Software as a Service Agreement

This agreement (the “Agreement”) constitutes a binding contract between you ("Customer") and Core Eight Ltd. (“Company”, "we", "us", "our"), whose registered address is at 13 Tsalmon st, Hod Hasharon, Israel 4523905. WHEREAS, Company develops and offers a software-as-a-service cloud-based solution for data integration and automation of workflows across business applications, in order to assist finance and revenue teams to make informed decisions (the “Service); and
WHEREAS, Customer is interested in using the Service for Customer's internal organizational purposes. NOW THEREFORE, in consideration of the mutual covenants hereinafter, by Customer subscribing to our Service, the Parties agree as follows:

1. Definitions
   1. “Authorized Users” means those Customer's employees, consultants and others that Customer designates and authorizes to use and deal with the Service.
   2. "Customer Data" means any data derived automatically from Customer's integrated systems and any data the Customer manually uploads to the Service or modifies through the Service, whether it concerns Individuals or otherwise.
   3. “Feedback” means information or content concerning enhancements, changes, or additions to the Service, that are requested, desired or suggested by the Customer or its Authorized Users.
   4. "Individuals" means the individuals who are clients or employees of the Customer, whose personal data may be processed through the Service.
   5. “Legal Responsibilities” means: (a) in the case of Company, provision of its Service and handling of Personal Data in compliance with applicable laws and the provisions herein; and (b) in the case of Customer, use of the Service, the Output Data and the Personal Data (whether by itself or through its Authorized Users) for Customer’s purposes, any decision-making based on the Output Data, and all consequences resulting therefrom, in compliance with applicable laws and the provisions herein. Without derogating from the foregoing, to the extent necessary or required under the laws applicable to the Customer, the Customer shall be solely responsible for obtaining End Users' consent to processing of their Personal data, as stipulated in Section ‎7.2 below.
   6. “Output Data” means any data the Service generates based on the Customer Data, including (without limitation) insights and reports, automated invoice contents and payment reminders.
   7. "Service Data” means meta-data and analytics about how the Customer uses the Service, the performance of the Service when used by the Customer, the Service’s compatibility and interoperability, and the analysis of the Customer Data.
   8. “Term” means the period of this Agreement as specified in Section ‎8 below.
2. Access to and Use of the Service
   1. Subject to the provisions of this Agreement, Company grants Customer and its Authorized Users a limited, worldwide, non-sublicensable license to access and use the Service , throughout the Term, strictly for the Customer’s internal business operations, pursuant to this Agreement.
   2. Customer and its Authorized Users are responsible for maintaining the confidentiality of their Service login credentials.
   3. Customer must ensure that Authorized Users fully comply with this Agreement. Customer shall be liable to Company for all acts or omissions of those that use and deal with the Service on its behalf.
   4. Customer covenants that Customer and its Authorized Users will use the Service only in compliance with all applicable laws and regulations, this Agreement and any reasonable use policies or instructions issued by Company.
   5. During the Term, Company will provide Customer with technical support for the Service, as described in the agreed Service Levels Agreement.
   6. Without derogating from the foregoing, Company reserves the right (but is not obligated) to offer Customer a discounted Service or a free trial period, in the terms and conditions determined by Company in its sole discretion. Company may, at any time and in its sole discretion, decide to cease such discounted Service or free trial period, subject to prior notice to Customer.
3. Restrictions.
   1. Customer and its Authorized Users shall not, and shall not allow others to:
      1. Sublicense, transfer or assign the Service or any part thereof to any third party, with or without consideration;
      2. knowingly interfere with, burden or disrupt the Service’s functionality;
      3. work around any technical limitations of the Service, or use any tool to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Service;
      4. breach the security of the Service, identify, probe or scan any security vulnerabilities in the Service other than such activities performed in mutual agreement with Company;
      5. knowingly send any virus, worm, Trojan horse or other malicious or harmful code or attachment;
      6. use robots, crawlers and similar applications to scrape, harvest, collect or compile content from or through the Service.
      7. Decompile, disassemble, reverse engineer, or otherwise attempt to identify the underlying source code of the Service, unless these activities are your guaranteed and non-waivable rights under applicable law, in which case you shall first notify Company of the steps you wish to take; or
      8. Access and use the Service in order to develop or create a product or service competing with the Service.
   2. Company may, but is under no obligation to, monitor Customer’s use of the Service to verify it complies with this Agreement. Company may suspend the provision of the Service to the Customer, or temporarily or permanently block Customer's account or access to the Service, if Company, in its sole discretion, reasonably believes that the Customer is in violation of the foregoing in a manner detrimental to Company or to the proper operation of the Service.
4. Fees
   1. In consideration for the Service, Customer will pay Company (or another third-party, if so agreed by the parties in writing) a periodic subscription fee according to its chosen subscription plan, as specified in the Service's onboarding process or in the pricing proposal or statement of work provided by Company to Customer (if provided). Unless expressly stated otherwise, all fees are quoted in USD and are payable to Company by any payment methods the Company makes available from time to time, based on Customer's chosen subscription plan.
   2. All Customer’s payment obligations to Company are non-cancelable and paid fees are non-refundable. Customer is responsible for paying all fees applicable to its subscription to the Service, whether or not it actively used, accessed or otherwise benefited from the Service.
   3. Failure to settle any overdue fee within twenty-one (21) calendar days of its original due date will constitute a material breach of this Agreement and, without limiting any remedies available to Company, Company may, following written notice to the Customer (notice by any electronic means sufficient): (i) terminate this Agreement and cease providing the Service to Customer; or (ii) suspend performance of or access to the Service, until payment is made current. Overdue fees shall bear interest at the rate of six percent (6%) per annum. Customer will reimburse Company for legal costs and attorney fees that Company incurs in the course of collecting Customer’s overdue fees.
   4. Fees are exclusive of any sales tax, VAT, withholding tax or other governmental charges or transaction charges. Where applicable, Company will provide the Customer its tax certificates and Customer shall withhold taxes from payments due as per such certificates.
   5. Payment may be processed and handled through third-party payment processors and may therefore be subject to the terms and conditions of the applicable third-party payment processor in addition to the terms herein. Customer acknowledges that such third-party payment processors may charge commission, which will be added to the Service fees. Company is not responsible for such commission. Fees that Company is unable to charge on behalf of the third-party will be deemed an overdue fee.
5. Intellectual Property
   1. The Service is a proprietary offering of the Company, protected under copyright laws and international copyright treaties, patent law, trade secret law, and other intellectual property rights of general applicability. The Service is offered to Customer for use and access only in accordance with the terms of this Agreement and is not sold or licensed in any other way.
   2. Except for Customer’s limited access to use the Service during the Term, this Agreement does not grant or assign to Customer any other license, right, title, or interest in or to the Service, or the intellectual property rights associated with them. All rights, title, and interest, including copyrights, patents, trademarks, trade names, trade secrets, and other intellectual property rights, and any goodwill associated therewith, in and to the Service and Service Data (but not the Customer Data and Output Data), including computer code, graphic design, layout, and the user interfaces of the Service, whether or not based on or resulting from Feedback, are and will remain at all times owned by or licensed to Company.
   3. Customer owns all rights, title, and interest in and to the Customer Data and the Output Data. Customer grants Company and its third-party service providers a worldwide, irrevocable license to use the Customer Data and Output Data strictly for the purposes stipulated in Section 7.1 below.
   4. Customer may provide Company with Feedback, including information pertaining to bugs, errors, and malfunctions of the Service, performance of the Service, content and accuracy of the Service, the Service’s compatibility and interoperability, and information or content concerning enhancements, changes, or additions to the Service that Customer requests, desires, or suggests. Customer hereby assigns, without charge, all right, title, and interest in and to the Feedback to Company, including the right to make commercial use thereof, for any purpose Company deems appropriate.
   5. Unless Customer notifies Company otherwise in writing, and notwithstanding anything to the contrary herein, Company may identify Customer as the Company's client and a user of the Service, including on Company's website and in other online or offline marketing materials. Customer grants Company a worldwide, non-exclusive, non-transferable, royalty-free, and free of charge license, to use Customer's name, logo, and website URL solely for the purpose of identifying Customer as a Company's client as described herein.
6. Confidentiality
   1. “Confidential Information” shall mean any and all information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) regarding past, present, or future marketing and business plans, customer lists, lists of prospective customers, technical, financial, or other proprietary or confidential information of the Disclosing Party, formulae, concepts, discoveries, data, designs, ideas, inventions, methods, models, research plans, procedures, designs, formulations, processes, specifications and techniques, prototypes, samples, analyses, computer programs and software, trade secrets, data, methodologies, techniques, non-published patent applications, and any other data or information, as well as improvements and know-how related thereto. Customer Data and Output Data are Customer’s Confidential Information. Service Data is Company's Confidential Information.
   2. Each Party herein must hold any Confidential Information in confidence using the same degree of care, but in no case less than a reasonable degree of care, that it uses to prevent the unauthorized dissemination or publication of its own confidential information. Receiving Party may use this Confidential Information only for the purpose of performing its obligations under this Agreement.
   3. The obligations set forth in this section shall not apply to information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on Receiving Party's part; (ii) Receiving Party can demonstrate in its prior established records to have had rightfully in Receiving Party's possession prior to disclosure of the same by the Disclosing Party; (iii) Receiving Party can demonstrate by written records that it had rightfully obtained the same from a third party who has the right to transfer or disclose it, without default or breach of confidentiality obligations; (iv) Disclosing Party has provided its prior written approval for disclosure; or (v) Receiving Party is required to disclose pursuant to a binding order or request by court or other governmental authority, or a binding provision of applicable law, provided that, to the extent permissible, Receiving Party provide the Disclosing Party notice of the requested disclosure as soon as practicable, to allow the Disclosing Party, if it so chooses, to seek an appropriate protective or preventive order.
   4. Without derogating from Section 5.5 above, neither party shall, without the approval of the other party, make or have any press release or other public announcement concerning the Agreement and its contents.
7. Customer Data
   1. Customer authorizes and instructs Company to process Customer Data for the purpose and extent necessary for any of the following:
      1. The generation of Output Data and the provision of the Service to Customer; and
      2. Directly contacting Customer's clients with respect to business and financial matters concerning the Customer's engagement with its clients (including, but not limited to payments owed to Customer, business opportunities, subscription renewals, etc.), as part of the provision of the Service and under Customer's instructions.
   2. Customer acknowledges that the Output Data and any actions or tasks the Service allows Customer to take or execute ("Workflows") are generated based solely on the Customer Data. Customer shall bear sole liability for the quality, integrity, and accuracy of the Customer Data. Customer further acknowledges that Company does not examine the Customer Data's accuracy, completeness, or reliability prior to generating the Output Data or executing Workflows at Customer's request, and shall have no plea or claim in relation to the accuracy or completeness of the Output Data.
   3. By providing Customer Data to Company through the Service (either automatically or manually), Customer warrants that it has obtained all rights and consents necessary to provide the Customer Data.
   4. Personal Data: Company may be required to process the Personal Data (as such term is defined in any applicable data protection laws) of Individuals in the course of providing its Service for the purposes described above. If Company is so required:
      1. The parties warrant to abide by applicable privacy and data protection laws and regulations in order to allow Company to lawfully process Individuals' Personal Data – all, in accordance with the Company's Data Processing Addendum.
      2. Customer bears the sole and exclusive liability for obtaining the Individuals' informed and express consent to processing of their Personal Data for the purposes herein.
8. Term and Termination
   1. This Agreement will be in effect from the date of purchasing the subscription to the Service and until the end of that subscription plan (unless renewed by Customer), or until terminated by either Party in accordance with this section 8 (the “Term”).
   2. Each party may terminate this Agreement:
      1. Immediately, if the other party has materially breached this Agreement and failed to remedy the material breach within 15 days of receiving notice thereof; or
      2. If the other party becomes or is declared insolvent or bankrupt, is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which proceedings are not dismissed within sixty (60) days of their commencement, makes an assignment for the benefit of creditors, or takes or is subject to any such other comparable action in any relevant jurisdiction.
   3. Following termination of this Agreement:
      1. Customer shall cease use of the Service and Company shall terminate Customer's and Authorized Users' accounts on and access to the Service;
      2. Each party shall delete and destroy all copies of the other party’s Confidential Information and shall certify such deletion in writing. Notwithstanding the foregoing, a party may retain one archived and safeguarded copy of the other party’s Confidential Information if it is required to do so under applicable law or to establish or defend legal claims relating to this Agreement; and
      3. Company will bill the Customer for all then-outstanding Service fees (if any).
   4. Sections ‎5-‎7 and ‎9-11 of this Agreement will survive termination or expiration of this Agreement.
9. Disclaimer of Warranty and Limitation of Liability
   1. Company will provide the Service in a manner that substantially conforms to the features, abilities, and functions specified in the Service’s documentation provided to the Customer by Company. In addition, Company will endeavor to have the Service operate properly. However, as a service that relies on software, infrastructure, servers, third-party networks, and continuous internet connectivity outside the control of the Company, Company cannot guarantee that the Service will operate in an uninterrupted or error-free manner, or that it will always be available, free from errors, omissions or malfunctions. If Company becomes aware of any failure or malfunction, it shall attempt to regain the Service’s availability as soon as practicable.
   2. The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control. Company shall provide advance notice by e-mail of any scheduled Service disruption.
   3. EXCEPT AS EXPRESSLY SET FORTH ABOVE, COMPANY DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE AND THE OUTPUT DATA, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, CONTINUOUS UNINTERRUPTED USE, NON-INFRINGEMENT, AND TITLE.
   4. EACH PARTY SHALL BE LIABLE FOR COMPLYING WITH ITS LEGAL RESPONSIBILITIES.
   5. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT IN THE EVENT OF WILLFUL MISCONDUCT, FRAUD, DEATH OR PERSONAL INJURY, BREACH OF CONFIDENTIALITY OBLIGATIONS, THE CUSTOMER’S PAYMENT OBLIGATIONS PURSUANT TO SECTION 4, INFRINGEMENT OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS BY THE OTHER PARTY, DAMAGES AND INDEMNITIES ARISING FROM A PARTY’S FAILURE TO COMPLY WITH ITS LEGAL RESPONSIBILITIES, OR ANY OTHER LOSSES WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY. THE TOTAL AND AGGREGATE LIABILITY OF A PARTY SHALL BE LIMITED TO THE FEES PAYABLE TO COMPANY FOR THE SERVICE IN THE PRECEDING 12 MONTHS PRIOR TO THE EVENT PURPORTEDLY GIVING RISE TO THE CLAIM OCCURRED, EXCEPT IN THE EVENTS ABOVE.
10. Indemnity
    1. Either Party ("Indemnifying Party") shall defend and fully indemnify the other Party ("Indemnified Party") and its respective directors, officers, employees, consultants, successors, and assigns from and against any claim by a third party alleging that the Indemnifying Party has breached its Legal Responsibilities or any part thereof.
    2. The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim for which it seeks indemnification hereunder; provided that the failure to provide such notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent of any material prejudice directly resulting from such failure. The Indemnifying Party shall bear full responsibility for, and shall have the right to solely control, the defense (including any settlements) of any such claim; provided, however, that (a) the Indemnifying Party shall keep the Indemnified Party informed of, and consult with the Indemnified Party in connection with the progress of such litigation or settlement and (b) the Indemnifying Party shall not have any right, without the Indemnified Party’s written consent (which consent shall not be unreasonably withheld), to settle any such claim in a manner that does not unconditionally release the Indemnified Party. At the Indemnifying Party’s request, the Indemnified Party will provide reasonable cooperation with respect to any defense or settlement.
11. Governing Law and Dispute Resolution
    1. This Agreement and Customer’s use of the Service will be exclusively governed by and construed in accordance with the laws of the State of Israel. Subject to Section ‎11.2 below, any dispute relating to this Agreement or the Service shall be under the sole jurisdiction and venue of the competent courts located in the Tel Aviv-Jaffa district in Israel.
    2. Notwithstanding the foregoing, a party may lodge a claim against the other party: (a) in relation to indemnity, in any court adjudicating a third-party claim against the other party; and (b) for interim, emergency or injunctive relief, in any other court having general jurisdiction over the other party.
12. Miscellaneous
    1. Assignment. Except as set forth below, neither party shall assign this Agreement without obtaining the other’s prior written consent, and any purported assignment without both parties’ prior written consent is void. Either party may assign this Agreement in its entirety, including all rights, duties, liabilities, performances and obligations herein, upon notice to the other party and without obtaining the other party’s further specific consent, to a third-party upon a merger, acquisition, change of control or the sale of all or substantially all of the assigning party’s equity or assets. By virtue of such assignment, the assignee fully assumes the assignor’s stead.
    2. Relationship of the Parties. The relationship between the Parties hereto is strictly that of independent contractors, and neither Party is an agent, partner, joint venturer or employee of the other.
    3. Complete Terms and Severability. This Agreement and the Data Processing Addendum constitute the entire and complete agreement between the Parties concerning the subject matter herein and supersede all prior oral or written statements, understandings, negotiations and representations with respect to the subject matter herein. If any provision of this Agreement is held invalid or unenforceable, that provision shall be construed in a manner consistent with the applicable law to reflect, as nearly as possible, the original intentions of the Parties, and the remaining provisions will remain in full force and effect. This Agreement may be modified or amended only in writing, signed by the duly authorized representatives of both Parties.
    4. No Waiver. Neither Party will, by mere lapse of time, without giving express notice thereof, be deemed to have waived any breach, by the other Party, of any terms or provisions of this Agreement. The waiver, by either Party, of any such breach, will not be construed as a waiver of subsequent breaches or as a continuing waiver of such breach.

Last updated: October 30, 2024