Content. User will ensure that User Data and its User's use of the User Data and use of the Platform and Services will not violate any document under the Agreement or any applicable law. User is responsible for its own development, content, operation, maintenance, and use User Data.
2.8.3. Security and Backup. User is responsible for properly configuring and using the Platform and otherwise taking appropriate action to secure, protect and backup the Account and the User Data from unauthorized access.
2.9. Service Data Use. User grants Nebius with all necessary rights to utilize, at all times, data relating to User's access, use, testing, or evaluation of the Platform and Services, including observations or information regarding the performance, features, and functionality of the Platform ("Service Data"). User is hereby notified and agrees that Nebius may collect and process Service Data on a statistical, aggregated and non-identifiable form, for the purposes of Platform's testing, development and improvement, controls, and operations. Solely for such purposes, Nebius may process, retain, and reproduce the Service Data, and Nebius shall exclusively possess and own all rights, title and interest in the Service Data without limitation. User must secure and maintain all rights necessary for Nebius to process Service Data as described above without violating the rights of any third party.
2.10.1. Nebius makes no warranty that the Platform or any service provided by is compliant with any law, other than Israeli applicable law. It is User's responsibility to use the Platform and User Data, including third party data, in compliance with applicable law. User remains responsible: (i) for determining whether the Platform services are appropriate for processing User Data that is subject to any specific law or regulation and to prevent and terminate any unauthorized use of, or access to, the Platform; (ii) for ensuring the use of the Platform in a manner consistent with User's legal and regulatory obligations; and (iii) User is solely responsible for displaying or obtaining appropriate consents, warnings and acknowledgements to its end users required for its use of the Platform and for Nebius's accessing, storing and processing of data provided by User, including User Data.
2.10.2. Any materials, content, software and services that User owns or licenses from a third party and placed by User on the Platform, are User's Content. User shall ensure that it has adequate rights and permissions to do so. User acknowledges and agrees that Nebius has no obligation to review, check, or moderate such User's Content . If User is not entitled to use any User's Content on the Platform, User shall refrain from doing so.
2.10.3. User shall be liable for compliance of any User posted content with applicable legal requirements, including liability to third parties, should any User post content or subject matter infringe the rights and legitimate interests of third parties, including personal non-property rights of authors and any other intellectual property rights of third parties, and/or encroach on other intangible assets.
2.10.4. User acknowledges and agrees that Nebius has no obligation to review any content posted and/or distributed by the User through Platform and that Nebius has the right (but not the duty), as it sees fit, to prohibit User from posting and/or distributing content or to remove any content available through the Platform.
2.11. Restrictions. When using the Platform, User shall not, and shall not allow Users to:
download, send, transmit or in any other way post and/or distribute any content that is illegal, harmful, libelous or unethical, that violates intellectual property rights, that promotes hatred and/or racial, ethnic, sexual, religious or social discrimination, or that is insulting to any persons and/or organizations;
violate third party rights, including the rights of minors, and/or cause harm in any way;
impersonate any other person or representative of an organization and/or community without being authorized to represent them;
download, send, transmit or otherwise post and/or distribute content unless permitted by applicable law to do so;
download, send, transmit or otherwise post and/or distribute unauthorized advertising material, spam (including spamdexing), or lists of other persons' e-mail addresses;
download, send, transmit or otherwise post and/or distribute any materials containing viruses or other computer codes, files or programs that are designed to breach, destroy or limit the operation of any computer or telecommunication hardware or software, to obtain unauthorized access to commercial software (or obtain commercial software serial numbers), logins, passwords and other means of obtaining authorized access to fee-based online resources, and shall not post links to such information;
put any sensitive information (finance information, personal data, secrets, etc) into technical fields and configurations, accessible for him to alter (e.g. resource labels and descriptions, URLs, etc). Nebius considers these objects only as technical and cannot take any additional responsibility for information which may be put into such objects;
collect and store personal information of third parties without proper authorization;
(i) copy, modify, or create a derivative work of the Platform and Services; (ii) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of, the Platform and Services; (ii) sell, resell, sublicense, transfer, or distribute any or all of the Services and Platform; or (iv) access or use the Platform and Services in violation of the Agreement, or in a manner that breaches applicable law.
2.12. Support Services. If a help request is made to Platform's support service, then in order for the request to be processed, User approves that the support service shall be granted access (i.e., for the support service to have such access after the request) to the User Data and databases on the Platform and to their logs and metrics.
Obligations. The parties, and anyone on their behalf, will only use the other party's confidential information in connection with the Agreement ("Confidential Information"), to exercise the recipient's rights and fulfill its obligations under the Agreement, and will use reasonable care to protect against the disclosure of the other party's Confidential Information.
Required Disclosure. Notwithstanding the above, the recipient may also disclose Confidential Information to the extent required by applicable legal process; provided that the recipient uses commercially reasonable efforts, provided that such are not violation of applicable law, to (a) promptly notify the other party before any such disclosure of its Confidential Information, and (b) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure.
2.14. Third Party Services.
The Service may contain third party components and services, including links to other web sites ("Third Party Services"). Such Third Party Services are offered by third parties with separate legal notices or governed by other agreements. Nebius is not responsible for the availability (or lack of availability) of Third Party Services. If User chooses to interact with the third parties made available through our Service, such third party's terms will govern their relationship with User and User will be responsible for its compliance with such third party's terms. Nebius is not responsible or liable for Third Party Services or for such third parties' terms or actions.
2.15. Intellectual Property Rights and Licenses
The Platform, Services and all the materials contained therein are Nebius property and/or the property of our affiliates or licensors, and are protected by copyright, trademark, and other intellectual property laws. Nebius provides the Platform and Services for User's own business use only. These Services and any components and content therein may not be reproduced, copied, captured into a database, or duplicated in any form for commercial gain. Modification of content, or commercial use thereof, for any other purpose, is a violation of Nebius copyright and other proprietary rights and is strictly prohibited.
You may not use any robot, bot, spider, crawler, scraper, site search/retrieval application, proxy or other manual or automatic device, method or process to access, retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of the Platform, the Service or its contents.
You may not use the Service in any way that could interfere with, disrupt or negatively affect the Service, Platform or the servers or networks connected to them.
You may not upload viruses or other malicious code or otherwise compromise the security of the Service or the Platform.
You may not modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service or Platform, or cause others to do so.
3.1. The Platform and any support services thereto are provided "as is", "with all faults", and without warranty of any kind. Nebius provides no guarantees as to error- and trouble-free operation of the Platform, its components and/or functions, or as to the Program's suitability for the User's specific purposes and expectations and provides no other guarantees except those expressly stated in the services documents.
3.2. NEBIUS AND ITS REPRESENTATIVES SHALL NOT BE HELD LIABLE FOR ANY CLAIM (INCLUDING THIRD PARTY CLAIM), FOR DIRECT OR INDIRECT CONSEQUENCES OF ANY USE OR UNAVAILABILITY OF THE PLATFORM AND/OR THE SERVICES, OR FOR ANY LOSSES INCURRED BY THE USER AND/OR THIRD PARTIES AS A RESULT OF ANY USE, FAILURE OR UNAVAILABILITY OF THE PLATFORM, ITS COMPONENTS, SERVICES AND/OR FUNCTIONS, INTER ALIA, DUE TO ERRORS OR MALFUNCTIONS, EXCEPT AS EXPRESSLY STIPULATED BY LAW.
3.3. User is solely responsible for responding to any third-party claims regarding User's and User's use of the Platform and Services in compliance with applicable law.
3.4. If User does not comply with these Terms, the Agreement or otherwise comply with all applicable laws, User may not use the Platform and Services. User agrees to cooperate with Nebius to confirm compliance with all applicable laws and these Terms upon Nebius's request. User will defend and indemnify Nebius for any and all damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorney fee's) arising out of or in any way related to User's direct or indirect failure to meet the requirements of the Terms and of the Agreement or comply with applicable laws.
Nebius may set any limits and restrictions on Platform use and may modify them, including installing automatic updates to the Platform and Services, in its sole discretion, without prior notice to User.
3.5. Nebius may immediately, in its sole discretion, limit or completely block User access to the Platform (or to certain Platform features, if technically feasible) and immediately terminate the Agreement without any prior notice should these Terms or the Agreement be breached, and may take other measures to ensure the User's conformance to legal requirements and the rights and lawful interests of Nebius and third parties.
3.6. Nebius may, in its sole discretion, at any time block access of Users, without notice to User.
3.7. Termination. The relationship between Nebius and the User hereunder may be terminated by either party by notifying the other not less than 3 calendar days in advance. Notwithstanding anything to the contrary in the Agreement, after suspension or termination of User's access to or use of the Platform for any reason, (a) User will not have any further right to access or use the Platform, and (b) All User Data and related features and components used by User on the Platform may be deleted or inaccessible.
3.8. Notices. The parties may use emails to satisfy written approval and consent requirements under the Agreement.
3.9. Assignment. Nebius may assign any part of this Agreement without the written consent of the User, provided that the assignee has agreed in writing to be bound by the terms of this Agreement, and Nebius has notified the other party of the assignment.
3.10. No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties.
3.11. No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
3.12. Severability. If any part of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
3.13. No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
3.14. Governing Law & Jurisdiction. The laws of Israel, without regard to its conflict of laws rules, shall apply to any disputes arising out of or relating to this Agreement, the Platform, or the parties' relationship.
The parties irrevocably submit to the jurisdiction of applicable court in Tel Aviv, Israel for the purpose of any suit, action or other proceeding arising out of this Agreement.
3.15. Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty except those expressly stated in this Agreement.
3.16. All questions and claims concerning Platform use/unavailability and possible infringement of laws and/or third-party rights shall be sent to firstname.lastname@example.org.
Publication date: 20.02.2023
Web address: https://nebius.com/il/docs/legal/terms
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