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CommBox – End-User License Agreement (EULA)

Last updated: September, 2023

THIS END USER LICENSE AGREEMENT (“AGREEMENT”) TOGETHER WITH ALL OF ITS EXHIBITS (IF ANY ARE ATTACHED OR INCORPORATED BY REFERENCE) GOVERNS THE USE OF THE COMMBOX SOFTWARE (AS DEFINED BELOW), INCLUDING SAAS, CLOUD-DELIVERED SERVICES.THIS AGREEMENT IS ENTERED BETWEEN (A) YOU (BOTH THE INDIVIDUAL INSTALLING AND/OR USING THE SOFTWARE AND ANY LEGAL ENTITY ON WHOSE BEHALF SUCH INDIVIDUAL IS ACTING) (REFERRED TO HEREIN AS “CUSTOMER”, “YOU” OR “YOUR”) AND (B) COMMBOX COMMUNICATION AND AUTOMATION LTD, OR ANY OTHER AFFILIATE, AS DESCRIBED IN THE ORDERING DOCUMENT RELATED TO THIS AGREEMENT (“COMMBOX” OR “COMPANY”). PLEASE READ CAREFULLY THE TERMS OF THIS AGREEMENT BEFORE INSTALLING, REGISTERING, ACCESSING, OR OTHERWISE USING THE SOFTWARE PROVIDED TO YOU BY COMMBOX. THIS AGREEMENT GOVERN YOUR USE OF THE SOFTWARE; REGARDLESS IF THE SOFTWARE AND ANY SERVICES WERE ACQUIRED DIRECTLY VIA COMMBOX OR INDIRECTLY THROUGH AN AUTHORIZED PARTNER OF COMMBOX. BY INSTALLING, REGISTERING, ACCESSING, OR OTHERWISE USING THE SOFTWARE, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY ALL THESE TERMS AND REPRESENT THAT YOU HAVE FULL RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND PERFORM HEREUNDER ALL OBLIGATIONS. IF YOU DO NOT AGREE TO ALL TERMS SET FORTH IN THIS AGREEMENT, DO NOT CLICK “ACCEPT” AND DO NOT INSTALL, REGISTER, ACCESS, OR OTHERWISE USE THE SOFTWARE. FURTHERMORE, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS TO THE EXTENT PERMITTED UNDER APPLICABLE LAW. BOTH COMMBOX AND CUSTOMER MAY BE INDIVIDUALLY REFERRED TO AS A “PARTY” OR COLLECTIVELY AS “PARTIES”.

Download @ EULA

1. Definitions
“Affiliate” means any entity that Controls, is Controlled by, or is under common Control with either of the Parties. Control means having the power, directly or indirectly, to direct or cause the direction of the management and policies of the entity, whether through ownership of voting securities, by contract, or otherwise.

“API” means the application programming interface for the Hosted Services defined by CommBox and made available by CommBox to the Customer;

“Customer Data” means all of Customer and its Users’ data, information, works and materials: that are uploaded to or stored by or for Customer or that are accessed by the Company in connection with Customer’s or its users use of the Software or Service and data originating from the Customer’s endpoints, network, and assets, including without limitation its servers and computers (but excluding analytics data relating to the use of the Hosted Services and server log files);

“Data Protection Laws” means the applicable laws, rules, and binding regulations governing the Processing of personal data or personally identifiable data that directly or indirectly identifies Data Subjects (collectively, “Personal Data”). Such laws, rules and regulations include, without limitation, and as applicable, privacy laws within the State of Israel, the European Union, the European Economic Area and their member states, Switzerland, the United Kingdom, and relevant state and federal laws within the United States applicable to the Processing of Personal Data under this Agreement.

“Data Subject” means either a natural person who is subject to protection under Data Protection Laws or, to the extent protected under an applicable Data Protection Law (e.g., the CCPA), a household or other protected unit.
“Documentation” means the relevant documentation for the Hosted Services produced by CommBox and delivered or made available by CommBox to customers, including any specifications, product manuals, user documentation, and technical data sheets in effect on the date CommBox delivers the Hosted Services to Customer;
“Cloud Provider” – means a third party entity that provides Cloud Services to CommBox and/or the Customer (such as Microsoft, Azure, Amazon etc.).

“Cloud Services” means the services provided by the Cloud Provider, in accordance with the terms generally made known by the Cloud Provider.
“Fees” means the subscription fees that are due and payable by Customer to CommBox for the Hosted Services and any other fees (such as fees for professional services etc.) that are due under an Order.

“Intellectual Property Rights” means all worldwide intellectual property rights, including without limitation, copyrights, trademarks, service marks, trade secrets, inventions, patents, patent applications, moral rights, trade names and logos, and registrations and applications therefor, know-how, goodwill, and all other intellectual property and proprietary rights, whether registered or unregistered, divisions, continuation, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired and all rights related to the preceding.
“Hosted Services” or the “Services” means the advanced AI-powered omnichannel communication software-as-a-service platform of Commbox that revolutionizes customer engagement by seamlessly integrating various communication channels, which is licensed in Object Code under the applicable Order.

“Object Code” means computer programming code in the form not readily perceivable by humans and suitable for machine execution without the intervening steps of interpretation or compilation.
“Order(s)” or “Order Form” means a signed quotation or any ordering document signed by the Parties detailing the subscription terms, the Fees and any other service purchased by Customer from CommBox. Each Order Form is incorporated into and shall be subject to the terms of this Agreement.

“Personal Data Breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data that is transmitted, stored or otherwise Processed.

“Processing” means any operation or set of operations performed upon Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. “Process Personal Data” shall be construed accordingly.
“Software” means the proprietary software product of CommBox licensed under this Agreement and any Order Form, in Object Code form, only. Software includes any updates, upgrades, and any other modifications thereof, delivered to Customer under this Agreement as part of the Hosted Services.
“Subscription” means the scope and limitation on the subscription and license to use the Hosted Services of CommBox, including specific limitations on the number of permitted endpoints and network assets to be used by the Customer with the CommBox Software set out in your specific Order(s).

“Subscription Term” means the period during which Customer is entitled to access Services subject to payment of the due Subscription Fees to CommBox, commencing as of the Subscription Term start date and ending on the Subscription Term end date, as defined and described in an Order.

“Subscription Scope” means the Subscription, Subscription Term, and any other terms and restrictions on the scope of Subscription, all as outlined in the applicable Order(s).

“Third-Party Software” means any software programs or interfaces provided by third parties contained in the Software or Service
“Third Party Software Provider” means the third party that has the right to provide and grant licenses for the use of Third Party Software.
“Usage Data” means any non-Customer-identifying information, data, reporting, suggestions, analyses, and/or intelligence relating to the operation, support, and/or Customer’s use (in an anonymized manner), of the Software and/or the Services (such as metadata, aggregated data, analytics, security findings or discoveries, etc.).
“User” means an individual who is authorized by Customer to use the Hosted Services within its organization, and who are Customer’s employees or Customer’s approved contractors and consultants to access and use the Hosted Services on the Cloud for Customer’s internal business purpose, subject to the terms of this Agreement.
“User Interface” means the interface for the Hosted Services designed to allow individual human users to access and use the Hosted Services.

2. Scope
This Agreement shall apply to Customer’s use of Licensor’s subscription Hosted Services, any purchased professional services, all linked pages, content, products and other related components identified in one or more Order Forms signed by the parties and as described in the respective documentation (if applicable), including any exhibits thereto.

The Hosted Service (defined below) being licensed to Customer and which may be used by Customer during the Subscription Term and the quantities, type, and any other applicable information regarding any restrictions on the Hosted Service, or other licensing information, is as set forth in this Agreement and/or any applicable Order Form.

The Services include updates, upgrades or new functionality releases of such Services that Licensor may make accessible to its customers generally, at intervals Licensor chooses at its sole discretion as well as standard level of support. This Agreement and Exhibits thereto whether attached or incorporated by reference and all Orders represent the parties’ entire understanding regarding the Services and shall control over any different or additional terms of any purchase order or other non-Licensor ordering document, and no terms included in any such purchase Order or other non-Licensor ordering document shall apply to the Services of CommBox.

This Agreement applies to all Software licensed from Licensor; any pre-release versions of the Software; any Services performed by Licensor; and any demonstration versions of the Software that Customer is using for the purpose of evaluating whether to purchase a license. If more than one agreement was provided with respect to the Software or Services, and the terms vary, the order of precedence of those license agreements is as follows: a signed agreement, a printed or electronic agreement that states clearly that it supersedes other agreements, a printed agreement provided with the Software, an electronic agreement provided with the Software.
In case of a conflict between this Agreement and an Order, the terms of this Agreement shall control unless mutually agreed otherwise by the Parties in any Order, in writing.

3. Right to Use the Hosted Services; License Grant
This Agreement shall apply to Customer’s use of Licensor’s subscription Hosted Services, any purchased professional services, all linked pages, content, products and other related components identified in one or more Order Forms signed by the parties and as described in the respective documentation (if applicable), including any exhibits thereto.
The Hosted Service (defined below) being licensed to Customer and which may be used by Customer during the Subscription Term and the quantities, type, and any other applicable information regarding any restrictions on the Hosted Service, or other licensing information, is as set forth in this Agreement and/or any applicable Order Form.
The Services include updates, upgrades or new functionality releases of such Services that Licensor may make accessible to its customers generally, at intervals Licensor chooses at its sole discretion as well as standard level of support. This Agreement and Exhibits thereto whether attached or incorporated by reference and all Orders represent the parties’ entire understanding regarding the Services and shall control over any different or additional terms of any purchase order or other non-Licensor ordering document, and no terms included in any such purchase Order or other non-Licensor ordering document shall apply to the Services of CommBox.
This Agreement applies to all Software licensed from Licensor; any pre-release versions of the Software; any Services performed by Licensor; and any demonstration versions of the Software that Customer is using for the purpose of evaluating whether to purchase a license. If more than one agreement was provided with respect to the Software or Services, and the terms vary, the order of precedence of those license agreements is as follows: a signed agreement, a printed or electronic agreement that states clearly that it supersedes other agreements, a printed agreement provided with the Software, an electronic agreement provided with the Software.
In case of a conflict between this Agreement and an Order, the terms of this Agreement shall control unless mutually agreed otherwise by the Parties in any Order, in writing.

4. License Restrictions and Representations
The license granted by CommBox to the Customer in Section 3.1 above is subject to the following limitations:
The User Interface may only be used through a supported web browser and/or mobile application;
The User Interface may only be used by the officers, employees, and subcontractors of the Customer;
The User Interface may only be used by the named Users within the Usage Rights defined in an Order providing that the Customer may change, add or remove a designated named User subject to written notification to CommBox and as long as the Subscription Scope is not exceeded;
The User Interface must not be used at any point in time by more than the number of concurrent Users specified within the Order Form providing that the Customer may add or remove concurrent user licenses in accordance with the license change procedure defined by CommBox from time to time; and
4.2 License Restrictions
The Software and the Hosted Service may not be copied, altered, modified, disseminated, de-compiled, disassembled or reverse engineered in any manner. Customer or any User shall not attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any Software, documentation or data (excluding Customer Data) related to or provided with the Services. Any attempt to do so shall be deemed as material breach of this Agreement, and notwithstanding any provisions herein, shall immediately terminate all license rights granted to Customer and shall entitle CommBox to all such remedies that may exist under contract, at law or equity. Customer acknowledges that the Software and Services contain trade secrets and Confidential Information of CommBox and/or its licensors and suppliers. Customer agrees not to disclose, provide, or otherwise make available trade secrets or Confidential Information contained within the Software or Services in any form to any third party and Customer further agrees to reasonably protect such trade secrets. Customer will not (and will not allow any third party to): (i) decompile, disassemble, reverse compile or reverse engineer or attempt to discover any Source Code or underlying ideas or algorithms of the Software (except to the extent that applicable law prohibits such restrictions), (ii) modify or create derivative works based on the Software; (iii) distribute, delegate and\or transfer the Software to any third party (except for the right to sublicense the Software and provide Services on the cloud to its Customers as hereinafter permitted) or copy, frame or mirror any part or content of the Services, other than copying or framing on Customer’s own intranets or otherwise for Customer’s own business operations; (iv) use any Software, or allow the transfer, transmission, export, or re-export of any Software or portion thereof, in violation of United States, European Union and Israel law, or any other applicable export control laws or regulations; (v) develop passwords that differ from the license keys provided by CommBox, attempt to defeat CommBox’s license keys or attempt to determine how they are developed; (vi) use, distribute or copy the Software or the Hosted Services except as expressly permitted in this Agreement; (vii) permit any third party to access the Hosted Services except as permitted herein or in an Order Form; or (viii) access the Hosted Services in order to build a competitive product or service.
Customer shall not remove any proprietary notices or labels from the Services or Software. Customer shall use the Services and Software only for Customer’s and its Affiliates’ own internal business operations, and not for reselling, distributing or the operation of a service bureau or timesharing service.
Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the license granted by CommBox to the Customer in this Agreement is subject to the following prohibitions:
The Customer must not sub-license its right to access and use the Hosted Services;
The Customer must not permit any unauthorized person or application to access or use the Hosted Services;
The Customer must not make any alteration to the Hosted Services except as permitted by the Documentation; and
The Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Hosted Services without the prior written consent of CommBox.
Customer shall not use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with Licensor’s provision of the Services. Customer shall be responsible for maintaining the security of the Equipment under its control and Customer’s account access passwords, if applicable. Customer and Licensor agree to make every reasonable effort to prevent unauthorized third parties from accessing the Services. Customer shall be liable for all acts and omissions of its Users.

Customer represents and warrants that it will use the Services only in compliance with the terms of this Agreement, with any Licensor’s use policies and in compliance with the following:
Social networking sites’ terms and conditions associated with its procurement and use of Customer Data.
Laws and regulations, including those related to spamming, privacy, data protection, intellectual property, consumer and child protection, pornography, obscenity or defamation.

Service Suspension.
Licensor may immediately suspend Customer’s password, account, and access to the Services if:
Customer fails to pay any Fees on due time in accordance with the payment terms set forth in Section 6 below; or
Customer violates any license restrictions in Sections 3 and 4 of this Agreement and did not cure such violation within 30 days of Licensor’s written notice of such violation. Any suspension by Licensor of the Services under the preceding sentence shall not relieve Customer of its payment obligations under the Agreement.
Licensor will provide written notice to Customer as soon as practicable after Licensor exercises its rights under this subsection.
Usage Limits.

Customer’s usage of the Service is subject to usage limits, including, for example, the quantities specified in an Order. Unless otherwise specified, (a) a quantity in an Order refers to Users, and the Software or Service may not be accessed by more than that number of Users, (b) a User’s password may not be shared with any other individual, and (c) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Software or Service. If Customer exceeds a contractual usage limit, Licensor may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding Licensor’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order for additional quantities of the applicable Service promptly upon Licensor’s request, and/or pay any invoice for excess usage in accordance with the payment terms and pricing set forth in this Agreement and any Order.
Availability
Company shall use reasonable endeavors to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.
For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
a Force Majeure Event;
a fault or failure of the internet or any public telecommunications network;
a fault or failure of the Customer’s computer systems or networks;
any breach by the Customer of this Agreement; or
scheduled maintenance carried out by CommBox.
The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or impairment of the availability or accessibility of the Hosted Services.
The Customer must not use the Hosted Services: (i) in any way that is unlawful, illegal, fraudulent or harmful; or (ii) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

Third-Party Software
Company shall use reasonable endeavors to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.
For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
a Force Majeure Event;
a fault or failure of the internet or any public telecommunications network;
a fault or failure of the Customer’s computer systems or networks;
any breach by the Customer of this Agreement; or
scheduled maintenance carried out by CommBox.
The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or impairment of the availability or accessibility of the Hosted Services.
The Customer must not use the Hosted Services: (i) in any way that is unlawful, illegal, fraudulent or harmful; or (ii) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
Documentation
CommBox may make available to the Customer certain Documentation for the Customer’s internal use and solely connected with the Software and Hosted Services. In consideration of Customer’s payment of the Subscription Fees, CommBox hereby grants to Customer a non-exclusive, non-transferable, fully revocable right and license to use the Documentation during the Subscription Term, for the sole purpose of facilitating Customer’s exercise of the license set forth in Section 3. At no additional cost, Customer may print and reproduce the Documentation provided that: (i) the number of such copies is limited to those reasonably required for use by Customer, including, without limitation, training and archival purposes; and (ii) proprietary notices contained in the original copies of the Documentation are reproduced and included in all copies, whether such copies are made in whole or in part. The Documentation shall be considered CommBox’s Confidential Information.
Use of Customer’s name
CommBox may make available to the Customer certain Documentation for the Customer’s internal use and solely connected with the Software and Hosted Services. In consideration of Customer’s payment of the Subscription Fees, CommBox hereby grants to Customer a non-exclusive, non-transferable, fully revocable right and license to use the Documentation during the Subscription Term, for the sole purpose of facilitating Customer’s exercise of the license set forth in Section 3. At no additional cost, Customer may print and reproduce the Documentation provided that: (i) the number of such copies is limited to those reasonably required for use by Customer, including, without limitation, training and archival purposes; and (ii) proprietary notices contained in the original copies of the Documentation are reproduced and included in all copies, whether such copies are made in whole or in part. The Documentation shall be considered CommBox’s Confidential Information.
Minimum Requirements to use the Hosted Services
The Customer agrees that the proper use of the Hosted Services may require compatible hardware, internet access, and certain software, as further described in the Documentation provided by CommBox.
Compliance with this Agreement and the Subscription Scope
The Customer must notify CommBox without undue delay about (i) any unauthorized or misuse of the Software or Service or (ii) any security incident Customer realizes in connection with the Software or Service. CommBox shall have the right to monitor and audit the Hosted Services to verify Customer compliance with this Agreement, including the Subscription Scope.
Compliance with laws
Customer represents it is compliant and causes anyone on its behalf including its Users, to comply with all applicable laws, rules, regulations, and guidelines relating to the use of the Hosted Services under this Agreement and any Order.

5. Customer Responsibilities
Responsibilities. Customer will (a) be responsible for its Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Customer Data and the means by which Customer acquired any Customer Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Software, Services and Customer Data, and notify Licensor promptly of any such unauthorized access or use, (d) use the Software and Service only in accordance with its Documentation and applicable laws and government regulations, and (e) comply with terms of service of Licensor as published from time to time on Licensor’s website(s) or provided to Customer by Licensor, as the case may be.
Suitability of Services; No Modification. Customer accepts sole responsibility for: (i) securing, implementing and maintaining its local systems and networks; (ii) ensuring that its and any Users’ system configuration, design and requirements are suitable for the receipt and deployment of the Hosted Service; (iii) determining whether the Hosted Services are suitable in light of its and its Users’ business needs and technical requirements and making an independent evaluation as to whether to subscribe to the Hosted Service; (iv) ensuring that no modifications, changes or alterations to the Hosted Services are made by Customer or anyone acting on its behalf who is not expressly authorized to do so by CommBox.
Compliance; Prevention of Unauthorized Access. During the Term, and, to the extent applicable, thereafter, Customer will remain solely responsible to ensure: (i) its and its Users’ compliance with this Agreement; (ii) the accuracy, quality and legality of any Customer Personal Data, Customer Data and the means by which Customer has acquired any Customer Data; (iii) that no unauthorized third party gains access to or use of the Software, Hosted Services and Customer Data, and shall notify CommBox promptly of any such unauthorized access or use; (iv) that the use the Software and Hosted Service shall be only in accordance with its Documentation, Data Protection Laws and applicable laws and government regulations and in compliance with CommBox’s terms of service, as published from time to time on CommBox’s website(s), or other CommBox standards as communicated to customers from time to time or published by CommBox on its website.
Customer Data. Customer represents, warrants and covenants that it is the owner or authorized licensee of Customer Data and has the right to grant the rights set forth herein. Customer hereby grants to Licensor a nonexclusive, worldwide, royalty-free, fully-paid, transferable license to host, cache, record, copy, view, and display Customer Data for the purpose of providing Licensor’s Services including: (a) internal use by Licensor and its affiliates; (b) any purpose related to the billing, activation, provision, maintenance, upgrades, updates, deactivation and/or use of the Service and/or related products and/or services; (c) any purposes permitted by any applicable law Customer represents, warrants and covenant that: (a) it is the owner or authorized licensee of Customer Data and has the right to grant the rights set forth herein; (b) it has obtained all consents necessary under applicable law to disclose Customer Data to Licensor; and (c) it will not publish, post, upload, record, or otherwise distribute or transmit any data or other material that: (i) infringes or would infringe any copyright, patent, trademark, trade secret or other proprietary right of any party, or any rights of publicity or privacy of any party; (ii) violates any law, statute, ordinance, or regulation; (iii) is inappropriate, profane, defamatory, libelous, obscene, indecent, threatening, harassing, or otherwise unlawful; (iv) is harmful to minors or otherwise pornographic; (v) contains any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, Personal Information, or property of another; (vi) is materially false, misleading, or inaccurate; and/or (vii) contains information for which Licensee does not have the right to permit Licensor to collect and process any Customer Data if required, and as permissible under applicable data protection laws and regulations and in accordance with Licensor’s guidelines and policies.
Cloud Hosting. The Hosted Service shall be hosted at a data center designated by the Customer. Customer acknowledges and understands that any attempt by Customer or its designee to migrate the Hosted Service-related data from such data center to another data center without CommBox’s explicit written consent constitutes a material breach of this Agreement.
Marks and Use of CommBox Name. This Agreement does not grant the Customer any rights to CommBox’s trademarks logos, trade names or service marks (“Marks”). The Customer will not remove or modify any Software and Services Marks or notice of CommBox’s proprietary rights within the Software, Service and/or Documentation.

6. Payment of Fees
Subscription Fees. Customer shall pay the Subscription Fees due for the licensed Services in accordance with the agreed upon payment terms specified in the Order.
Payment Terms. All undisputed fees as set forth in an Order will be paid within 30 days from the invoice date, unless other payment terms are set forth and mutually agreed in an Order. All fees are non-cancelable and nonrefundable, except as expressly specified in Section 10.4 and 13.1 hereunder. Except as otherwise specified herein or in an Order, (i) fees are based on Services purchased and on actual usage as specified in the Order, and (ii) quantities purchased cannot be decreased during the relevant Subscription Term. Prior to the execution of an Order, if CommBox determines, or is informed by a governmental authority, that any form of applicable tax liability attaches to, should be collected by, or is levied against Customer, Licensor shall notify Customer and such taxes shall be set forth on an invoice to Customer. Customer shall pay all undisputed fees in U.S. Dollars or in such other currency as agreed to in writing by the parties in any Order.
Late Fees. All undisputed amounts invoiced hereunder are due and payable as specified hereinabove and in the Order Form. Invoices unpaid within 30 days after the applicable due date, for which Customer received written notification of past due status and that are not the subject of a written good faith dispute, are subject to a late interest charge of 1% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all reasonable expenses of collection.
Suspension of Service. If any amount owed by Customer under this Agreement or any other agreement or Exhibit pertaining to the Hosted Services is overdue, CommBox may, at its absolute discretion, without limiting any of CommBox’s other rights and remedies, suspend immediately: (i) all Services; (ii) its performance under this Agreement; and (iii) any Cloud Provider services related thereto, with respect to Customer or its Users until such amounts are paid in full. If Customer fails to cure the non-payment within 7 days from receiving written notice from CommBox, CommBox may terminate this Agreement and all Services, in full.
Taxes and Charges. All amounts payable by the Customer are exclusive of any taxes, fees, duties, shipping, or other charges, however designated, now or hereafter levied. Customer will be responsible for all taxes (other than CommBox’s income taxes), fees, duties, shipping or other such charges with respect to this Agreement.
Fee Changes. CommBox may from time to time either increase or decrease the Fee(s) for all or any portion of the Services purchased under this Agreement on a subscription basis. Any such adjustment shall become effective at the expiration of the current Subscription Term upon the subsequent renewal term of such Subscription. Customer will pay the applicable Fees if it chooses to renew the contract Term. If Customer does not wish to pay the adjusted fees, Customer may elect to terminate the Service at the expiration of the current Term by notifying CommBox in writing in accordance with section 14 below prior to the renewal of such Subscription.
Duty to Inform. CommBox may invoice Customer electronically or by paper invoice. CUSTOMER MUST NOTIFY COMMBOX IN WRITING WITHIN SIXTY (60) DAYS AFTER RECEIPT, OF ANY BILLING ERRORS ON ITS INVOICE. If Customer does not notify CommBox within this time, CommBox will not be required to correct the error and/or make adjustments to Customer’s account and Customer hereby waives any claim, allegation or contention with respect to such invoice.
No Set-off or Counterclaim. Monetary obligations of Customer shall be made in full without set off or counterclaim and free and clear of any deductions, withholdings, taxes or other charges whatsoever and shall be paid in immediately available, freely transferable and cleared funds by wire transfer to an account designated by CommBox.

7. Support and Maintenance
Subject to Customer compliance with this Agreement and any Order terms, Customer shall be entitled to standard support with its basic Subscription Services, as part of the Subscription Fees paid. Customer may purchase additional level of support beyond standard support for an additional charge as more fully set forth in an Order.

8. Professional Services
Unless agreed in writing otherwise, the provided Software and Hosted Services do not include any installation, integration, customization, or other supplementary services (“Professional Services”).
If Customer desires to receive any Professional Services, such Professional Services may be ordered by the Customer individually under any applicable Order Form and applicable Statement of Work at a cost per CommBox’s price list.

9. Proprietary Rights
Ownership Rights of Licensor. Customer acknowledges and agrees that Licensor and its affiliates, suppliers and licensors exclusively own and will retain all right, title and interest in and to the Services and the underlying Software incorporated in the Services, and in any and all other software, algorithms, Documentation, platforms, services, documentation and other technology developed, supplied or made available by Licensor and including any updates, upgrades, enhancements, improvements, modifications and derivatives to or of any of the foregoing including all intellectual property rights embodied therein or related thereto. All suggestions, enhancements requests, feedback, recommendations or other input provided by Customer or any other party relating to the Services or Software shall be exclusively owned by Licensor. Customer acknowledges and agrees that it shall have no rights with respect to any of the foregoing other than the rights expressly set forth in this Agreement. Customer shall not copy the Software and/or its Documentation or any other written materials accompanying the Software. The Software, Service and Documentation and all intellectual property rights in and to the Software, Service and Documentation are and shall at all times remain the sole and exclusive property of Licensor and are protected by applicable intellectual property laws and treaties and by international copyright law. Licensor expressly reserves all rights in the Software and the Service not specifically granted to Customer, and Customer fully acknowledges that the Service is licensed on a subscription basis and not “sold” to Customer. Any rights not expressly granted herein are reserved by Licensor.
Ownership of Customer Data. Customer represents, warrants and covenants that it is the owner of the Customer Data and has the right to grant the rights set forth herein. Customer hereby grants to CommBox a nonexclusive, worldwide, royalty-free, fully-paid, transferable license to host, cache, record, copy, view, and display Customer Data solely for the purpose of providing CommBox’s Hosted Services. Except as set forth in this Agreement, as between CommBox and Customer, Customer retains all right, title, and interest in and to Customer Data. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use Customer Data, and Customer agrees that CommBox reserves the right to refuse to post or to remove any information or materials, in whole or in part, that CommBox believes in good faith to be unacceptable, undesirable, or in violation of this Agreement. CommBox reserves the right to refuse to post or to remove any information or materials, in whole or in part, that CommBox believes in good faith to be unacceptable, undesirable, or in violation of this Agreement. Customer Data shall be deemed to be Customer and/or its Affiliates Confidential Information pursuant to Section 15 below.
Usage Data. Licensor may collect and use anonymized and aggregated technical information gathered in its performance hereunder (“Usage Data”) for Licensor’s business purposes related to the functionality of the Services, improving the Services, developing and making available other products and services, and sharing such data with Licensor’s Affiliates and business partners. For the avoidance of doubt, Usage Data will not include any personally identifiable data of Customer or its Users.

10. Limited Warranties
Mutual Warranties. Each party hereto warrants that it: (i) is a validly existing organization or corporation and in good standing under the laws of the State of its formation; (ii) has the power and authority to execute, deliver and perform the obligations set forth in this Agreement; and (iii) complies with all applicable laws in its performance hereunder.
Customer Warranties. Customer warrants that (i) it has all legal rights to all Customer Data , including the right to provide the Licensor access to the Customer Data in accordance with the terms of this Agreement and to upload the Customer Data to the Hosted Services; (ii) it is solely responsible for the development, content, operation, maintenance, and use of Customer Data ; (iii) the Customer Data will not violate any applicable law and infringe any rights, including any privacy rights or proprietary rights, of any third parties;; (iv) it will ensure that the Customer Data available within the Hosted Services will not include Sensitive Data and shall inform its personnel not to disclose Sensitive Data (as such term is defined in applicable Data Protection Laws) through its use of the Hosted Services, unless the Parties have executed an applicable data protection agreement as required by law.

CommBox Limited Warranty. CommBox warrants to Customer that the Software and the Hosted Service will be free from defects in material and workmanship, and that the Software and Service shall substantially operate in accordance with its user manual, as it exists at the date of delivery, during the paid and valid Subscription Period.

Exclusive Remedies. For any breach of the warranties in Section ‎‎10.3 (Limited Warranty), the Customer’s exclusive remedy, and CommBox’s entire and sole liability under this Agreement and any Order, shall be to repair or replace the Software or Service that does not meet this limited warranty; provided that (i) Customer has fully paid all applicable and due Fees, (ii) Customer is not in breach of this Agreement, and (iii) Customer, promptly upon discovery, has reported in writing to CommBox of the claimed failure. If CommBox cannot repair, workaround, or replace any critical or high error (Severity 1 and Severity 2) found in the Software or Service, within thirty (30) days of receiving such notice, Customer shall be entitled to terminate this Agreement and may receive refund on a pro-rata basis the Subscription Fee paid for the actual period that the Customer was unable to use the Hosted Service due to the warranties’ breach. CommBox may deny any obligation or liability under this Section 10 (Warranty; Disclaimers) if the Software has been improperly installed or used in a manner other than as specified in the Documentation; or (iii) if the Customer violated the restrictions set forth under Section ‎3 (Grant of License; Restrictions on Use) hereto. Unless otherwise prior agreed between the Parties, the warranty shall also not apply if the Hosted Service is used on unauthorized Cloud Service or not in compliance with the Software’s intended use.

Disclaimer of other Warranties. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN SECTION 10.3 ABOVE, TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. COMMBOX DOES NOT WARRANT THAT THE SOFTWARE AND ANY SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THEIR OPERATION OR USE WILL BE UNINTERRUPTED, BUG FREE OR ERROR FREE. COMMBOX DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT COMMBOX SHALL NOT BE RESPONSIBLE FOR ANY INTERRUPTION, DEFECTS OR SECURITY VULNERABILITIES WHICH ARE CAUSED BY ANY THIRD PARTY HOSTING FACILITY AND WILL MAKE COMMERCIALLY REASONABLY EFFORTS TO SUPPORT AND REMEDY SUCH INTERRUPTION. FURTHERMORE, COMMBOX DOES NOT WARRANT THAT THE SOFTWARE AND/OR THE SERVICE WILL RUN UNINTERRUPTED, OR THAT ALL SOFTWARE OR SERVICE ERRORS CAN OR WILL BE CORRECTED, OR THAT THE SERVICE WILL OPERATE IN HARDWARE AND SOFTWARE COMBINATIONS OTHER THAN AS EXPRESSLY REQUIRED BY COMMBOX IN THE DOCUMENTATION OR THAT SERVICE WILL MEET REQUIREMENTS SPECIFIED BY CUSTOMER. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT ANY OBLIGATIONS OF COMMBOX WITH RESPECT TO THE WARRANTY SET FORTH IN SECTION 10.3 SHALL BE CONTINGENT UPON: (I) CUSTOMER’S ADHERENCE TO GUIDELINES PROVIDED BY COMMBOX AS WELL AS BY THE CLOUD PROVIDER, WHERE RELEVANT; (II) CUSTOMER’S CONTINUED USE OF THE HOSTED SERVICES IN AN APPROPRIATE WORKING ENVIRONMENT AS DESCRIBED IN THE DOCUMENTATION; (III) CUSTOMER’S ADHERENCE TO OTHER TECHNOLOGY-USAGE GUIDELINES SET FORTH IN THE DOCUMENTATION OR COMMUNICATED BY COMMBOX TO CUSTOMER FROM TIME TO TIME. FOR THE AVOIDANCE OF DOUBT, IN THE EVENT CUSTOMER OR ANY AUTHORIZED USER USES THE SERVICE AND/OR THE SOFTWARE IN A NON-CONFORMING WORKING ENVIRONMENT, COMMBOX SHALL HAVE NO LIABLITY WHATSOEVER TO THE FUNCTIONALITY OF THE SOFTWARE AND THE SERVICE NOR SHALL THE SOFTWARE AND THE SERVICE BE COVERED BY ANY WARRANTY.

CUSTOMER FURTHER UNDERSTANDS AND ACKNOWLEDGES THAT ANY WARRANTY RELATED TO THE SERVICE SHALL BE AUTOMATICALLY EXCLUDED IN THE EVENT THAT COMMBOX DETERMINES THAT THE CLAIM AROSE PURSUANT TO AN EVENT INVOLVING: (A) CUSTOMER’S IMPROPER SITE PREPARATION OR SITE OR ENVIRONMENTAL CONDITIONS THAT DO NOT CONFORM TO THE DOCUMENTATION; (B) DEFECTS, ACTS, OMISSIONS OR MALFUNCTIONS OF THE CLOUD PROVIDER; (C) CUSTOMER’S NON-COMPLIANCE WITH SERVICE REQUIREMENTS PROVIDED BY COMMBOX; (D) CUSTOMER’S IMPROPER OR INADEQUATE MAINTENANCE OR BACK-; (E) DAMAGE CAUSED BY CUSTOMER’S OR A THIRD-PARTY’S MEDIA, SOFTWARE, INTERFACING, SUPPLIES, NETWORK, EQUIPMENT OR OTHER PRODUCTS; (F) MODIFICATIONS THAT HAVE NOT BEEN PERFORMED OR AUTHORIZED IN WRITING BY COMMBOX; (G) VIRUSES, INFECTIONS, WORMS OR SIMILAR FORMS OF MALICIOUS CODE NOT INTRODUCED BY COMMBOX; OR (H) ABUSE, NEGLIGENCE, ACCIDENT, LOSS OR DAMAGE IN TRANSIT, FIRE OR WATER DAMAGE, ELECTRICAL DISTURBANCES, TRANSPORTATION BY CUSTOMER, OR OTHER CAUSES BEYOND COMMBOX’S CONTROL.

11. Limitation of Liability
EXCEPT FOR FRAUD, OR BREACH OF CONFIDENTIALITY AND NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, COMMBOX AND ITS SUPPLIERS AND/OR LICENSORS SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE SUBSCRIPTION FEES PAID TO IT BY CUSTOMER FOR THE HOSTED SERVICE LICENSED HEREUNDER DURING THE SIX (6) MONTH PERIOD PRIOR TO THE CAUSE OF ACTION, OR (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; (III) FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES HOWSOEVER ARISING; OR (IV) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA. NOTWITHSTANDING THE ABOVE, COMPANY’S MAXIMUM AGGREGATE LIABILITY FOR ANY DAMAGES ARISING PURSUANT TO A DATA PROTECTION CLAIM AS DESCRIBED IN SECTION 12 SHALL BE TWICE THE AMOUNT SET FORTH IN THIS SECTION 11. All claims must be brought within one (1) year of initial use of the Hosted Service, regardless of their nature.

12. Data Protection
Each Party: (i) to the best of its knowledge, has complied and shall continue to comply in all material respects with its published privacy policies, internal privacy policies and guidelines; (ii) shall take all necessary efforts to ensure its compliance with Data Protection Laws relating to data privacy, data protection and data security, including with respect to the collection, storage, transmission, transfer (including cross-border transfers), disclosure and use of Customer Data.
Customer represents and warrants that to the best of its knowledge: (i) no Customer Data or Personal Data provided under this Agreement for Processing (whether by Company, its Affiliates, or the Cloud Provider) will violate any Law, proprietary right, or privacy right; and (ii) it has obtained and will maintain all required consents and licenses, and will maintain all ongoing legal bases under relevant Data Protection Laws (if applicable), necessary to provide, make available, and otherwise expose Customer Data or other personal data to Company, its Affiliates, and the Cloud Provider.


Unless otherwise specifically agreed in writing or contrary to applicable Data Protection Laws, Customer Data and other Personal Data processed by Company related to the Software or related Hosted Services may be hosted and processed by Company and its respective Cloud Providers and othe

r third party service providers in Israel, EU, the United States, or other locations around the world subject to applicable Data Protection Laws.
The Software and Hosted Services are not intended to, and will not, operate as a data storage or archiving product or service, and Customer agrees not to rely on the Software for the storage of any Customer Data whatsoever. Customer is solely responsible and liable for the maintenance and backup of all Customer Data.


For all Personal Data Processed by Company under this Agreement, Company shall: (i) act only on Customer’s written instructions; (ii) not process Personal Data for any purpose other than provision of the Hosted Services; and (iii) notify Customer promptly if it receives a legally binding request for disclosure of Customer Personal Data by a law enforcement or regulator authority unless otherwise prohibited and notify the Customer promptly if it is of the opinion that an instruction from Customer violates applicable Data Protection Laws, unless it is legally prohibited from notifying Customer by such applicable Data Protection Laws. In this case, Company shall be entitled to refrain from the Processing of such Personal Data. In addition, Company shall not be obligated to Process any Personal Data that it believes to be within a special category that requires a heightened level of security (e.g. special category data under the GDPR).

Company will implement reasonable and appropriate measures, to secure any of Customer Data against accidental or unlawful loss, access or disclosure, in accordance with Company’s security standards. Company may modify its security standards from time to time, provided that such changes will not derogate from the overall level of security currently applicable to Customer’s Data and in accordance with applicable Data Protection Laws. Company shall without undue delay notify Customer in writing of any Personal Data Breach, but in any event within the designated time frames established by Applicable Data Protection Laws. Company will provide all reasonable assistance to Customer regarding any Personal Data Breach. Company will also provide all reasonable assistance to Customer in relation to its obligations to notify regulators and affected Data Subjects, only upon receiving instructions from the Customer, unless otherwise required by Data Protection Laws. Company shall also provide Customer with the scope of information (to the extent known) required to be provided under applicable Data Protection Laws (including breach notification laws) governing the Personal Data Breach.

To the extent required by applicable Data Protection Laws, Company shall have in place appropriate measures to assist Customer in complying with its obligations to respond to requests for exercising Data Subject rights under the such Data Protection Laws. As required, Company shall notify Customer of any request made by a Data Subject to exercise any Data Subject right under applicable Data Protection Laws (“Data Subject Request“) and shall cooperate with Company to execute its obligations under such Data Protection Laws in relation to such Data Subject Requests. Company shall also provide reasonable assistance to Customer in complying with any obligations under the Data Protection Laws, including obligations to investigate, remediate and provide information to regulators or Data Subjects about Personal Data Breaches without undue delay, to carry out data privacy impact assessments (if required by applicable Data Protection Laws) and to consult with regulators regarding processing which is the subject of a data privacy impact assessment. To the extent Customer becomes aware of any Personal Data Breach or receives a Data Subject Request, it must immediately notify Company (not more than within 24 hours) of such occurrence in writing by contacting: [email protected]

Customer hereby generally consents to allow Company or any of its third party service providers like AWS to subcontract the Processing of Customer’s Personal Data, so long as Company ensures that it has a written contract in place with the relevant subcontractor which meets the requirements of Data Protection Laws and which imposes on the subcontractor substantially similar obligations in respect of Processing of Customer’s Personal Data as are imposed on Company under this Agreement.

13. Indemnity
Infringement Indemnity by CommBox. CommBox shall defend, indemnify, and hold You harmless from and against any claims, losses, costs, direct damages, fees or expenses (including reasonable legal fees and expenses) (collectively, “Losses”) actually incurred and finally awarded, to the extent directly resulting from any claims, actions, suits or proceedings brought by a third party alleging that the Services infringe Intellectual Property Rights of such third party. In such case, CommBox will pay the amount of a final judgment or settlement agreed for such Loss awarded against Customer. As a condition to the defense set forth above, Customer shall (i) give CommBox prompt notice of any such claim made against it, (ii) grant CommBox sole control of the defense and settlement of any such claim; and (iii) provide CommBox with all reasonable information and assistance, at CommBox expense. If the Services become or in CommBox opinion are likely to become the subject of an infringement claim, CommBox may, at its option and expense, either (a) procure for You the right to continue using the Services, (b) replace or modify the Services so that they become non-infringing, or (c) terminate the license for the infringing Services and grant You a pro rata refund credit thereon as depreciated on a monthly basis and reflecting the remaining unused Subscription Term. The foregoing obligations do not apply with respect to Services (i) not provided by CommBox; (ii) made in whole or in part in accordance to Customer’s specifications or instructions; (iii) that are modified or altered by anyone other than CommBox; (iv) combined with other products, processes or materials where the alleged infringement relates to such combination; (v) where You continue allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Your use of the Services is not strictly in accordance with the terms of this Agreement or with the associated documentation. THE FOREGOING PROVISIONS STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF COMMBOX WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE SOFTWARE OR SERVICES AND IS IN LIEU OF ANY WARRANTIES OF NONINFRINGEMENT.


Customer Indemnity. You shall defend, indemnify and hold harmless CommBox and its Affiliates from and against any and all Losses to the extend resulting from any claims, actions, suits or proceedings brought by a third party arising from (i) Your unauthorized use of the Software or Services, (ii) Your violation of any applicable law or third party rights, including, without limitation, any intellectual property rights in connection with Your use of the Services; (ii) Your violation of this Agreement and (iv) any claims or Losses relating or arising from the Customer Data.

14. TERM AND TERMINATION
Term. The term of this Agreement shall commence on the Effective Date and continue until all outstanding subscription periods under Order Forms for the Service expire or are terminated in accordance with Section 14.2. Expiration or termination of one Order Form shall not affect any other Order Form, unless the Agreement as a whole is terminated under Section 14.2.
Termination.


Subscription Renewals. The Agreement shall commence as of the date set forth in the first Order and, unless earlier terminated as set forth below, shall remain in effect through the end of the Subscription Term specified within any current Order. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods with an increase of 3% of the license fees, the renewal term shall be equal to the expiring Subscription Term or one year, the longer to apply, unless either party gives the other notice of non-renewal at least 60 days before the end of the relevant Subscription Term. All sections of the Agreement which by their nature should survive termination will survive, including without limitation, accrued rights to payment, and indemnity obligations, confidentiality obligations, warranty disclaimers, term and termination, limitations of liability and governing law.


Termination for Breach. In the event of a material breach by either party (“Material Breach”), the non-breaching party shall have the right to terminate the applicable Order and/or this Agreement for cause if such breach has not been cured within 30 days of written notice from the non-breaching party specifying the breach in detail providing that the breach was not cured during such written notice period. If Licensor terminates an Order for Customer’s Material Breach, all fees set forth on such Order are immediately due and payable. If Customer terminates an Order and/or the Agreement due to Licensor’s uncured, material breach, Customer shall be entitled to a refund of unused, prepaid Subscription Fees paid by Customer for Services related to the Order giving rise to Licensor’s Material Breach through the remainder of the applicable Subscription Term.


Additional Termination Rights. In addition to the above, either Party shall be in default hereof if it becomes insolvent, makes an assignment for the benefit of its creditors, a receiver is appointed or a petition in Bankruptcy is filed with respect to the Party or enters into voluntary or involuntary liquidation proceedings (each a “Proceeding”) and is not dismissed within thirty (30) days. In such case the other Party may terminate this Agreement forthwith with a 14 days’ written notice sent to the counter party due to such Proceeding
Survival. Termination shall have no effect on the Parties’ rights relating to their respective IP Rights, Confidentiality obligations, rights or obligations under Limitation of Liability and any other right which may not be limited by applicable law.


Consequences of Termination. Upon termination or upon earlier conclusion of the Term, Customer shall immediately cease all use of all Service, Software and Documentation and return or (upon CommBox’s request) destroy all copies of all Software and Documentation and all portions thereof and so certify in writing to CommBox and immediately pay all amounts due to CommBox hereunder.


No Obligation to Return Customer Data. Following cessation of the Hosted Service or termination of the Agreement, whichever occurs first, CommBox shall have no obligation to maintain or provide any of Customer Data and shall thereafter, have the right to either: (i) destroy all Customer Data in CommBox’s systems or otherwise in CommBox’ possession or under CommBox’s control; or (ii) charge additional fees to Customer pertaining to the maintenance of such data.

15. Confidentiality
Confidential Information. Either party may from time to time during the Term of this Agreement disclose (the “Disclosing Party”) to the other party (the “Receiving Party”) certain information regarding the Disclosing Party’s business, including but not limited to such party’s products and services, technical, marketing, financial, pricing information, and other confidential or proprietary information (“Confidential Information”). With regard to CommBox Confidential Information shall include without limitation all information pertaining to its Software, Services and Documentation, and with regard to Customer, Customer Data. Confidential Information shall also include the terms of this Agreement. Regardless of whether so marked or identified, any information that may be reasonably understood, under the circumstances to be considered confidential or proprietary, including but not limited to the terms and conditions of this Agreement, will be considered Confidential Information of the Disclosing Party.


Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees of the Receiving Party who need to know such Confidential Information for the purpose of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.


Exceptions. The Receiving Party’s obligations under this Section shall not apply to if such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information as evidenced in Receiving Party’s written records. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is required by law or by the order or a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

16. General
Use of Customer’s name. The Company may identify Customer as a customer when referring to lists of customers. Company may use Customer’s name and logo on any of Company’s website and marketing brochures and other materials. Neither Party may disclose the terms of this Agreement to any third party, except as required by law. Neither Party may publish or issue any press release, unless both Parties have agreed and approved such press release mutually in advance and in writing.


Assignment. Customer may not assign, sublicense, delegate or otherwise transfer (“Assignment”) all or any part of this Agreement without the prior written consent from CommBox. Any attempted Assignment without consent will be null and void. Where an authorized Assignment occurs in accordance with this Section, Customer rights under this Agreement will terminate, and Customer will immediately deliver the Software and all copies to the assignee. The assignee must agree in writing to the Terms of this Agreement, and the transferee thereafter will be considered “Customer” for purposes of this Agreement.


Export Controls. Customer shall be obligated to adhere to all applicable laws pertaining to export control including, without limitation, any laws applicable within the United States, the European Union or Israel. To the extent Customer exports, re-exports, or imports Software, Service or related technology, or technical data licensed or provided hereunder, Customer assumes sole responsibility for complying with any applicable laws and regulations and for obtaining required export and import authorizations. CommBox may suspend performance if Customer is in violation of any applicable laws or regulations.


Governing Law and Jurisdiction. This Agreement’s validity, interpretation, and performance shall be controlled and interpreted under the laws of the State of Israel (without regard to any conflicts of law principles). The Parties hereby consent to the competent courts’ exclusive jurisdiction in Tel-Aviv, Israel to settle any dispute or claim arising from or in connection with this Agreement or its subject matter. The Parties specifically exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement.
Entire Agreement. Subject to the other terms and conditions of this Agreement, this Agreement is the entire agreement between CommBox and Customer regarding Customer’s use, deployment or access to the Software or Services provided under this Agreement and Customer’s use, access or deployment thereof, and supersedes and replaces any previous communications, representations, or agreements, or Customer’s additional or inconsistent terms, whether oral or written. In the event any provision of this Agreement is held invalid or unenforceable the remainder of the Agreement will remain enforceable and unaffected thereby.


Modifications. Customer agrees that CommBox may revise this Agreement at any time. In the event CommBox revises this Agreement, CommBox will publish a notice containing a link to the revised terms or upload them to its public website. You agree that Your continued use of the Hosted Service after such revisions have been made will constitute your acceptance of such revised terms.
No Waiver. CommBox’s failure to exercise or delay in exercising any of its rights under this Agreement will not constitute or be deemed a waiver or forfeiture of those rights.


Force Majeure. Any delay in or failure of performance by a party of its obligations under this Agreement (except for payment obligations) will not be considered a breach of this Agreement and will be excused to the extent such delay or failure of performance is caused by any occurrence beyond the reasonable control of such party, which occurrences may include, but are not limited to, acts of God, terrorist attacks, blackouts, war, riot or labor strikes.
Injunctive Relief. 

Each party acknowledges that a breach by the other party of Sections 9 (IP Ownership) and 15 (Confidentiality) of this Agreement would cause the non-breaching party irreparable harm, for which the award of damages would not be adequate compensation. Consequently, the non-breaching party may institute an action to enjoin the breaching party from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and either party may obtain an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching party may be entitled at law or in equity.
Relationship. The parties expressly agree that they are independent contractors and do not intend for this Agreement to be interpreted as an agency, joint venture or partnership relationship between the parties. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party.


Privacy Policy. Customer acknowledges and agrees that the use of CommBox Software and Services may be subject to the processing of information pursuant to CommBox Privacy Policy, as available at [commboxstage.wpenginepowered.com/privacy-policy/], and which is incorporated herein by reference.


Feedback. Customer may provide CommBox feedback or suggestions regarding the Software or Services. CommBox will be free to use such feedback and suggestions without any restriction or obligation.
Electronic Signature. This Agreement may also be entered into in digital form through an electronic signature.

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