This SERVICE AGREEMENT (this “Agreement”), dated 25 May, 2016, (the “Effective Date”), is by and between Connecteam Inc., a Delaware company (“Connecteam” or “us”, “we”) and the entity whose details appear in Exhibit A hereto (“Customer”). BACKGROUND: Connecteam enables businesses to create a dedicated communication and training application for employees (such employees, to the extent they open personal accounts on the Connecteam platform, shall be referred to as “Users”) and use its proprietary platform (the“Platform”) to manage and keep track of the Users’ compliance with Customer’s standards (the“Service”). This Agreement governs Customer’s access and use of the Service and Platform and the use of the Service by the Users.
1. Service and Platform Use
Subject to the terms and conditions hereof, Connecteam shall allow Customer to access and use the Service and the Platform, on a non-exclusive basis, during the Term, and allow Users to use the features of the Service that are dedicated for the Customer’s employees and independent contractors. Customer shall use the Service only in connection with its own business, and shall not use the Service to provide similar services to any third party.
2. Restrictions
Except as set forth expressly herein, Customer shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of, the Service and/or the Platform; (b) modify the Service and/or the Platform, or insert any code or product, or manipulate the Service and/or the Platform or their presentation in any way; or (c) circumvent any security or access control measures of the Service and/or the Platform. To the extent any of the restrictions set forth in this Section 2 are not enforceable under applicable law, Customer shall inform Connecteam in writing in each instance prior to engaging in the activities set forth above.
3. Customer Content
Customer may provide certain content and/or material for display toUsers via the Service (“Customer Content”). Customer represents and warrants that Customer Content does not: (a) infringe the intellectual property, publicity or moral rights of any third party, or (b) contain any illegal, obscene, defamatory, libelous or otherwise offensive material. Customer shall have all right, title and interest in the Customer Content, provided that Customer grants Connecteam a non-exclusive license to use such Customer Content for the purpose of providing the Service. Connecteam may remove Customer Content to the extent Connecteam believes that any Customer Content does not comply with the warranties set forth herein.
4. Intellectual Property
As between the parties, Connecteam shall have all right, title and interest in the Service, the Platform, and all software that provides the Service and the Platform. Connecteam does not request feedback regarding the Service. Not withstanding the foregoing, if Customer provides Connecteam with any feedback regarding the Service and/or the Platform, Connecteam and its affiliates may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback. Nothing in this Agreement shall be interpreted to provide Customer any rights in the Service and/or the Platform except the limited right to receive the Service and access the Platform, subject to the terms and conditions
5. Payment
Customer shall make payment to Connecteam pursuant to the terms and conditions of Exhibit A. Amounts are due and payable as set forth on Exhibit A, within 14 days of receipt of an invoice for payment from Connecteam. Customer must add applicable taxes (includingVAT) and other government charges to such amounts as required by law. All amounts payable hereunder are exclusive of all applicable taxes and government charges, and Customer shall make payment to Connecteam without deduction for and free and clear of any such amounts. Late payments shall bear interest at the rate of 18% per annum.
6. Confidentiality
Either party (the “Disclosing Party”) may disclose to the other party (the“Receiving Party”) certain confidential information regarding the technology and business of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to keep confidential and not disclose or use any Confidential Information except for purposes of providing or receiving the Service or in furtherance of the relationship of the parties hereunder. Confidential Information shall not include information that (a) was already lawfully known to or independently developed by the Receiving Party without access to or use of Confidential Information, as shown by contemporary documentary evidence, (b) was received by the Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required from the Receiving Party to be disclosed by law, provided that the Receiving Party provides the Disclosing Party with prompt notice of such requirement and cooperates in order to minimize such requirement. The Receiving Party shall restrict disclosure of Confidential Information of the Disclosing Party to those of its employees and independent contractors with a reasonable need to know such information for the purposes of this Agreement and which are bound by written non-disclosure and non-use obligations no less restrictive than those set out herein.
7. Service Levels, Support
Connecteam shall provide the service commitments set forth in Exhibit B. Not withstanding the foregoing, Connecteam does not guarantee the Service and/or thePlatform will be available at all times or during any down time (a) caused by outages to any public Internet backbones, networks or servers, (b) caused by any failures of Customer’s software, equipment, systems or local access services, (c) for previously scheduled maintenance or (d) relating to events beyond Connecteam’s control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions inInternet services to an area where Connecteam or its servers are located.
8. DISCLAIMER OF WARRANTIES
CUSTOMER ACCEPTS THE SERVICE, PLATFORM AND ANALYTICS “AS IS”. CONNECTEAM MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE SERVICE, PLATFORM AND ANALYTICS AND DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CONNECTEAM MAKES NO WARRANTIES REGARDING THE ACCURACY OF ANY PROVIDED ANALYTICS. Customer understands that Connecteam is not a data storage service. CUSTOMER MUST MAKE BACKUPS OF ANY DATA PROVIDED TO CONNECTEAM, AND CONNECTEAM SHALL HAVE NO LIABILITY FOR ANY LOST OR CORRUPTED DATA. “Analytics” means all reports and analytics provided in respect of the data of Users, including written recommendations or graphical charts and presentations.
9. LIMITATION OF LIABILITY
IN NO EVENT SHALL CONNECTEAM (OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR CONSULTANTS) HAVE ANY LIABILITY FOR ANY CONSEQUENTIAL, INDIRECT, DIRECT ,SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE SERVICE OR THE ARRANGEMENTS CONTEMPLATED HEREIN, INCLUDING IN RESPECT OF LOST PROFITS, LOST BUSINESS OPPORTUNITIES OR LOST DATA. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF CONNECTEAM (OR ITS AFFILIATES, DIRECTORS,OFFICERS, EMPLOYEES OR CONSULTANTS) FOR THE PROVISION OF THE SERVICE OR UNDER ANY PROVISION OF THIS AGREEMENT EXCEED THE AMOUNT OF PAYMENT RECEIVED BY CONNECTEAM FROM CUSTOMER IN THE 3 MONTHS PRECEDING THE APPLICABLE CLAIM.
10. Compliance; Employee Relations
Customer is responsible for compliance with applicable law, including all employment law matters concerning the use of the Service, Platform and Analytics by Customer and by Users. Customer shall provide Users with all necessary disclosures regarding the use of the Service, Platform and Analytics as required by applicable law and good.
11. Marketing
Connecteam may use the Customer’s name and logo on Connecteam’s marketing material (such as websites, brochures, press releases and conferences). Customer shall serve as a public reference. Customer will make best efforts to assist Connecteam in creating a case study (written and/or video) for which a designated representative of the Customer shall provide user interviews. Customer may display and distribute such case study (including the interview) in its.
12. Term
The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue unless terminated by either party with 30 days written notice. Connecteam may terminate this Agreement with written notice if it has reason to believe that Customer is in breach of any provision of this Agreement. Upon any termination or expiration of this Agreement, Connecteam will cease providing the Service. Sections 2-13 of this Agreement shall survive any termination thereof.
13. Miscellaneous
This Agreement together with its Exhibits represents the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties, whether written or oral, regarding the subject matter hereof. This Agreement may not be modified or amended except in a writing executed by both parties. This Agreement maybe executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. Connecteam may provide Customer with notices required here under by contacting Customer at any email address Customer provided, including in its registration information. Connecteam may assign its rights or obligations pursuant to this Agreement. Customer agrees not to assign any rights under this Agreement; any attempted assignment shall be null and void. If any part of this Agreement shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or un-enforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect. This Agreement shall be governed by the laws of the State of Israel and any dispute arising out of or in connection with this Agreement is hereby submitted to the sole and exclusive jurisdiction of the competent courts in Tel Aviv, Israel.