Global-e Knowledge Hub Terms of Use
Last updated: October 15, 2023
IMPORTANT – Please read the following terms of use ("Terms") carefully before using the Global-e Knowledge Hub and the Global-e Materials, which include the Global-e Materials and the associated Documentation (both as defined below).
By using the hub, reviewing the information contained or by downloading any Documentation (or any similar action, use or activity), or otherwise accessing or using any part of the Global-e Materials, you expressly acknowledge and agree that you (on behalf of yourself or the entity that you represent, in which case the terms “User”, "you" or "your" will refer to such entity) are entering into a legal agreement with Global-e Online Ltd. ("Global-e", “we", "us" or "our") and have understood and agreed to comply with, and be legally bound by, the terms and conditions of these Terms.
You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under the laws of your jurisdiction. If you do not agree to be bound by these Terms, you must not access the Knowledge Hub or use any part of the Global-e Materials.
These Terms may refer to you and Global-e individually as a "Party" and collectively as the "Parties".
Definitions.
1.1
"Documentation" means Global-e's proprietary documentation on Global-e's solutions and services, including, but not limited to, an overview of the Global-e technology, details on how to integrate it with your platform, the steps required to prepare your environment to fulfil international orders, step-by-step instructions for working with the Global-e Merchant Portal, programming tools and other instructional documentation, in the form generally made available by Global-e for use therewith.
1.2
"Intellectual Property Rights" means any and all rights, titles, and interests (under any jurisdiction or treaty, whether protectable or not, whether registered or unregistered, and whether vested, contingent, or future) in and to inventions, discoveries, works of authorship, designs, software, technical information, databases, know-how, mask works, methods, branding, technology, and other intellectual property (collectively, "Intellectual Property"), and includes but is not limited to patents, copyrights and similar authorship rights, moral (and similar personal) rights, mask work rights, data and database rights, trade secret rights and similar rights in confidential information and other non-public information, design rights, trademark, service mark, trade name, trade dress and similar branding rights, as well as: (i) all applications, registrations, renewals, reexaminations, extensions, continuations, continuations-in-part, provisionals, substitutions, divisions or reissues of or for the foregoing; and (ii) all goodwill associated with the foregoing.
1.3
"Materials" means any Documentation, and any guides or tutorials in whatever format or medium available on or through the Knowledge Hub including any images, drawings, screen captures or videos.
1.4
“Knowledge Hub” means the site portal available on (https://docs.global-e.com/enterprise/index.html?lang=en).
License. Subject to the terms and conditions of these Terms, Global-e grants you a personal, limited, non-exclusive, non-sublicensable, non-transferable, non-assignable license to access the Knowledge Hub and to use the Materials. The Knowledge Hub and the underlying Materials will be used solely for the purpose of enhancing your knowledge of our solutions, technology and if applicable, to further connecting your software and/or evaluating the potential connection of your software with the Global-e technology or the use thereof, using the Global-e APIs (“Integration”). For the avoidance of doubt, your use of the Global-e Materials will also be subject to any other agreement and/or terms of use provided to you by Global-e in connection with Global-e Materials, or any other service(s) provided by Global-e.
Except to the extent expressly permitted otherwise in these Terms, you will not (and will not permit any third party to): (i) reproduce, (sub)license, disclose, distribute, sell, rent, lease, lend, transfer, assign, export, publicly display, publicly perform, or otherwise commercially exploit Global-e Materials; (ii) allow access, linking, calling or querying to, or any other interaction with, the API from any unauthorized source; (iii) reverse engineer, decompile, disassemble, or derive (or attempt to derive) the source code or underlying structure, sequence or organization of, the Global-e Materials; (iv) modify, alter, adapt, arrange, translate, or create a derivative work of the Global-e Materials; (v) circumvent, disable, work around, hide from, manipulate, or otherwise interfere with any security-related, encoding or technical features, protocols, standards of or in the Global-e Materials, or with features that prevent or restrict the use of Global-e Materials or any content therein; (vi) use Global-e Materials to develop a service or product (such as, but not limited to, your Developer Implementation) that is the same as, substantially similar to any other product or service offered by Global-e (as we may determine at our sole and absolute discretion); (vii) remove, deface, obscure, or alter Global-e's, or any third parties, trademarks, logos and/or proprietary legends displayed, or otherwise provided as part of, Global-e Materials (and you agree to reproduce such proprietary legends on/in all authorized copies thereof); (viii) use Global-e Materials in any way that is unlawful, infringing, deceptive, harassing, or defamatory, or for any inappropriate purpose (as we may determine at our sole and absolute discretion, but which will always include direct marketing and spamming); and (ix) publish, transmit, or link to any robot, spider, crawler, virus, malware, Trojan horse, spyware, or similar malicious code intended (or that has the potential) to damage, disrupt, compromise, or exploit a User’s browser, computer, or mobile (or other) device.
Responsibility for Integration. You are, and will always remain, solely responsible and liable for the use of the Materials, whether for Integration or for any other lawful purpose, and Global-e will have no liability or obligations with respect to the same (including support obligations), unless otherwise set forth herein or in an applicable lawful services agreement.
Support. These Terms do not entitle you to any support, maintenance or other technical assistance for the Global-e Materials. Global-e is under no obligation to create or make available any updates or upgrades to the Materials (including any Documentation) or its APIs. In the event that we do create an update or upgrade to any of the foregoing, we reserve the right at our sole and absolute discretion to decide if, when, and under what circumstances we make such update or upgrade available.
Intellectual Property Rights
5.1
Ownership. Global-e (and/or its licensors and suppliers, as applicable) is, and will be, the sole and exclusive owner of all right, title and interest (including without limitation all Intellectual Property Rights) in and to: (a) the Knowledge Hub and any and all Global-e Materials (and all underlying Intellectual Property); (b) Global-e’s Confidential Information; (c) any improvements, derivative works, enhancements, and/or modifications of/to any of the foregoing, as well as any other Intellectual Property conceived, authored, or otherwise developed pursuant to these Terms, in each case regardless of inventorship or authorship. To the extent any of the foregoing Intellectual Property Rights do not automatically vest in Global-e, you hereby irrevocably assign (and will assign) same to Global-e (and its designees, successors, and assigns), and undertakes to do all things reasonably requested by Global-e (including without limitation executing, filing, and delivering instruments of assignment and recordation), at Global-e’s expense, to perfect such ownership rights. Any rights not expressly granted to you in these Terms, are hereby reserved by Global-e.
5.2
Feedback. If you provide us with any feedback, ideas or suggestions regarding any Global-e Materials ("Feedback"), you hereby irrevocably and unconditionally assign to Global-e, for no payment or other consideration of any kind, all Intellectual Property Rights in and to such Feedback, and agree that we will have the right to use such Feedback in any manner and for any purpose whatsoever. In addition, and to the maximum extent permitted by the Laws of your jurisdiction, you hereby irrevocably waive any moral (or similar personal) rights with respect to such Feedback. Any Feedback you provide to us will be deemed Global-e's Confidential Information (as defined below), and not as confidential or proprietary to you, and will be processed and handled in accordance with Section 7. You agree that you will not submit to Global-e any feedback, ideas or suggestions that you consider to be confidential or proprietary to you or a third party.
5.3
Usage Data. You further agree that Global-e may collect, access and use any and all usage data and information related to your use of the Knowledge Hub or the Global-e Materials (“Usage Data”), individually or in the aggregate, for any business purpose, including, without limitation, providing enhancements to the Global-e Materials and other services; analyzing performance, usage and preferences; and/or developing new products, services, features and functionality. You hereby represent and warrant that you have all rights required to provide Global-e with the Usage Data for the purposes intended hereunder.
5.4
Third Party Software and Information. Notwithstanding anything contained herein to the contrary, Global-e does not make any representation or warranty with respect to any third party information or software. If the Integration includes any open source software, you hereby represent, warrant and covenant that the Integration: (i) has complied and will comply with all applicable open source software licensing terms; and (ii) has not and will not use any open source software in such a manner that would cause any software or other Intellectual Property of Global-e to be subject to any open source software licensing terms, restrictions or obligations. The Knowledge Hub may include or refer to third-party content typically labeled as such and provided for informational purposes only. We do not guarantee its accuracy or endorse it. Use it at your discretion, respecting copyrights and trademarks.
Confidentiality. You may, from time to time, gain access to, or be provided with (including orally, such as by one of our sales or support personnel), Global-e's proprietary information and materials, technical data, trade secrets, know-how, source code, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, algorithms, technology, designs, drawings, engineering, hardware configuration information, marketing, or finances, as well as other business information that is either marked (or, if disclosed orally, designated) as “confidential” or disclosed in such a manner that it would be reasonably apparent that it should be treated confidentially (collectively, “Confidential Information”). For the avoidance of doubt, all Global-e Materials are Confidential Information. You may use Confidential Information solely to the extent necessary to exercise your rights under these Terms. You may not disclose Confidential Information to any third party without our prior express written consent, except that you may disclose Confidential Information to your employees that are bound by written confidentiality obligations at least as protective of our Confidential Information as provided for herein. You agree to securely maintain and protect Confidential Information from unauthorized use, access, or disclosure with the same degree of care that you would use to protect your own confidential and proprietary information of a similar nature, but in any event with no less than a reasonable degree of care.
Disclaimer of Warranties. Limitation of Liability.
7.1
ALL GLOBAL-E MATERIALS ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OF ANY KIND WHATSOEVER (WHETHER EXPRESS, IMPLIED OR STATUTORY), INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUALITY OF SERVICE, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY GLOBAL-E. IN ADDITION, GLOBAL-E MAKES NO REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION (i) REGARDING THE CONTENT, EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, ACCURACY OR COMPLETENESS OF ANY OF THE GLOBAL-E MATERIALS; OR (ii) THAT YOUR USE OF THE GLOBAL-E MATERIALS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR WILL BE INTERRUPTED, SECURE OR ERROR-FREE.
7.2
IN NO EVENT SHALL GLOBAL-E, ITS AFFILIATES, OR LICENSORS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR: (A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, BUSINESS, OPPORTUNITY, REVENUE, CONTRACTS, ANTICIPATED SAVINGS, OR WASTED EXPENDITURE; (C) ANY LOSS OF, OR DAMAGE OR INTERRUPTION TO, DATA, NETWORKS, INFORMATION SYSTEMS, REPUTATION, OR GOODWILL; AND/OR (D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.
7.3
THE COMBINED AGGREGATE LIABILITY OF GLOBAL-E AND ALL GLOBAL-E AFFILIATES UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE GIVING RISE TO LIABILITY (OR, IF NO FEES APPLY, ONE HUNDRED US DOLLARS (USD$100)).
7.4
THE FOREGOING EXCLUSIONS AND LIMITATION SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF A PARTY HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, AND WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), STRICT LIABILITY, MISREPRESENTATION, OR OTHERWISE.
7.5
THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) EVEN IF GLOBAL-E OR OUR AFFILIATES HAVE BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES OR DAMAGES; (B) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; and (C) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (SUCH AS, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT).
Termination. Global-e reserves the right to immediately terminate these Terms, or otherwise modify, suspend or discontinue your access to and use of any and all of the Global-e Materials, for any reason whatsoever, at any time, and without notice to you, and you agree that we will have no liability or obligation to you for any such termination, modification, suspension, or discontinuance.
Effect of Termination; Survival. Upon the effective date of termination of these Terms pursuant to Section 8 (Termination) above your access to the API will immediately be revoked. All license rights granted to you hereunder will terminate and you must immediately cease all access to and use of any and all Global-e Materials. As directed by Global-e, you must return to Global-e or destroy all of the Global-e Materials, and all copies thereof, from all computers, hard drives, networks and other storage media.
Upon termination of these Terms, those rights and obligations that by their nature ought to survive termination, will survive.
Export Compliance. You represent and warrant that: (a) it is not a resident of, and will not access or use the Service in, a country that the U.S. government has embargoed for use of the Service, and that Customer is not a person or entity named on the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable trade sanctioning regulations of any jurisdiction; and (b) its country of residence and/or incorporation (as applicable) is the same as the country specified in the contact and/or billing address provided to Company. You will not transfer, export, re-export, import, re-import or divert the Global-e Materials in violation of any Export Control Laws (defined below), and will not transfer, export, re-export, import, re-import or divert the Global-e Materials to Lebanon, Syria, Iran, Iraq, Sudan, Yemen, Cuba, or North Korea (or other countries specifically designated in writing by Company from time to time). In the event of a breach under this Section (Export Compliance), you agree to indemnify and hold harmless Global-e and all Global-e Affiliates (and their respective directors, officers, and employees) for any fines and/or penalties imposed upon Global-e or a Global-e Affiliate (or such persons) as a result of such breach. "Export Control Laws" means all applicable export and re-export control Laws applicable to you and/or Global-e, as well as the United States' Export Administration Regulations (EAR) maintained by the US Department of Commerce, trade and economic sanctions maintained by the US Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations (ITAR) maintained by the US Department of State.
Governing Law and Jurisdiction. These Terms will be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflicts of law rules and principles. Any claim, dispute or controversy between you and Global-e will be subject to the exclusive jurisdiction and venue of the courts located in New York City, and you hereby irrevocably submit to the personal jurisdiction of such courts and waive any jurisdictional, venue, or inconvenient forum objections to such courts. Notwithstanding the foregoing, Global-e may seek injunctive relief or specific performance in any court worldwide that has jurisdiction. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, YOU AGREE THAT SUCH CAUSE OF ACTION SHALL BE DEEMED PERMANENTLY BARRED.
Waiver and Remedies. No failure or delay on the part of either Party in exercising any right or remedy hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing, duly signed by the waiving Party, and will be valid only in the specific instance in which given. Except as may be expressly provided otherwise in these Terms, no right or remedy conferred upon or reserved by either Party under these Terms is intended to be, or will be deemed, exclusive of any other right or remedy under these Terms, at law, or in equity, but will be cumulative of such other rights and remedies.
Severability. If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then: (a) the remaining provisions of these Terms will remain in full force and effect; and (b) the Parties agree that the court making such determination will have the power to limit the provision, to delete specific words or phrases, or to replace the provision with a provision that is legal, valid and enforceable and that most closely approximates the original legal intent and economic impact of such provision, and these Terms will be enforceable as so modified in respect of such jurisdiction. In the event such court does not exercise the power granted to it as aforesaid, then such provision will be ineffective solely as to such jurisdiction, and will be substituted (in respect of such jurisdiction) with a valid, legal and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.
Changes to these Terms. You acknowledge and agree that Global-e retains the right to make changes to the terms and conditions of these Terms, at any time. Such changes will become effective as of the date of the change. You should periodically check our website to review the most up-to-date version of these Terms. YOU ACKNOWLEDGE AND AGREE, HOWEVER, THAT IF YOU ACCESS OR USE ANY PART OF THE GLOBAL-E MATERIALS AFTER THE DATE ON WHICH AN UPDATED VERSION OF THIS AGREEMENT IS POSTED, SUCH ACCESS OR USE WILL CONSTITUTE (AND GLOBAL-E WILL TREAT SUCH ACCESS OR USE AS) YOUR ACCEPTANCE OF THE CHANGES AND THE UPDATED AGREEMENT. If any change is unacceptable to you, your sole remedy is to terminate these Terms in accordance with Section 8 (Termination) above.