All purchase orders received by Interai Ltd. (“Interai”)for access and use of its software, are subject to this Agreement (“Agreement”),the terms and conditions on any purchase order form, and any special terms and conditions specified in the Purchase Order. No purchase order and/or special terms and conditions take precedence over this Agreement. Interai failure to insist upon strict performance of any term or condition shall not constitute a waiver of any subsequent breach by you, the Customer. Your signature on the Purchase Order constitutes you consent to this Agreement and undertaking to operate in compliance therewith.
Whereas Interai develops, owns, markets and licenses the right to use its proprietary Software and related tools (collectively, the “Software”), enabling to turn complex customer service processes into simple and powerful WorkApps which operate on top of Customer’s existing systems; and Whereas Customer wishes to license the right to use, install, have created WorkApps and use such WorkApps along with the Software on its systems; and Whereas based on the mutual covenants and undertakings hereunder the parties have agreed to enter into this Agreement;
Now, therefore, the parties have agreed as follows:
Following the Effective Date and subject to payment of applicable fees described in the Purchase Order, Interai shall provide installation, customization and WorkApps creation for such number of WorkApps (“Setup Services”) as described in an applicable statement of work. Customer shall provide reasonable assistance to facilitate the performance of the Setup Services. Interai shall not be liable for any delay in the performance of setup Services or for any failure to perform Setup Services, in the event such delay or failure is attributable to Customer or a delay or failure by Customer to comply with its obligations hereunder or due to an unforeseeable event.
The license granted under section 8 shall commence upon the date in which Interai the Software is operating on at least one workstation in production environment (“Launch Date”) and shall remain in effect for a period of 12 months thereafter (“Initial Period”). The Initial Period shall thereafter automatically be renewed for additional 12 months periods each (each a “Renewal Period”) unless earlier terminated in accordance with the terms below. The Initial Period and all Renewal Period shall be the “Term”.
Users will be calculated through Interai’s management console on a monthly basis; the first or last month during which a User is added or removed shall be deemed a full month regardless of when that User was added or removed during that month.
The fees are exclusive of VAT, which will be added to any invoice if applicable and shall be borne by Customer. Without prejudice to its other remedies, Interai shall have the right to charge interest on any overdue invoices at the rate of 1½% per month (or the maximum rate permitted under applicable law, if lower) from the date when payment of the invoice becomes due for payment up to and including the date of actual payment.
Following the Launch Date and 4 weeks thereafter, the Customer may terminate the Agreement with 7 days prior written notice.
Either party may elect not to renew a Term by providing written notice to the other party at least 30 days before the end of the Term.
Each party may terminate this Agreement in the event of a material breach by the other party upon a fourteen (14) days' notice, unless the breach is cured during the notice period.
Upon termination or expiration of this Agreement the right granted to Customer in this Agreement shall expire and Customer shall cease use of the Software and the WorkApps immediately, delete or return, at Interai discretion, all copies of the Software and Confidential Information. Notwithstanding the termination or expiration of this Agreement, the sections which by their nature intend to survive shall survive and remain in effect in perpetuity.
Setup services - invoice will be issued upon signing this Agreement.
Licensing fees will be calculated monthly based on the rate in this section, and charged at the end of each month/quarter.
Payment will be due and made within thirty (30) days of Interai’s invoice issuance.
Subject to the terms and conditions of this Agreement, Interai grants Customer, and Customer accepts anon-exclusive, non-transferable, non-sublicensable, limited right and license, during the Term, to have the Software or beta versions of it, installed on its servers in object code only, and to use the Software and related developed WorkApps for its internal business purposes only, in the scope detailed in this Agreement.
Customer shall not (i) sell, lease, transfer, or pledge the Software, or use the Software in a time-sharing, outsourcing, or service bureau environment; (ii) reverse engineer, decompile, disassemble or attempt to access the source code of the Software or modify the Software; (iii) ship, transfer, or export the Software or use the Software in any manner that is prohibited by law, including without limitation, to sell, distribute, download or export the Software: (a) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Sudan, Lebanon or Syria, (b)to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals, (c) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. or Israeli government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval, or (d) otherwise in violation of any export or import restrictions, laws or regulations of the U.S. or Israel or any foreign agency or authority. Customer agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list; (iv)contest intellectual property rights to the Interai IPR; (v) remove or add any labels, notices or logos to the Software; (vi) perform any act or be responsible to any omission that is illegal; or (vii) cause or permit any third party to do any of the foregoing. Customer is solely responsible for acquiring and maintaining all of the hardware, software and services necessary to use and evaluate the Software. Customer is solely responsible for acquiring and maintaining all of the hardware, software and services necessary to use and evaluate the Software.
Notwithstanding any other provision to the contrary, the Software, any customizations or deliverables pursuant to the Services, Interai Confidential Information and all improvements, enhancements and derivatives of any of the foregoing and all Intellectual Property Rights thereto ("Interai IPR") are exclusively owned by Interai and/or its licensors. All Feedback (as such terms is defined below), and suggestions provided to Interai regarding the Software or its operation shall be deemed as Interai IPR. This Agreement does not convey to Customer any right, title or interest in the Interai IPR, other than the revocable and limited right to use the Software as set forth above.
During the use of the Software and the WorkApps the Customer shall be encouraged to share and provide comments, suggestion and feedback (“Feedback”) to Interai regarding the use of the Software and WorkApps, possible improvements or enhancements. Interai shall not be obligated to use any of the Feedback, however all Feedback which pertains to the Software and WorkApps shall be considered Interai IPR.
During the Term each party may have access to or receive certain non-public or proprietary information or materials of the other party (the "Recipient" and the "Discloser", respectively), whether in tangible or intangible form, including without limitation technical, financial and business related information. All information disclosed or made available by the Discloser to the Recipient during the Term is and shall be considered "Confidential Information" of the Discloser. The Software and its specification and documentation as well as all Feedback in Confidential Information of Interai.
Confidential Information will not include information or material which the Recipient can demonstrate: (a) was in the public domain at the time of disclosure by Discloser to the Recipient; and/or (b) became part of the public domain after disclosure by Discloser to the Recipient, through no fault of the Recipient; (c) was in the Recipient's possession at the time of disclosure by the Discloser, and was not subject to prior continuing obligations of confidentiality by the Recipient; (d) was rightfully disclosed to the Recipient by a third party having the lawful right to do so; and/or (e) was independently and rightfully developed by the Recipient without (direct or indirect) use of, or reliance upon, Discloser's Confidential Information. In the event that Recipient is required to disclose Confidential Information of Recipient pursuant to any law or governmental or judicial order, Recipient will promptly notify Discloser in writing of such law or order and reasonably cooperate with Discloser in opposing such disclosure or obtaining such other protective measures. In any event, such disclosure made pursuant to this paragraph will be made solely to the extent required by such law or order (as the case may be).
Recipient will use Discloser’s Confidential Information solely for the purpose of performing its obligations and/or exercising its rights under this Agreement and will not disclose Confidential Information to any third party, except to its employees that have a need to know such information and that are bound by obligations at least as protective as provided herein. Recipient will take measures at a level at least as protective as those taken to protect its own confidential information of like nature, but in no event less than a reasonable level, to protect Discloser’s Confidential Information. Recipient will promptly notify Disclosure in writing in the event of any actual or suspected unauthorized use or disclosure of any Disclosure Confidential Information.
Other than as expressly set out in these Terms and Conditions the Interai make no additional representation or provides other warranties with respect to the software and services. In particular, to the maximum extent permitted by law, interai disclaims any warranties not made under this agreement, either express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose or use. interai does not warrant that the operation of the software will be uninterrupted or error-free; that any errors are reproducible or that errors are repairable; the workapps will be fully interoperable with all systems or that their operation or use will not cause any data loss or corruption; does not warrant or make any representations regarding the use or the results of the use of the software or any related services.
Interai shall defend, indemnify and hold Customer harmless from any direct damage or claim brought by a third party alleging that the Software, WorkApss or any of the services infringe such third party’s intellectual property rights. Interai's indemnification obligation shall be conditioned on provision of a written notice of the claim by Customer to Interai promptly after becoming aware thereof; Interai having sole control over the defense and settlement of the claim; and Customer providing reasonable cooperation in the defense at Interai's expense. Notwithstanding anything to the contrary, Interai’s indemnification obligations hereunder shall not apply if: Customer made any changes to the Software or combined it with any third-party software or if Interai created any deliverables or modifications pursuant to Customer’s instructions, materials or specifications.
except for claims arising from breach of confidentiality or misappropriation of either party’s intellectual property rights, in no event shall either party or its affiliates be liable tot he other party or any third party, under any legal theory, whether contract, tort or otherwise, for any indirect, incidental, consequential or punitive damages, including without limitation, damages for loss of business profits, business interruption, loss of information or loss of data. notwithstanding anything to the contrary, interai's and/or its affiliate's aggregate liability shall not exceed the amounts actually paid by customer to interai herein during the twelve (12) months period preceding the event that gave rise to the claim.
(i) This Agreement is the entire agreement between Customer and Interai in respect of the subject matter herein and this Agreement shall not be modified except as provided herein; (ii) This Agreement is governed by the laws of the State of Israel without regard to conflict of laws provisions thereof. The courts of Tel Aviv-Jaffa, Israel shall have exclusive jurisdiction and venue to adjudicate any dispute arising out of this Agreement and both parties hereby irrevocably submit to the exclusive jurisdiction of those courts; (iii)Neither party may assign or otherwise transfer this Agreement or any of its rights and obligations under this Agreement to any third party without the prior written consent of the other party. Any unauthorized assignment will be void and of no force or effect. Notwithstanding the foregoing, Interai may assign and transfer all of its rights and obligations herein in connection with a merger, consolidation, reorganization or sale of all or substantially all of its assets; (iv) unless otherwise expressly provided, no provisions of this Agreement are intended or shall be construed to confer upon or give to any person or entity other than Customer and Interai, any rights, remedies or other benefits under or by reason of the Agreement; (v) no failure or delay by either party in exercising any right, power or remedy shall operate as a waiver thereof. Waivers must be explicit and in writing.