End User License Agreement

Introduction and Definitions
This agreement governs your purchased subscription and use of our services and use of products. You must be of legal age to subscribe or purchase any of our services. If you registered for a free trial of our services, this agreement will also govern that free trial.
By accepting this agreement, either by purchasing a paid subscription, ordering a service, or checking a box indicating your acceptance, you agree to the terms set by this agreement. If you enter this agreement and sign up for our services in the name of another legal entity or company, you state that you have the legal right to bind that entity to the terms set by this agreement.
If you are our direct competitor, you are not allowed to use any of our services.
By accepting this agreement you confirm all the above.
Free Trial Account
When opening a free trial account with any of our services, we will provide you with access to a fully functional account, with relevant limitations, to use and test one of our services free of charge, for the amount of time set in the free trial account (the "Trial period"). Any data and/or information, and any customizations done and/or entered into our trial service, will be permanently deleted upon the end of your trial period, and so you must purchase a paid subscription before the end of your trial period to save that data and have it available to you.
During the trial period the service is provided "As Is" without any warranty.
Description of Service and Responsibilities
We will make the Services and their Content available to , as described by this agreement, and provide our standard support for the paid Services to you, and use commercially reasonable efforts to make the online paid services available 24 hours a day, 7 days a week, except when: a planned downtime (of which We shall give at least 4 hours electronic, and any unavailability caused by circumstances beyond our reasonable control, including, for example, an act of god, act of government, flood, fire, Earthquake, civil unrest, act of terror, strike or other labor problem (including one involving our employees), Internet service provider failure or delay, Non-CRM42.com Application or Product, or denial of service attack.
We will protect your data and maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, support and integrity of your data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of your data by our personnel except for providing support for the paid Services, and prevent or address service or technical problems. We will be responsible for the performance of our personnel (including our contractors as much as we can control) and their compliance with our obligations under this Agreement, except as otherwise specified herein.
Our services, unless otherwise specifically provided by an order form, are purchase as subscriptions on a monthly basis or as otherwise stated at the subscription terms.
It is your responsibility to make sure of: (a) all users of the account agree to this agreement and all its terms. (b) Accuracy and all integrity aspects of your data including its legality and your authorization to access and gather it. (c) Use all efforts to prevent unauthorized access to your data and/or the use of our services. (d) Provide full, true, current and complete information about yourself as prompted by the sign-up process.
Fees and Payments
Subscriptions to paid services are available on monthly plans and/or as otherwise stated In the purchase order. Your subscription will be automatically renewed at the end of each subscription period unless you inform us that you do not wish to renew the subscription. The subscription fee will be charged to the Credit Card last used by you. If you do not wish to renew the subscription, you agree to inform us at least seven days prior to the renewal date. In the event of termination of the subscription, you will not be refunded the subscription fee for the unused portion of the monthly and/or agreed and ordered subscription period. CRM 42 reserves the right to change the subscription fee and to charge for use of services that are currently available free of charge.
The Company is entitled in its sole discretion to change the prices and the Terms. Changes will be notified in writing to the Customer no later than two weeks before such changes take effect, which will be at the earliest from the following subscription period. The changes are considered accepted by you (the customer) unless you terminate the subscription agreement with usual notice. The Customer must pay invoices no later than the due date of the Company’s invoice. If the Company’s invoice is not duly paid after three reminders, the Company is entitled, by its own discretion, to suspend the customer’s access to the product/service/subscription and the customer's data without further notice. The suspended access does not release the Customer from its obligation to pay the invoice and other fees thereafter.
The Customer accepts to receive invoices and reminders sent by email. IT is the responsibility of the customer to have an updated Email address in the account at all times.
Customers with residence outside Israel will not pay VAT. Customers in Israel will pay VAT. Payment obligations are non-cancelable and fees paid are non-refundable, and quantities purchased cannot be decreased during the relevant subscription term/period.
If any invoiced amount is not received by us by the due date, then without limiting our rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month. You agree that your purchases and paid subscriptions are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.
Intellectual Right and Properties
CRM 42 retains all intellectual property rights, including without limitation copy-rights, patent rights, trademark rights, know-how etc., in and to the Product and/or Services it provides. CRM 42 does in no way assign, transfer or grants any rights to any of its intellectual property rights to you, the customer. The customer cannot provide any service based on the Services without prior written permission from CRM 42.
The Customer is not allowed to assign, license, sell, rent out, lend out, hand over, or pass on the license to the Product to a third party without the written consent of the Company.
The Customer is not entitled to copy, reverse engineer, disassemble, decompile, change or modify the Product or in any other way attempt to investigate, tamper with and/or discover the source code and/or the structural framework and/or the principles on which the products and services of CRM 42 is based. The Customer is not entitled to change or remove any marks and notices concerning copyright, patents, trademarks or other rights placed on, applied to or otherwise implemented in the Product, services and platforms.
CRM 42, CRM 42 logo, the names of individual products or services and their logos are trademarks of CRM 42. You agree not to display or use, in any manner, the CRM 42 trademarks, without CRM 42’s prior and written permission.
Confidentiality and Privacy
All confidential information received by CRM 42 or the customer, from the other party must be considered as confidential by the receiving party and its directors, employees, advisers or representatives, and must not without the prior written consent of CRM 42 be used for any purpose other than in connection with the fulfillment of the subscription agreement.
You are responsible for all activities that occur in your user account and you agree to inform us immediately of any unauthorized use of your user account by. CRM 42 is not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account.
Disclaimer and Warranties
You expressly understand and agree that the use of the services provide by CRM 42 is at your own and sole risk. The services provided are on an AS-IS-AND-AS-AVAILABLE base and terms.
CRM 42 disclaims any and all warranties, representations and conditions, whether express, implied or statutory, including without limitation any warranties, duties or conditions of or related to merchantability, fitness for a particular purpose, lack of, accuracy or completeness of responses, results, correspondence to description, non-infringement, workmanlike effort and lack of negligence with respect to the Product, and the entire risk related thereto remain solely with the Customer.
Limitation of Liability
Neither party's liability with respect to any single incident arising out of or related to this agreement will exceed the amount paid by customers hereunder in the last 6 months preceding the incident. No Liability claim will limit or cancel the customer's payment obligation in full.
In either event the customer will have no liability claim toward CRM 42 for any lost profits, revenues or indirect, special, incidental, consequential, cover or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party has been advised of the possibility of such damages.
Indemnification
You agree to indemnify and hold harmless, CRM 42, its officers, directors, employees, suppliers, partners, integrators and affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that you have used the services in violation of another party's rights, in violation of any law, in violations of any provisions of the terms, or any other claim related to your use of the services, except where such use is authorized by CRM 42.
Terms and Termination
We may suspend your user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity, unpaid invoices for more than fifteen days following due date, or requests by law enforcement or other government agencies. Objections by you regarding suspension or disabling of user accounts should be made to legal@crm42.com within fifteen days of being notified about the suspension. We may terminate a suspended or disabled user account after fifteen days. We will also terminate your user account on your request.
Termination of user account will include denial of access to all Services, deletion of information in your user account such as your e-mail address and password and deletion of all data in your user account. In case of termination of the subscription agreement, the Customer will not be allowed to access and use the service/product at the time of termination of the agreement. The customer acknowledges and agrees that the Company is entitled to delete the Customer as user and terminate the Customer’s access to the Product without further notice.
Prepaid subscription fees will not be refunded under any circumstances.
Governing Law and Jurisdiction
The Customer’s subscription agreement, including these Terms, is governed by Israeli law. Any dispute and/or arbitration between the Company and the Customer arising out of the subscription and the terms will be subject to the jurisdiction of the courts of Tel Aviv, Israel.
Usage Limits
Services and Content are subject to usage limits, including, for example, the quantities specified in the order form or at the time of the service purchase. Unless otherwise stated, quantities include 1 GB of free storage and the number of users specified at the time of purchase.
A user cannot share his account details, including his password with any individual or company. When exceeding a certain usage limit, you might be charged for the difference between the used quantity and the usage limit by the standing price list of CRM 42 at the day of charging for the extra usage. The maximum disk storage space provided for the Customer's data and documents at no additional charge is defined in the current price list available at CRM 42's website. If the used amount of disk storage space exceeds this limit, the Customer will be charged the then-current storage fee.
You will execute an order form for any required, additional quantities that are applicable services or content within 7 days upon our request, and/or pay any invoice for excess usage within 7 days upon our request.
Use of the service and content
You, the customer, license CRM 42 to host your data and solutions and/or products and/or applications. You grant CRM 42 and our licensed partners a worldwide, unlimited-term license to host, copy, transmit and display your Data.
You hold whole and complete ownership of content created or stored by you, but you grant CRM 42 the permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your user account solely as required for the purpose of providing the services to you or as CRM 42 will be obligated to do so by any Law agency or court of law.
Inactive Account Policy
CRM 42 reserves the right to terminate unpaid user accounts that are inactive for a continuous period of 90 days. In the event of such termination, all data associated with such user account will be deleted. The data deletion policy may be implemented with respect to any or all of the services provided by CRM 42. Each service will be considered an independent and separate service for the purpose of calculating the period of inactivity. In other words, activity in one of the services is not sufficient to keep your user account in another service active. In case of accounts with more than one user, if at least one of the users is active, the account will not be considered inactive.
User Generated content
You may transmit or publish content created by you using any of the services or otherwise. However, you shall be solely responsible for such content and the consequences of its transmission or publication. Any content made public will be publicly accessible through the internet and may be crawled and indexed by search engines. You are responsible for ensuring that you do not accidentally make any private content publicly available. Any content that you may receive from other users of the Services, is provided to you AS IS for your information and personal use only and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content.
By making any copyrighted content available on any of the Services you affirm that you have the consent, authorization or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner. Further, by making any content available in the manner mentioned, you expressly agree that CRM 42 will have the right to block access to or remove such content made available by you, if CRM 42 receives complaints concerning any illegality or infringement of third-party rights in such content.
Assignments of Rights
The Company is entitled to assign all of its rights and obligations pursuant to the subscription agreement, including these terms to any third party.
The Customer cannot assign any of its rights and obligations pursuant to the subscription agreement to a third party without the prior written consent of CRM 42.