SIMPLECHAT MASTER SUBSCRIPTION AGREEMENT

Last updated: November 2019

 

This Master Subscription Agreement, which is available at https://app.SimpleChat365.com/terms-of-service(“Agreement”) is entered into between Elad Software Systems Ltd. (“Elad”), an Israeli corporation registration number 510929177, having its principal place of business at 18 Raul Walenberg Street, Tel-Aviv, Israel 6971915 and the legal entity which subscribes and uses the SimpleChat Service (“Subscriber”).

The purchase of the Service and any access and/or use of the Service is subject to this Agreement. Therefore, prior to the first download of the Service from Microsoft AppSource, Subscriber is required to accept this Agreement by clicking a box indicating acceptance or by signing this Agreement and sending a signed copy of the Agreement to Elad in one of the ways specified in Section ‎15 below. By accessing and/or using and/or otherwise exploiting the Service, Subscriber agree to be bound by this Agreement.

By signing this Agreement, on behalf of Subscriber, Subscriber hereby represent and warrant that Subscriber have the right and authority to bind the Subscriber to this Agreement.  

 

1. DEFINITIONS

The terms below shall have the meanings ascribed to them below:

• "Microsoft AppSource Store" means the Microsoft virtual AppSource store where the Service can be downloaded.
• "Availability" means the ability of Subscriber or Subscriber User to access and use the Service.
• "Subscriber Users" means the Subscriber Users (or data subjects) who connect and/or otherwise interact with the Subscriber through one (or more) of the Subscriber's communication channels (such as the Subscriber’s website, Subscriber's social channels (such as Facebook, SMS/Text Messaging, etc.) in order to receive certain Subscriber's services.
• “Force Majeure Event” means circumstances beyond Elad reasonable control, including, for example, an act of God, flood, fire, earthquake, natural disaster, civil unrest, acts of terror, acts of war, riots, military or national emergencies, government restrictions, strikes or other labor problems, electrical disturbances, lack of power supplies, Internet or communication service provider failure or delay, virus or hacker attacks or denial of service attack.
• "Purchase Order" means an order form for the purchase of the Service, by issuing a Purchase Order or by approving a Statement of Work proposal for the Service, as the case may be. Each Purchase Order shall be accompanied by a user guide (available at: https://app.SimpleChat365.com/)and shall serve as an integral part of the Agreement.
• “Service” means an omnichannel Software as a Service solution, based on Elad's proprietary Microsoft Dynamics 365 add-in known as "SimpleChat", which extends the power of Microsoft Dynamics 365 for live agents/representatives, call centers, and enables multiple channels to communicate between an entity (such as the Subscriber) and its Subscriber Users.
• “Subscriber Data” means any data, text, messages, information, documents or other materials provided or submitted by to the Subscriber, to or in connection with the Service (if and to the extent provided), including User's Information.
• “Subscription Term” means the period during which Subscriber will be using the Service (as set forth in the Purchase Order and/or Statement of Work).
• "Third Party Services" means third party products, applications, services, software, products, networks, systems, directories, websites, databases, and information which the Service links to, or which Subscriber may connect to or enable in conjunction with the Software; and/or which may be integrated directly into the Service.

Capitalized terms in this Agreement which are not defined shall have the meaning ascribed to them in the Privacy Policy (available at: https://app.SimpleChat365.com/privacy-policy).

2. GENERAL TERMS OF USE FOR THE SERVICE
   • Terms of Use.
     • In accordance with and subject to the terms and conditions of this Agreement (including any Purchase Orders and/or Statement of Work), and the full payment of the applicable Service Subscription Fee, Elad hereby grants Subscriber a revocable, limited, non-exclusive, non-transferable, and non-assignable right, solely for Subscriber’s internal use (and not for resale, further distribution, or for providing outsourcing or service bureau services), to access and use the Service during the Subscription Term. The Service will be provided in the latest available version in the effective date of the Purchase Order.
     • Subscriber will be required to download the Service from the Microsoft AppSource Store, by using the Microsoft Dynamics 365 account that the Service will be associated. In the scope of the subscription granted by Elad, Subscriber’s right to use the Service will be limited to the maximum number of interactions with Subscriber Users, as will be determined in the Purchase Order.
     • Subscriber agree that the Subscription of the Service is not contingent upon delivery of any future functionality or features, nor is it dependent upon any oral or written public comments made by Elad or Elad representatives or Elad resellers regarding future functionality or features.
     • Elad does not claim ownership of Subscriber Data, and only serves as a Processor with respect to such Subscriber Data. However, by using the Service (including when you interact with your Subscriber Users and when Subscriber Users provide Information through Subscriber’s communication channels with Subscriber Users), Subscriber hereby warrants that Subscriber have the lawful rights to grant Elad an irrevocable, royalty-free, non-exclusive, unlimited license and specific informed consent to Process the Information, use it, share it with, and transfer it to third parties in accordance with the terms of the Service Privacy Policy, available at: https://app.SimpleChat365.com/privacy-policy
   • Subscription L
     • Neither Subscriber, nor will Subscriber allow any third party, to (a) access or attempt to access any Elad systems, programs or data that are not available for public use; (b) directly or indirectly, Subscribe, Sub-subscribe, Sub-license, sell, resell, transfer, assign, distribute, rent, lend, disclose, or otherwise commercially exploit or make available the Service to any third party in any manner, and any attempt to do so is null and void; (c) alter or otherwise modify the Service or make derivative works based on the Service; (d) copy, reproduce, republish, upload, post, transmit or distribute in any way any material from the Service; (e) fix or attempt to fix the Service, or work around any technical limitations in the Service, or crawl, decompile, disassemble or otherwise reverse engineer or make any attempt to ascertain, derive or obtain the source code of the Service; (f) create Internet “links” to the Service or “frame” or “mirror” the Service on any other server or wireless or Internet-based device; (g) access, store, distribute or transmit any viruses, or any material during the course of its use of the Service that is unlawful, obscene or causes damage or injury to any person or property; (h) remove or otherwise alter any of Elad's trademarks, logos, copyrights, or other proprietary notices or indicia, if any; (i) use Elad's name, logo, or trademarks without Elad's prior written consent; and/or (j) use the Service to take any action that (A) infringes or might infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (B) violates any applicable law, statute, ordinance or regulation (including those regarding export control); (C) is defamatory, trade libelous, threatening, harassing, or obscene; or (D) constitutes unauthorized entry to any machine accessible via the network.
     • Any right not explicitly granted to Subscriber under this Agreement (including any Purchase Orders) is reserved. Elad shall be entitled to monitor Subscriber's compliance with this Agreement (including any Purchase Orders).
   • Change or Modification of Service. During the Subscription Term, Elad may update this Agreement from time to time, change, or modify the Service (including without limitation due to regulation requirements, technological needs, industry practices etc.) ("Change"). Elad will provide Subscriber with a written notice per Section 15 of this Agreement, prior to any Change (including the implication of such Change to the functionality of the Service, the Subscription Fee or otherwise, if any). The Change will enter into force following completion of the then current calendar month, and once incorporated in the Service - will form an integral part of the Service. To the extent Subscriber does not accept such Change, Customer will be entitled, as a sole and exclusive remedy to: (a) terminate the Subscription following completion of the then current calendar month; (b) receive a pro-rata refund of the Subscription Fee paid by Subscriber (to the extent paid in advance) for the Subscription that was not used by Subscriber following such termination notice, provided that such Subscription Fees were paid for a period which exceeds the termination date of the Agreement.
   • Trial Subscription. If Subscriber is granted with a free (for no cost) Trial Subscription, under this Agreement. Subscriber agrees that notwithstanding anything else to the contrary under this Agreement (including any Purchase Orders): (i) the Service is provided "as is", with no warranties or representations; and (ii) Elad may cease providing the Service at any time at its sole discretion.
3. FEES AND TAXES.
   • Subscriber shall pay to Elad the fees for the use of the Service in the amounts and payment terms as detailed in the Purchase Order. Except as specifically detailed in Sections ‎3 and/or ‎8.2, Subscription Fees are not refundable. Subscriber shall have no right to withhold or reduce Subscription Fees under this Agreement (including any Purchase Orders) or set off any amount against amounts owed for alleged defects in the Service or any other demand or claim against Elad.
   • Any breach of Subscriber's payment obligations, which is not cured within fifteen (15) business days upon the receipt of a written notice, will be deemed a material breach of this Agreement and shall entitle Elad to stop the provision of the Service and terminate the Agreement at its sole discretion, without derogating from any other remedy Elad is entitled to under the Agreement or applicable law.
   • All Subscription Fees for the Service (as set forth in the Purchase Orders) are exclusive of any applicable sales, use, and other taxes or duties, however designated, including without limitation, privilege, excise, value-added and property taxes except however withholding taxes (“Taxes”). Accordingly, Subscriber will be solely responsible for payment of any Taxes, except those Taxes based on the income of Elad. Except as required by applicable law, Subscriber will not withhold any Taxes from any amounts due to Elad.

 

4. PROPRIETARY RIGHTS AND SUBSCRIPTIONS.
   • Reservation of Rights. The ownership and all rights, title, and interest in and to the Service, including without limitations: (i) all related intellectual property rights, including any and all patents, copyrights, trade secrets, inventions or know-how (whether patentable or not and whether registered or not), (ii) any of Elad's logos, trade dress, designs or trademarks, service marks, (iii) all modifications, updates, developments, customizations and enhancements to the Service , and (iv) any other documents or materials that Elad provides to Subscriber under or in connection with this Agreement – are and shall remain the exclusive property of Elad. Subscriber hereby expressly and irrevocably waives any such rights, and only granted with the limited right to use the Service as expressly set forth herein for the Subscription Term.
   • License by Subscriber to Use Feedback. Subscriber hereby grants Elad a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, transferable, non-exclusive license to use, copy, modify, distribute and incorporate into the Service any suggestion, enhancement request, recommendation, correction or other feedback provided by Subscriber ("Suggestions") relating to the operation of the Service ("Suggestions").Elad may utilize the information concerning the Subscriber’s use of the Service to improve Elad’s products and services. Elad will solely own Software, products, and services developed by or for Elad from such Suggestions.
   • Use of Subscriber Company Name and Logo. Subscriber agree to enable Elad to use the Subscriber Company Name, logo, and reference that Subscriber are a Subscriber of the Service for purposes of marketing of the Service.
   • The provisions of this Section ‎4 shall survive termination or expiration of the Agreement, for any reason.

 

5. SUBSCRIBER RESPONSIBILITIES.

Without derogating from any other Subscriber's obligations and responsibilities under this Agreement, Subscriber shall be responsible for the following:

• Subscriber shall be responsible for all activity occurring under its Subscription to the Service and shall abide by all applicable laws and regulations in connection with Subscriber's use of the Service or the output thereof, including those related to data privacy, international communications and the transmission of technical or personal data. Subscriber shall be responsible for ensuring that its Users comply with the provisions of this Agreement.
• Subscriber shall be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Elad’s data centers, and all problems, conditions, delays, delivery failures and for all other loss or damage arising from or relating to the Subscriber's network connections or telecommunications links or caused by the Internet, and not by any fault of Elad.
• Subscriber is solely responsible for adequate protection and for maintaining appropriate security on its systems and equipment used in connection with the Service (including, without limitation, the security of the communication channels with its Users).
• Subscriber shall be responsible for the acts and omissions of its Users as if they were the acts and omissions of Subscriber.
• There is no direct legal or other relationship between Elad and the Users, and nothing in this Agreement shall impose any obligation whatsoever on Elad, with respect to the Users. In the event of any claim and/or demand brought against Elad due to and/or in connection with the Service by any third party (including without limitation the Users), Subscriber will indemnify Elad, its affiliates and their respective employees, directors and officers from and against any liability, loss, cost or expense incurred by any of them, arising from such claim and/or demand.

 

6. SUBSCRIBER'S WARRANTIES AND REPRESENTATIONS

By using the Service, Subscriber hereby warrant and represent as follows:

• Subscriber has duly notified Subscriber Users about the provisions herein, and obtained all the required consents and approvals from them, as duly required under Applicable Law: (a) a User is not obligated by law to provide any Personal Data, and any provision of it is based on its free will; (b) Personal Data provided by each User is accurate and complete; (c) any Information provided by a User when it interacts with Subscriber via the Subscriber's communication channels and/or otherwise collected by Elad in the scope of the Service will be used by Elad and/or by third party service providers which are working on Elad’s behalf, all - for the purposes set forth in the Service Privacy Policy.
• Subscriber is the Controller of the User's Personal Data; such Personal Data is lawfully obtained by Subscriber in compliance with the Applicable Law; Subscriber have a lawful basis for Processing such Personal Data (including, without limitations, any Process activity executed by Elad or third party's acting on its behalf), and if such lawful basis is Consent – such Consent was dully obtained according to the requirements under the Applicable Law.
• Subscriber hereby acknowledges and is aware that Elad does not check the validity of Subscriber’s use of the Service. Any use of the Service in association with Subscriberr Company Name will be considered as a legitimate use of the Service by Subscriber, for all intents and purposes, including (without limitation) for billing purposes.

 

7. THIRD-PARTY SERVICES
   • If Subscriber decides to enable, access or use Third Party Services, be advised that Subscriber access and use of such Third Party Services are governed solely by the terms and conditions of such Third Party Services, as may be amended from time to time, and Elad does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Third Party Services, including, without limitation, their content or the manner in which they handle data (including Subscriber Data and Personal Date) or any interaction between Subscriber and the provider of such Third Party Services. Subscriber may be required to register for or log into such Third-Party Services on their respective websites or applications. Subscriber hereby warrant that Subscriber have read and accepted and are in compliance with Subscriber obligations under the applicable terms of use related to all applicable Third-Party Services.
   • Subscriber irrevocably waives any claim or demand against Elad and/or anyone on its behalf with respect to such Third-Party Services. Elad is not, and shall not be, liable for any damage or loss caused or alleged to be caused by or in connection with Subscriber enablement, access or use of any such Third Party Services, or Subscriber reliance on the privacy practices, data security processes or other policies of such Third Party Services specifications. By enabling any Third-Party Services, Subscriber are expressly permitting Elad to disclose Subscriber Data as necessary to facilitate the use or enablement of such Third-Party Services.
   • In addition to the foregoing, by connecting the WhatsApp Business Solution via the Service, Subscriber will be in compliance with the Smooch Technologies Inc. terms of service (available at: smooch.io/terms), as may be amended from time to time, and the WhatsApp Business Solution Terms (available at: https://www.whatsapp.com/legal/business-solution-terms/), as may be amended from time to time, at all times when accessing and using the WhatsApp Business Solution via the Service. Subscriber shall be solely responsible towards Elad and any Third Party for usage of the Service and/or the Third Party Services by Subscriber clients and/or any individual or other entity who communicates with Subscriber through the Service and/or the Third Party Services and their compliant with this Agreement and such Third Party terms of service.

 

8. DISCLAIMER AND LIMITED WARRANTY FOR THE SERVICE.
   • During the Subscription Term, subject to Subscriber's normal use of the Service according to the terms herein (including any Purchase Orders), the target Availability of the Software is9% per year.
   • In case of an Availability issue, Subscriber can open a Support Ticket at: support@SimpleChat365.com. Elad shall make reasonable commercial efforts to address each Support Ticket within 48 hours of its submission. To the extent Elad is unable to correct the Service Availability using commercially reasonable efforts in order to reach such target Availability, Subscriber’s sole and exclusive remedy shall be to stop using the Service and terminate the subscription by notifying Elad in writing. In such event - Elad will provide Subscriber with a pro-rata refund of the Subscription Fees paid by Subscriber (to the extent paid in advance) for the Service that was not used by Subscriber following such termination notice.
   • The Service performance warranty, the Service Availability and the Service Level Agreement (SLA) detailed in section ‎2, above, shall not apply to the extent any Service performance and Service Availability problem is due to: (i) planned downtime; (ii) interruption of the Service in order to protect the integrity of the Service, inter alia, due to security issues, virus attacks, spam issues or other unforeseen circumstances; and (iii) a Force Majeure Event; (iv) circumstances attributable to Subscriber (including any actions or inactions of Subscriber in violation of this Agreement) and/or Subscriber's systems, equipment, and/or Subscriber’s third party service providers (including Microsoft) and/or Third Party Services; (v) failure of the external Internet bandwidth or connection, beyond Elad's network, electrical or Internet access disruptions; (vi) attacks (i.e., hacks, denial of service attacks, malicious introduction of viruses, and disabling devices) caused by third parties; (vii) any use of the Service not in accordance with this Agreement (including the Purchase Orders).
   • For the avoidance of doubt, it is hereby clarified that Elad disclaims any and all liability or responsibility for any combination and/or connectivity of the Service to any of Subscriber's software, hardware, communication component or any other product or service ("Subscriber's Equipment") which results the failure or any other damage to such Subscriber's Equipment, and Subscriber shall bear any and all responsibility for any such damages.
   • EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION ‎‎7 ABOVE, THE SERVICE IS PROVIDED ON AN "AS-IS", AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, CONDITIONS OR REPRESENTATIONS, OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES IMPLIED IN LAW WHICH THE LAW PERMITS TO BE DISCLAIMED, AND EXPRESSLY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RELIABILITY, SUITABILITY, AVAILABILITY, QUALITY, COMPLETENESS OF THE SERVICE, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. WITHOUT DEROGATING FROM THE FOREGOING, ELAD DOES NOT REPRESENT OR WARRANT THAT: (A) THE USE OF THE SERVICE WILL BE TIMELY, UNINTERUPTED, ERROR-FREE OR OPERATE IN COMBINATION WITH OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SERVICE WILL MEET SUBSCRIBER REQUIREMENTS OR EXPECTATIONS; (C) THE SERVICE IS COMPLETELY SECURE OR IS FREE FROM BUGS, INTERRUPTIONS, OR ERRORS. SUBSCRIBER ASSUME SOLE RESPONSIBILITY AND LIABILITY AND ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE SERVICE. ELAD DOES NOT WARRANT.

 

9. LIMITATION OF LIABILITY.
   • NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT (INCLUDING ANY PURCHASE ORDERS) OR APPLICABLE LAW, EXCEPT FOR BODILY INJURY, IN NO EVENT SHALL ELAD, ITS AFFILIATES AND/OR ITS VENDORS, DISTRIBUTORS AND SUBCONTRACTORS, THEIR RESPECTIVE EMPLOYEES, OFFICERS AND DIRECTORS AND/OR ANYONE ACTING ON THEIR BEHALF (COLLECTIVELY, “ELAD INDEMNITIES”), (I) BE LIABLE TO SUBSCRIBER, ITS AFFILIATES, AGENTS, ANYONE ACTING ON THEIR BEHALF, USERS OR ANY OTHER THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DOWNTIME COSTS, LOSS OF INCOME, PROFITS, REVENUE, BUSINESS, REPUTATION OR BUSINESS INTERRUPTION, LOSS OF GOODWILL, LOSS OF DATA AND/OR RESTORATION OF DATA OR COST OF SUBSTITUTE SERVICE, OR OTHER ECONOMIC LOSS ARISING OUT OF THIS AGREEMENT OR ARISING OUT OF THE SERVICE; (II) ELAD'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY PURCHASE ORDERS OR ARISING OUT OF THE SERVICE, SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID TO ELAD BY SUBSCRIBER IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENTS THAT GAVE RISE TO SUCH LIABILITY. THE FOREGOING LIMITATION OF LIABILITIES WILL APPLY REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. 
   • Subscriber understands and agrees that, to the extent permitted by applicable law, the foregoing exclusions and limitations of liability represent Subscriber's agreement as to allocation of risk between Subscriber and Elad in connection with Elad's obligations under this Agreement. The Subscription Fees payable to Elad as set forth in the Purchase Order reflect, and are set in reliance upon, this allocation of risk and the exclusions and limitations of liability set forth in this Agreement.

 

10. INDEMNIFICATION.
    • Subscriber shall defend and hold Elad Indemnities harmless from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorney's fees) arising out of or in connection with: (i) a breach or alleged breach of Elad's intellectual property rights (including any intellectual property right incorporated in the Service); (ii) any kind of claim, suit or action brought against Elad by any User; (iii) Subscriber's violation of any data protection laws and regulations (including, without limitations, Subscriber's warranties under section ‎6 above), or (iv) any other breach of this Agreement. Elad shall provide Subscriber with a written notice of any such claim and allow Subscriber to handle the defense and/or settlement of such claim (provided that Subscriber makes no admission or compromise relating to any claim).
    • Subject to a conclusive ruling of a competent court, Elad shall defend and hold Subscriber harmless from and against any claim brought by a third party against Subscriber that alleges that the Service or the use of it in accordance with this Agreement infringes third party's intellectual property(an “Infringement Claim”). As a condition for Elad’s indemnity obligations, Subscriber shall (a) promptly give written notice of the Infringement Claim to Elad; (b) give Elad sole control of the defense and settlement of the Infringement Claim; and (c) provide Elad with all reasonable assistance as required by Elad. Elad shall not compromise with such Infringement Claim without Subscriber's approval.
    • Elad will, at its sole option and expense alternatively: (i) obtain a license to allow for continued use of the Service under the terms of this Agreement; (ii) replace or modify the relevant part of the Service to be non-infringing without material decrease in functionality; or (iii) if the foregoing options are not commercially reasonable according to Elad's sole discretion, terminate the Subscription for the infringing part of the Service (to the extent applicable) and provide Subscriber with a pro-rata refund for the Subscription Fees paid for such infringing part of the Service.
    • Notwithstanding the foregoing, Elad shall have no liability for any Infringement Claim to the extent the Infringement Claim is based on (i) the use of the Service in conjunction, operation or combination with any other product, software, service, or device not furnished by Elad; if such Infringement Claim would have been avoided by the use of the Service without such product, service or device; (ii) Subscriber’s use of the Service other than in accordance with this Agreement; (iii) a modification or alteration to the Service not provided or performed by Elad; (iv) Subscriber Data or; (v) any act or omission of the Company and/or the Subscriber; or (v) use of an infringing Service after Elad has provided a non-infringing alternative or terminated the Subscription for it.
    • The provisions of this section ‎10 set forth Elad’s sole and exclusive liability and obligations, and Subscriber’s sole and exclusive remedies, with respect to infringement or misappropriation of third party intellectual property rights of any kind.

 

11. CONFIDENTIALITY
    • Subscriber acknowledges that the Service is commercially valuable and proprietary to Elad. Subscriber, its employees, and/or anyone acting on its behalf, will hold the Confidential Information in confidence and shall not, directly or indirectly, copy, disclose or otherwise transfer any of the Confidential Information (whether in written, oral, electronic or other form), which is obtained from Elad or otherwise prepared or discovered in the performance of this Agreement.
    • As used herein, the term “Confidential Information” means all information or data, in any form or media, concerning or related to (without limitations) Elad and/or the Service, trade secrets, processes, products, software, technology, data or general business operations, that a reasonable person or entity would understand it to be confidential or proprietary given the nature of the information and the circumstances of disclosure. Confidential Information shall not include: (i) information which is in the public domain at the time of disclosure, through no fault of the Subscriber; (ii) information which is required to be disclosed by law or by regulatory authority.
    • Subscriber will take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the Confidential Information from disclosure to a third party. Subscriber shall not use or disclose the Confidential Information to any third party, except as expressly permitted under this Agreement or pursuant to applicable law. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of Elad.

 

12. PRIVACY.

For the provision of the Service, Elad may collect and/or otherwise receive Personal Data regarding Subscriber's Client. Details about the Information Elad collect and/or otherwise receive about Subscriber's Client, and the way Elad use it is governed by the Service Privacy Policy, is available at: https://app.SimpleChat365.com/privacy-policy.

 

13. TERM AND TERMINATION.
    • This Agreement shall be effective as of the Subscriber's approval of the Purchase Order and payment of the Subscription Fees and will terminate upon termination of the Subscription Term.
    • Either party may terminate this Agreement (i) in the event of a material breach by the other party of the provisions herein, to the extent such breach was not cured within 30 days from the offended party's written notice, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In addition, Elad may terminate this Agreement, forthwith, with immediate effect, in the event of a breach of any of provisions ‎2, ‎3-‎6, ‎8.5, ‎9, ‎10.1, and ‎11 of this Agreement by Subscriber.
    • Effects of Termination. Upon termination or expiration of the Agreement at any time and for any reason: (i) all rights granted to Subscriber herein shall immediately terminate and expire; (ii) Deletion of Information procedure is detailed in the Service Privacy Policy. Upon termination or expiry of this Agreement at any time and for any reason, Subscriber will: (i) cease any usage of the Service; and (ii) return to Elad all copies of Elad's Confidential Information under Subscription's possession, and deliver to Elad written certification that Subscriber has complied with the termination obligations included herein.

 

14. SURVIVAL.

The provisions of this Agreement which expressly or by their nature are required to survive termination of this Agreement shall survive the expiration or termination of this Agreement for whatever reason.

 

15. NOTICES.

Elad may give notice by means of an electronic mail to the e-mail address on record in Elad’s account information or by first-class mail to the address of record in Elad’s account information. Such notice shall be deemed given six (6) hours after sending by electronic mail, or seventy-two (72) hours after sending by first class mail.  Except as provided herein, Subscriber may give notice to Elad by e-mail or delivery by nationally recognized overnight delivery service or first-class mail to Elad. Such notice shall be deemed given when received by Elad.

Elad's Contact Details:

E-mail: support@SimpleChat365.com;

Address: 18 Raul Walenberg St., Tel-Aviv, Israel 6971915.

 

16. CHANGES TO THE AGREEMENT.

Elad reserves the right to modify the terms and conditions of this Agreement and its policies relating to the Service at any time, at its sole discretion, by providing notice in advance of the effective date of such changes ("Amendment Date"). Such notice shall be sent to Subscribers to the e-mail address Subscriber provided. Continuing to use the Service and failing to terminate the Subscription no later than the Amendment Date constitutes acceptance of the revised terms and conditions of the Agreement. This Agreement may not be modified or amended by Subscriber, except to the extent such amendment was authorized and approved in writing by Elad.

 

17. GENERAL.
    • The Agreement (together with the Purchase Orders) and all matters arising out of or relating to the Agreement shall be governed exclusively by the laws of the State of Israel, without regard to its conflict of law provisions. Any legal action or proceeding relating to the Agreement shall be brought exclusively in the competent courts of Tel Aviv-Jaffa, Israel and the parties hereby irrevocably agree to submit to the exclusive jurisdiction of such courts.
    • The waiver of any default or breach of the Agreement shall not constitute a waiver of any other or subsequent default or breach. 
    • In the event any provision of the Agreement is held to be invalid, illegal or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement shall remain in full force and effect, but such provision shall be deemed modified to the extent necessary to render such term or provision enforceable, preserving to the fullest extent permissible the intent and agreements of the parties herein set forth.
    • The Agreement is intended for the sole and exclusive benefit of the parties thereto (and Elad’s suppliers) and is not intended to the benefit of any third party on Subscriber’s behalf. 
    • The Agreement, together with the Purchase Orders constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning such subject matter. In the event of any conflict or inconsistency between the Agreement and the Purchase Order, the Purchase Orders shall prevail. 
    • The headings in the Agreement are for convenience of reference only and have no legal effect. 
    • Subscriber may not assign or transfer the Agreement, in whole or in part, without Elad’s prior written consent. Elad may, without Subscriber’s consent, assign this Agreement, provided that any such successor agrees to fulfill Elad’s obligations pursuant to this Agreement. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.