Software as a Service Agreement
This agreement (the “Agreement”) constitutes a binding contract between you ("Customer") and Core Eight Ltd (“Company”, "we", "us", "our"), whose registered address is at 13 Tsalmon st. Hod Hasharon, Israel 4523905.
WHEREAS, Company develops and offers a software-as-a-service cloud-based solution for data integration and automation of workflows across business applications, in order to assist finance and revenue teams to make informed decisions (together with any ancillary services, the “Service); and
WHEREAS, Customer is interested in using the Service for Customer's internal organizational purposes.
NOW THEREFORE, in consideration of the mutual covenants hereinafter, by Customer subscribing to our Service, the Parties agree as follows:
1. Definitions
1.1. “Authorized Users” means those Customer's employees, consultants and others that Customer designates and authorizes to use and deal with the Service.
1.2. "Customer Data" means any data derived automatically from Customer's integrated systems and any data the Customer manually uploads to the Service or modifies through the Service, whether it concerns Individuals or otherwise, but excluding however, Customer and Authorized Users basic account data (e.g., credentials and Customer business information processed as part of management of its account).
1.3. “Feedback” means information or content concerning enhancements, changes, or additions to the Service, that are requested, desired or suggested by the Customer or its Authorized Users.
1.4. "Individuals" means individuals who are clients or employees of the Customer, whose personal data may be processed through the Service.
1.5. “Legal Responsibilities” means: (a) in the case of Company, provision of its Service and handling of Personal Data in compliance with applicable laws and the provisions herein; and (b) in the case of Customer, use of the Service, the Output Data and the Personal Data (whether by itself or through its Authorized Users) for Customer’s purposes, any decision-making based on the Output Data, and all consequences resulting therefrom, in compliance with applicable laws and the provisions herein. Without derogating from the foregoing, to the extent necessary or required under the laws applicable to the Customer, the Customer shall be solely responsible for obtaining End Users' consent to processing of their Personal data, as stipulated in Section 7.2 below.
1.6. “Output Data” means any data the Service generates based on the Customer Data, including (without limitation) insights and reports, automated invoice contents and payment reminders, including using generative artificial intelligence.
1.7. “Partners” means Company’s partners appointed by the Customer to offer the Service to the Customer or use the Service on the Customer behalf but are not authorized to act as agents or representatives of the Company, nor to bind the Company to any obligations.
1.8. "Service Data” means meta-data and analytics about how the Customer uses the Service, the performance of the Service when used by the Customer, the Service’s compatibility and interoperability, and the analysis of the Customer Data. Service Data shall be excluded from any Customer Data or Output Data.
1.9. “Service Level Agreement” or “SLA” means the service level agreement available here.
1.10. “Term” means the period of this Agreement as specified in Section 8 below.
2. Access to and Use of the Service
2.1. Subject to the provisions of this Agreement, Company grants Customer, its Authorized Users and any Partner acting on its behalf, a limited, worldwide, non-sublicensable license to access and use the Service, throughout the Term, strictly for the Customer’s internal business operations, pursuant to this Agreement.
2.2. Customer and its Authorized Users are responsible for maintaining the confidentiality of their Service login credentials. The Customer agrees to immediately notify the Company of any suspected or actual unauthorized use of its account. The Company will not under any circumstances be liable for any cost, loss, damage or expenses arising out of a failure by the Customer or any of its Authorized Users or Partners to maintain the security of their credentials.
2.3. Customer must ensure that its Authorized Users fully comply with this Agreement. Customer shall be liable to Company for all acts or omissions of those that use and deal with the Service on its behalf.
2.4. Customer covenants that its use of the Service, including through the acts of its Authorized Users and Partner, will always comply with all applicable laws and regulations, this Agreement and any reasonable use policies or instructions issued by Company.
2.5. During the Term, Company will provide Customer with technical support for the Service, as described in the agreed SLA.
2.6. Without derogating from the foregoing, the Company reserves the right (but is not obligated) to offer Customer a discounted Service or a free trial period, in the terms and conditions determined by Company in its sole discretion. Company may, at any time and in its sole discretion, decide to cease such discounted Service or free trial period, subject to prior notice to Customer. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, ANY SERVICE PROVIDED DURING SUCH FREE TRIAL PERIOD IS PROVIDED “AS-IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES OR INDEMNITIES.
2.7. From time to time, the Company may invite the Customer to use or evaluate certain experimental, early-access, or beta features of the Service (“Beta Features”). The Customer acknowledges that Beta Features may be in development, may change or terminate at any time without prior notice, and may not be as stable or functional as generally available features of the Service. ANY USE OF BETA FEATURES IS AT THE CUSTOMER’S SOLE DISCRETION AND RISK. BETA FEATURES ARE PROVIDED “AS IS,” WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR INDEMNITIES BEYOND THOSE EXPRESSLY STATED IN THIS AGREEMENT. The Customer agrees that the Company will have no liability for any harm or damage arising out of or in connection with the use of Beta Features and that the Company makes no commitment to provide Beta Features for any particular period or to move such Beta Features into production (generally available) status.
2.8. The Company reserves the right, at its sole discretion, to modify or discontinue any aspect or feature of the Service (in whole or in part) at any time. If the Company makes a change that meaningfully reduces the Customer’s rights or the functionality of the Service, the Company will make reasonable efforts to notify the Customer (for example, by email to the billing contact designated by the Customer or through the Service interface). If the Customer objects to the updated Service or terms, the Customer’s exclusive remedy is to decline to renew or to cancel any auto-renewal. In all other circumstances, continued use of the Service after the effective date of any change will constitute the Customer’s acceptance of the change. If at any time the Customer does not agree to any such change, it may no longer use the Service.
3. Customer Engagement with Partners
3.1. The Customer may purchase or subscribe to the Service, or integrate the Service into its systems, through a designated Partner at the Customer’s sole responsibility.
3.2. The Company is not a party to any agreement between the Customer and the Partner, nor does the Company monitor or control the Partner’s conduct. The Company shall have no liability for any acts, omissions, commitments, or representations made by the Partner. Any Partner-provided services (including implementation, integration, or support) are not covered under the Company’s SLA.
3.3. If the Partner uses or accesses the Service on the Customer’s behalf, the Partner shall do so subject to the terms of this Agreement. The Customer remains fully liable for the Partner’s compliance with the terms herein, as if the Partner were an Authorized User.
3.4. The Customer acknowledges and agrees that its appointment and use of a Partner may result in the Partner receiving certain entitlements or fees from the Company, which may be directly linked to the Fees the Customer pays to the Company.
3.5. The Partner acknowledges and agrees that its right to receive any fees, commissions, or other entitlements in relation to the Customer’s subscription to or use of the Service is subject to (i) the Customer’s continued appointment of the Partner, and (ii) the Customer’s notice to the Company confirming such an appointment. The Customer may, at its sole discretion, replace the Partner or appoint a new Partner at any time and shall promptly notify the Company thereof. Upon replacement of the Partner by the Customer, the Partner’s Term of use of the Service on behalf of such Customer shall cease immediately as provided below.
3.6. If the Customer raises complaints or concerns about the Partner’s performance or services, the Company may, in its sole discretion and without any liability toward the Partner, refer the Customer to one or more alternative Partners who may be able to meet its requirements.
3.7. The Partner shall also be subject to the Partner’s Addendum issued by the Company.
4. Restrictions.
4.1. Customer and its Partners and Authorized Users shall not, and shall not allow others to:
4.1.1. Sublicense, transfer or assign the Service or any part thereof to any third party, with or without consideration;
4.1.2. knowingly interfere with, burden or disrupt the Service’s functionality;
4.1.3. work around any technical limitations of the Service, or use any tool to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Service;
4.1.4. breach the security of the Service, identify, probe or scan any security vulnerabilities of the Service, other than such activities performed in mutual agreement with Company;
4.1.5. knowingly send any virus, worm, Trojan horse or other malicious or harmful code or attachment;
4.1.6. use robots, crawlers and similar applications to scrape, harvest, collect or compile content from or through the Service.
4.1.7. Decompile, disassemble, reverse engineer, or otherwise attempt to identify the underlying source code of the Service, unless these activities are your guaranteed and non-waivable rights under applicable law, in which case you shall first notify Company of the steps you wish to take; or
4.1.8. Access and use the Service in order to develop or create a product or service competing with the Service.
4.2. Company may, but is under no obligation to, monitor Customer’s (including its Partners and Authorized Users) use of the Service to verify it complies with this Agreement. The Company may suspend the provision of the Service to the Customer, or temporarily or permanently block Customer's account or access to the Service, if Company, in its sole discretion, reasonably believes that the Customer is in violation of the foregoing in a manner detrimental to Company or to the proper operation of the Service.
5. Fees
5.1. In consideration for the Service, Customer will pay Company (or Partner, if so agreed by the parties in writing) a periodic subscription fee according to its chosen subscription plan, as specified in the Service's onboarding process or in the pricing proposal or statement of work provided by Company to Customer (if provided). Unless expressly stated otherwise, all fees are quoted in USD and are payable to Company by any payment methods the Company makes available from time to time, based on Customer's chosen subscription plan.
5.2. All Customer’s payment obligations to Company are due upon the beginning of each subscription term, are non-cancelable and paid fees are non-refundable. The Customer is responsible for paying all fees applicable to its subscription to the Service, whether or not it is actively used, accessed or otherwise benefited from the Service.
5.3. At the end of any then-current subscription term, the Company may adjust its fees for subsequent subscription terms, upon providing notice to the Customer at least thirty (30) days in advance (which may be by e-mail or through the Service). If the Customer does not agree to the adjusted fees, the Customer may choose not to renew its subscription. The Customer’s continued use of the Service after the commencement of the renewal term for which the new fees apply shall constitute the Customer’s acceptance of the revised fees.
5.4. Failure to settle any overdue fee within twenty-one (21) calendar days of its original due date will constitute a material breach of this Agreement and, without limiting any remedies available to Company, Company may, following written notice to the Customer (notice by any electronic means sufficient): (i) terminate this Agreement and cease providing the Service to Customer; or (ii) suspend performance of or access to the Service, until payment is made current. Overdue fees shall bear interest at the rate of the higher of (a) six percent (6%) per annum; or (b) the maximum rate permitted under law. Customer will reimburse Company for legal costs and attorney fees that Company incurs in the course of collecting Customer’s overdue fees.
5.5. Fees are exclusive of any sales tax, VAT, withholding tax or other governmental charges or transaction charges. Where applicable, Company will provide the Customer its tax certificates and Customer shall withhold taxes from payments due as per such certificates.
5.6. Payment may be processed and handled through third-party payment processors and may therefore be subject to the terms and conditions of the applicable third-party payment processor in addition to the terms herein. Customer acknowledges that such third-party payment processors may charge commission, which will be added to the Service fees. The Company is not responsible for such commission. Fees that Company is unable to charge on behalf of the third-party will be deemed an overdue fee.
6. Intellectual Property
6.1. The Service is a proprietary offering of the Company, protected under copyright laws and international copyright treaties, patent law, trade secret law and other intellectual property rights of general applicability. The Service is offered to Customer for use and access only in accordance with the terms of this Agreement and is not sold or licensed in any other way.
6.2. Except for Customer’s limited access to use the Service during the Term, this Agreement does not grant or assigns to the Customer, any other license, right, title, or interest in or to the Service, or the intellectual property rights associated with them. All rights, title and interest, including copyrights, patents, trademarks, trade names, trade secrets and other intellectual property rights, and any goodwill associated therewith, in and to the Service and Service Data (but not the Customer Data and Output Data), including computer code, graphic design, layout and the user interfaces of the Service, whether or not based on or resulting from Feedback, are and will remain at all times, owned by, or licensed, to the Company.
6.3. The Customer owns all rights, title and interest in and to the Customer Data and the Output Data. Customer grants Company and its third-party service providers a worldwide, irrevocable license to use the Customer Data and Output Data strictly for the purposes stipulated in Section 7.1 below.
6.4. The Customer may provide Company with Feedback, including information pertaining to bugs, errors and malfunctions of the Service, performance of the Service, content and accuracy of the Service, the Service’s compatibility and interoperability, and information or content concerning enhancements, changes or additions to the Service that Customer requests, desires or suggests. Customer hereby assigns, without charge, all right, title and interest in and to the Feedback to Company, including the right to make commercial use thereof, for any purpose Company deems appropriate.
6.5. Unless the Customer notifies Company otherwise in writing, and notwithstanding anything to the contrary herein, Company may identify Customer as the Company's client and a user of the Service, including on Company's website and in other online or offline marketing materials. Customer grants Company a worldwide, non-exclusive, non-transferable, royalty-free and free of charge license, to use Customer's name, logo and website URL solely for the purpose of identifying Customer as a Company's client as described herein.
7. Confidentiality
7.1. ”Confidential Information” shall mean any and all information disclosed by one party (”Disclosing Party”) to the other (”Receiving Party”) regarding past, present, or future marketing and business plans, customer lists, lists of prospective customers, technical, financial or other proprietary or confidential information of the Disclosing Party, formulae, concepts, discoveries, data, designs, ideas, inventions, methods, models, research plans, procedures, designs, formulations, processes, specifications and techniques, prototypes, samples, analyses, computer programs and software, trade secrets, data, methodologies, techniques, non-published patent applications and any other data or information, as well as improvements and know-how related thereto. Customer Data and Output Data are Customer’s Confidential Information. Service Data is Company's Confidential Information.
7.2. Each Party herein must hold any Confidential Information in confidence using the same degree of care, but in no case less than a reasonable degree of care, that it uses to prevent the unauthorized dissemination or publication of its own confidential information. Receiving Party may use this Confidential Information only for the purpose of performing its obligations under this Agreement.
7.3. The obligations set forth in this section shall not apply to information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on Receiving Party's part; (ii) Receiving Party can demonstrate in its prior established records to have had rightfully in Receiving Party's possession prior to disclosure of the same by the Disclosing Party; (iii) Receiving Party can demonstrate by written records that it had rightfully obtained the same from a third party who has the right to transfer or disclose it, without default or breach of confidentiality obligations; (iv) Disclosing Party has provided its prior written approval for disclosure; or (v) Receiving Party is required to disclose pursuant to a binding order or request by court or other governmental authority, or a binding provision of applicable law, provided that, to the extent permissible, Receiving Party provide the Disclosing Party notice of the requested disclosure as soon as practicable, to allow the Disclosing Party, if it so chooses, to seek an appropriate protective or preventive order.
7.4. Without derogating from Section 5.5 above, neither party shall, without the approval of the other party, make or have any press release or other public announcement concerning the Agreement and its contents.
8. Customer Data
8.1. Customer authorizes and instructs Company to process Customer Data for the purpose and extent necessary for any of the following:
8.1.1. The generation of Output data and the provision of the Service to Customer;
8.1.2. Directly contacting Customer's clients with respect to business and financial matters concerning the Customer's engagement with its clients (including, but not limited to payments owed to Customer, business opportunities, subscription renewals, etc.), as part of the provision of the Service and under Customer's instructions; and
8.1.3. Aggregating or de-identifying Customer Data and Output Data, and analyzing or using such aggregated or de-identified data for the purpose of developing, improving, and enhancing the Service (including its AI/ML models); provided, however, that the Company shall ensure that such aggregated or de-identified data, or any generated insights or developments, cannot be used, alone or in combination with other data, to identify the Customer or any Individual, and cannot be linked by any means to the Customer.
8.2. Customer acknowledges that the Output Data and any actions or tasks the Service allows Customer to take or execute ("Workflows"), are generated based solely on the Customer Data and Customer shall bear sole liability for the quality, integrity and accuracy of the Customer Data. The Customer further acknowledges that the Company does not examine the Customer Data's accuracy, completeness or reliability prior to generating the Output Data or executing Workflows at Customer's request. Additionally, the Customer acknowledges that the Service may incorporate and rely on external AI/ML models or services, and therefore the Company makes no representation or warranty as to the accuracy, completeness, or reliability of any Output Data produced using such models. The Customer shall have no plea or claim in relation to the accuracy or completeness of the Output Data, and is solely responsible for verifying and evaluating the Output Data before taking any action in reliance thereon.
8.3. By providing Customer Data to the Company through the Service (either automatically or manually), Customer warrants that it has obtained all rights and consents necessary to provide the Customer Data for purposes herein.
8.4. Personal Data. The Company may be required to process the Personal Data (as such term is defined in any applicable data protection laws) of Individuals in the course of providing its Service for the purposes described above. If the Company is so required:
8.4.1. The parties warrant to abide by applicable privacy and data protection laws and regulations in order to allow Company to lawfully process Individuals' Personal Data – all, in accordance with the Company's Data Processing Addendum, and, to the extent the Company processes Personal Data as a controller (for example, Personal Data of authorized users), the Company’s Privacy Policy.
8.4.2. The Customer bears the sole and exclusive liability for obtaining the Individuals' informed and express consent to processing of their Personal Data for the purposes herein.
9. Term and Termination
9.1. This Agreement will be in effect from the date of purchasing the subscription to the Service and until the end of that subscription plan (unless renewed by Customer), or until terminated by either Party in accordance with this section 9 (the “Term”).
9.2. Each party may terminate this Agreement:
9.2.1. Immediately, if the other party has materially breached this Agreement and failed to remedy the material breach within 15 days of receiving notice thereof; or
9.2.2. If the other party becomes or is declared insolvent or bankrupt, is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which proceedings are not dismissed within sixty (60) days of their commencement, makes an assignment for the benefit of creditors, or takes or is subject to any such other comparable action in any relevant jurisdiction.
9.3. Following termination of this Agreement:
9.3.1. Customer shall cease use of the Service and Company shall terminate Customer's and Authorized Users' accounts on and access to the Service;
9.3.2. Each party shall delete and destroy all copies of the other party’s Confidential Information and shall certify such deletion in writing. Notwithstanding the foregoing, a party may retain one archived and safeguarded copy of the other party’s Confidential Information if it is required to do so under applicable law or to establishing or defending legal claims relating to this Agreement; and
9.3.3. Company will bill the Customer for all then-outstanding Service fees (if any).
9.3.4. Notwithstanding anything to the contrary in this Agreement, Sections 5 (Fees), 6 (Intellectual Property), 7 (Confidentiality), 8 (Customer Data), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnity), 14 (Miscellaneous), and any other provision of this Agreement which by its nature should survive termination or expiration, shall so survive.
10. Disclaimer of Warranties
10.1. Each Party represents and warrants that: (i) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction; (ii) it has all requisite power and authority to enter into this Agreement and to fully perform its obligations hereunder; (iii) the execution, delivery, and performance of this Agreement do not and will not violate, conflict with, or constitute a default under any agreement, contract, or other arrangement to which it is a party; and (iv) it will comply with all applicable laws and regulations in the performance of its obligations under this Agreement.
10.2. The Company hereby further represents and warrants that: (i) it has the professional skills and knowledge necessary to provide the Service; and (ii) the Service does not infringe on the proprietary rights of any third party.
10.3. EXCEPT AS SET FORTH ABOVE, THE SERVICE, INCLUDING THE OUTPUT DATA ARE PROVIDED “AS IS”. EXCEPT TO THE EXTENT PROHIBITED BY LAW OR EXPLICITLY PROVIDED HEREUNDER, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE, AND THE OUTPUT DATA AND DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES: (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT; (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE; (III) THE SERVICE WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED; (IV) OF CONNECTIVITY ISSUES CAUSED BY THIRD-PARTY SYSTEMS OR NETWORKS; OR (V) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
11. Limitation of Liability
OTHER THAN AS A RESULT OF A BREACH OF INTELLECTUAL PROPERTY OBLIGATIONS (SECTION 6) OR CONFIDENTIALITY OBLIGATIONS (SECTION 7) (COLLECTIVELY: “EXLUDED DAMAGES”), NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), LOSS OF DATA, OR DATA USE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE COMPANY SHALL NOT BE LIABLE FOR ANY EFFECTS OR IMPLICATIONS OF THE CUSTOMER’S USE OF THE SERVICE ON THE CUSTOMER’S BUSINESS, NOR FOR THE CONDUCT OF ANY AUTHORIZED USER OR PARTNER. WITHOUT LIMITING THE FOREGOING, THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGE ARISING FROM ANY THIRD-PARTY SYSTEM OR SERVICE, INCLUDING CLOUD INFRASTRUCTURES, ELECTRICITY SUPPLY, OR THE AVAILABILITY, COMPATIBILITY, OR PERFORMANCE OF ANY INTEGRATED SYSTEMS USED BY THE CUSTOMER. IN NO EVENT SHALL THE COMPANY’S TOTAL AND CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY THE CUSTOMER TO THE COMPANY FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE THE COMPANY’S LIABILITY FOR ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW, INCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY THE COMPANY’S NEGLIGENCE, OR FOR FRAUD OR WILLFUL MISCONDUCT.
12. Indemnity
12.1. Each Party (“Indemnifying Party”) shall defend, indemnify, and hold harmless the other Party (“Indemnified Party”) and its respective directors, officers, employees, consultants, successors, and assigns, from and against any third-party actually paid claim, liability, loss, cost, or expense (including reasonable attorneys’ fees) arising directly out of or relating to: (a) the Indemnifying Party’s infringement of any third-party intellectual property rights; or (b) the Indemnifying Party’s gross negligence or willful misconduct. In addition, the Customer shall defend, indemnify, and hold harmless the Company from any claim arising out of or relating to the Customer’s (or its Authorized Users’ or Partners’) use or misuse of the Service, including any alleged violation of applicable law, breach of this Agreement, or infringement of third-party rights caused by the Customer’s data or activities.
12.2. The indemnification obligations under this Section shall apply only if the Indemnified Party (i) promptly notifies the Indemnifying Party in writing of the claim; (ii) grants the Indemnifying Party sole control over the defense and settlement of the claim; and (iii) provides all reasonable cooperation and assistance, at the Indemnifying Party’s expense. The Indemnifying Party shall not settle any claim in a manner that imposes any obligation or liability on the Indemnified Party without the Indemnified Party’s prior written consent (not to be unreasonably withheld).
12.3. The Company’s indemnification obligations shall not apply to the extent a claim arises from (i) the Customer’s use of any outdated version of the Service after an updated version was made available at no additional charge, if the alleged infringement would have been avoided by using the updated version; (ii) the combination, operation, or use of the Service with any service, data, or equipment not provided or authorized in writing by the Company, where the alleged infringement would have been avoided but for such combination; (iii) the Company’s compliance with any instructions or specifications provided by the Customer that cause the alleged infringement; or (iv) the Customer’s continued use of the Service after the Company has instructed the Customer in writing to discontinue such use if discontinuing would have avoided the alleged infringement.
12.4. If a third-party claim alleges that the Service infringes any intellectual property right, the Company may, at its sole discretion: (i) procure for the Customer the right to continue using the Service without infringement; (ii) replace or modify the Service so that it is no longer infringing but substantially retains its functionality; or (iii) terminate the Customer’s right to continue using the Service and refund any prepaid amounts for the remaining portion of the Term.
12.5. This Section sets forth the Parties’ entire obligations and liabilities, and each Party’s sole and exclusive remedies, with respect to any claim of infringement or any other claim covered by this Section.
13. Governing Law and Dispute Resolution
13.1. This Agreement and Customer’s use of the Service will be exclusively governed by and construed in accordance with the laws of the State of Israel. Any dispute relating to this Agreement or the Service shall be under the sole jurisdiction and venue of the competent courts located in the Tel Aviv-Jaffa district in Israel.
13.2. Notwithstanding the foregoing, a party may lodge a claim against the other party for interim, emergency or injunctive relief, in any other court having general jurisdiction over the other party.
14. Miscellaneous
14.1. Assignment. Except as set forth below, neither party shall assign this Agreement without obtaining the other’s prior written consent, and any purported assignment without both parties’ prior written consent is void. Either party may assign this Agreement in its entirety, including all rights, duties, liabilities, performances and obligations herein, upon notice to the other party and without obtaining the other party’s further specific consent, to a third-party upon a merger, acquisition, change of control or the sale of all or substantially all of the assigning party’s equity or assets. By virtue of such an assignment, the assignee fully assumes the assignor’s stead.
14.2. Relationship of the Parties. The relationship between the Parties hereto is strictly that of independent contractors, and neither Party is an agent, partner, joint venturer or employee of the other.
14.3. Export Laws and Sanctions. The Parties shall comply with all applicable export control and trade sanctions laws and regulations, including those of the United States, the European Union, and any other relevant jurisdiction. The Customer and the Partner represents that it is not located in, or ordinarily resident in, a country or territory that is subject to comprehensive sanctions, nor is it on any denied-party list issued by an applicable government authority. Neither Party shall directly or indirectly provide the Service to, nor use the Service on behalf of, any individual, entity, or country that is subject to sanctions or other trade restrictions under applicable law, unless authorized by the appropriate governmental authority. Each Party shall promptly notify the other Party if it becomes subject to any such sanctions or restrictions.
14.4. Amendments. Either Party may amend this Agreement only by an instrument in writing signed by the duly authorized representatives of both Parties, and such amendment will be effective as of the date specified therein. Notwithstanding the foregoing, the Company may, from time to time, update or revise its ancillary policies or annexes (such as the SLA, Partners Addendum, or Privacy Policy) to reflect changes in law, compliance requirements, or the introduction of new features, upon reasonable prior notice to the Customer (which may be by email or through the Service). If any such revision materially diminishes the Customer’s rights or materially increases the Customer’s obligations, the Customer may object in writing within [30] days of receiving notice. If the Customer does not object or continues to use the Service after that period, the revision shall be deemed accepted. If the Customer timely objects, the Parties will negotiate in good faith a suitable resolution or the Company may, at its discretion, allow the Customer to terminate the affected Service without liability.
14.5. Complete Terms and Severability. This Agreement together with its annexes including the Privacy Policy, Data Processing Addendum, SLA, Partners Addendum and any other annex to it as may be amended from time to time, constitute the entire and complete agreement between the Parties concerning the subject matter herein and supersede all prior oral or written statements, understandings, negotiations and representations with respect to the subject matter herein. If any provision of this Agreement is held invalid or unenforceable, that provision shall be construed in a manner consistent with the applicable law to reflect, as nearly as possible, the original intentions of the Parties, and the remaining provisions will remain in full force and effect. This Agreement may be modified or amended only in writing, signed by the duly authorized representatives of both Parties.
14.6. No Waiver. Neither Party will, by mere lapse of time, without giving express notice thereof, be deemed to have waived any breach, by the other Party, of any terms or provisions of this Agreement. The waiver, by either Party, of any such breach, will not be construed as a waiver of subsequent breaches or as a continuing waiver of such breach.
14.7. Force Majeure. Neither Party shall be liable for any delay or failure in performing its obligations under this Agreement if such delay or failure is caused by events, occurrences, or causes beyond its reasonable control, including acts of God, natural disasters, strikes, lockouts, riots, acts of war, terrorism, epidemics, governmental restrictions, power outages, or interruptions of internet or telecommunications service. In such circumstances, the affected Party shall be entitled to a reasonable extension of time for performance. The affected Party shall use commercially reasonable efforts to mitigate the impact of the force majeure event and resume performance as soon as practicable. For the avoidance of doubt, this clause does not pertain to any payment failure or delay.
Last updated: January 26, 2025