Kaholo LTD. general terms & conditions
These General Terms & Conditions (“Terms”) govern the provision by Kaholo Ltd. (the “Company”), of itsSAAS and on-premises software products and services to its customers, and are agreed to by the customer(“Customer”, and together with the Company, the “Parties”) and the Company, as of the Effective Date (asdefined below).
1. Definitions.

1.1 “Agreement” means collectively theseTerms, support services terms (if applicableto Customer), and any additional terms in theCompany’s website at the time of purchase orinstallation of the Product, or otherwisecommunicated to Customer by the Company.

1.2 “Authorized User” means anyindividual authorized by the Customer toaccess, install and use the Product, whereapplicable, including Customer’s employees,consultants, etc.

“Product” means the proprietary softwareplatform which the Company makesavailable to Customers, availableon:www.kaholo.io, in the format of asoftware as a service or as downloadablesoftware for installation on the Customer’ssystem, as applicable.

1.3.“Services” means the provision of theProduct to the Customer, and any otherservices provided by the Company to itsCustomers in connection therewith, whichmay be subject to additional payments, asspecified in the Company’s website.

2. license.
Subject to full compliance ofthe Customer with the terms of theAgreement, including payment of allassociated fees, Company grants Customer alimited, non-exclusive, non-transferable, non-sub-licensable, during the term only, licenseto access, download and install (if Customerhas purchased the downloadable Product) anduse the Product and Services, solely forCustomer’s internal business purposes.
In the event you decide using the on-premisessoftware, you are granted a license todownload and install one (1) copy of theProduct and during the term of your license,subject to your compliance with the termshereof, this Agreement permits you to operatesuch copy of the Product, for internalpurposes only, on such number of computers,workstations, or other electronic devices asspecified in the purchase order. Any additionof allowed installations of the Product orAuthorized Users requires entering into theappropriate product program and may beassociated with additional fees.
3. support services.

3.1. The Company may provide supportservices to its Customers, which are subjectto additional fees, as specified on theCompany’s website from time to time, and inaccordance with the terms and fees specifiedtherein and the program purchased byCustomer.

3.2. During the term of the license, Costumeris required to download updates to theProduct, where applicable, when and as theCompany publishes them on its website.

3.3. Customer acknowledges that failure toinstall any updates to the Product when duemay result in loss of data, information ormaterials, in the Product not operatingproperly, in the occurrence of bugs andmalfunctions and other errors and risks, andconfirms that the Company shall not be liablein any way for damages or costs arising fromfailure to install any updates to the Productwhen due.

3.4.  This Agreement does not obligate theCompany to provide any updates or upgradesof any kind to the Product. Notwithstandingthe foregoing, any updates that you mayreceive become part of the Product and theTerms apply to them (unless this Agreementis superseded by a succeeding agreement accompanying such update or modifiedversion of the Product).
4. fees & taxes.

Customer’s use of theProduct and Services is subject to the full andtimely payment of any and all associated feesidentified on the Company website asapplicable to the Product plan and the Serviceselected by Customer (the “Fees”).

5. customer’s obligations.

5.1. Customer acknowledges that use anddownload and installation, as applicable, ofthe Product and Services are dependent uponinternet connectivity, and agrees that it will befully and solely responsible for procuring andmaintaining its network accounts andconnections to the internet. The Companydoes not provide internet connectivityservices and shall not be liable for any and allproblems, conditions, delays, delivery failuresas well as all other losses or damages arisingfrom or relating to Customer’s networkconnections and accounts.

5.2. Customer shall be fully and solelyresponsible for any acts and omissions by itsAuthorized Users in connection with theAgreement and the use and download andinstallation, as applicable, of the Product andServices.

5.3. Customer is solely responsible for thesecurity and proper creation, use andtermination of all Authorized Users’ usernames, passwords and other security devicesused in connection with the Product and theServices and shall take all necessary steps toensure that Authorized Users’ user names andpasswords are kept confidential and secure,that access authorizations are not sharedbetween Authorized Users or made availableto unauthorized persons. The Companyreserves the right to require Customer, at theCompany’s sole discretion, to change anyaccess authorization, passwords or othersecurity measures used by Customer inconnection with the Product and Services, andCustomer shall promptly comply with anysuch requirement.

6. customer’s data.

6.1. The Customer will only upload, share,use, or otherwise make available to thirdparties and/or to the Company, on or throughthe Product and Services, via the Company’sSAAS Product or otherwise, information,data, code, software components or any othercontent (collectively, “Customer Content”)that Customer has the right and authority toshare and use in connection with the Product,and for which it has any and all necessaryauthorizations to disclose to third partiesand/or to the Company, and grant to theCompany the licenses and rights as set forthherein. By uploading, sharing or otherwiseproviding Customer Content to the Company,via the Company’s SAAS Product orotherwise, the Customer hereby grants to theCompany a worldwide, limited, royalty-free,non-exclusive, sub-licensable license to use,reproduce, modify, adapt, publicly display,and transmit the Customer Content, solely forthe purpose of carrying out the Services inaccordance with the Agreement. In addition,where applicable, the Company may collectCustomer log filesfor the purpose ofoperating, providing, maintaining, protecting,managing, customizing, analyzing andimproving Company’s Product and Services.Any and all such log files are ownedexclusively by the Company.

6.2. Customer shall indemnify and hold theCompany harmless from and against any andall claims, costs, damages, losses, liabilitiesand expenses (including reasonable attorneys’fees) arising out of or in connection with: (i)any breach by Customer or its AuthorizedUsers of any term of the Agreement; (ii) anythird Party’s claim that the Customer Contentinfringes such third party’s rights, includingintellectual property rights.

6.3. The Company may, but is not obligatedto, review Customer Content disclosed to theCompany, via the Company’s SAAS Productor otherwise and generally monitor all use ofthe Product and Services, and to remove orchoose not to make available on or through the Services any Customer Content in its solediscretion. The Company may removeCustomer Content that is illegal or infringeson the rights of a third party.
7. restrictions.
Except for the rightsgranted in Section 2 herein, no other rights inor to the Product or Services, express orimplied, are granted to the Customer. Withoutlimiting the foregoing, Customer will not,and will not assist others to: (a) transfer anyof its rights to use, loan or resell the Productor the Services to a third party (includingCustomer’s affiliates); (b) sell, rent, sub-license, lease or share the Product or theServices; (c) permit any person who is not anAuthorized User to use, install or access theProduct or the Service; (d) copy, extract,modify, duplicate, create derivative worksfrom, frame, mirror, republish, download,display, transmit, or distribute all or anyportion of the Product or the Service, in anyform or media or by any means; or attempt tocompile, disassemble, reverse engineer orotherwise reduce to human-readable form allorany part of the Product; (e) access all orany part of the Product or Service in order tobuild a product or service which competeswith any services or products of theCompany; (f) use the Product or Servicesother than for the permitted purpose specifiedin the Agreement; (g) otherwise attempt,directly or indirectly, to disrupt the Productor Services, servers or networks connected tothem, deny service to, hack, crack, orotherwise interfere with the Product orServices and their underlying software, orother technology, code, algorithm or otherproprietary information of the Company inany manner, or disobey any requirements,procedures, policies, or regulations ofnetworks connected to the Product andServices and/or interfere with the automaticprocess of downloading and/or installing anymandatory updates or upgrades to theProduct or Services; (h) attempt tocircumvent or overcome any technologicalprotection measures intended to restrict access or download any portion of theProduct or Services, technology or anysoftware thereto; (i) create a database bysystematically downloading and storing all orany content from the Product or Services; (j)Use the Product or Services for any illegal,immoral or unauthorized purpose, toencourage criminal behavior or conduct thatwould constitute a criminal offense under anylaw, or in a manner that could give rise tocivil liability or other lawsuit, including butnot limited to, using the Product or Servicesto download content in violation ofcopyright, for distribution or development ofany malware, take any action relating topiracy on the web, etc.; (i) use any automatedmeans or interface to access download orinstall the Product or Services or extract othercustomers’ information; (k) transmit orotherwise make available in connection withthe Product or Services any computer code,file, or program including any virus, worm,Trojan Horse, spyware, or any other, that mayor is intended to damage or hijack theoperation of any hardware, software, ortelecommunications equipment, or any otheractually or potentially harmful, disruptive, orinvasive code or component; (l) probe, scan,or test the vulnerability of the Products orServices; and (m) use the Product or Servicesin a manner that violates any applicable law,ordinance, regulation or administrative order,or infringes any third party’s rights.
8. ownership & confidentiality.
8.1. The Company retains sole and exclusiveownership of all rights, interests and title inthe Product and the Services, their code andany underlying intellectual property rightsand know-how associated therewith or withany part thereto, including without limitationany and all trademarks, trade names,copyrights, patents and other intellectualproperty rights used or embodied in or inconnection therewith, whether patentable ornot, whether registrable or not. Nothing in theAgreement shall restrict the Company in anymanner from using, developing, marketing, licensing, or otherwise disposing of theProduct and Services or concepts, software orcode embodied therein anywhere in theworld; nor shall anything herein be construedto grant to Customer any rights in or to anypresent or future products of the Company,whether or not similar to the Product, exceptfor the license or as otherwise expresslyprovided herein.

8.2. Confidential Information. Customerexpressly acknowledges that the Product andServices contain information which isconfidential and proprietary to the Company,and Customer agrees to maintain suchinformation confidentially, using at aminimum the same degree of care as is usedfor Customer’s own confidential informationand in any event no less than a reasonabledegree of care, and not to disclose them toany third party without the Company’s priorwritten consent.

9. term & termination.

9.1. The term of the Agreement willcommence on the date in which Customer theProduct or Services (“Effective Date”) andshall continue until the earlier of: (i)expiration of the plan or subscription, asapplicable, which may be subject to automaticrenewal, in accordance with the Company’spolicies; or (ii) termination of the Agreementin accordance with the provisions herein.

9.2. The Company may terminate theAgreement, Customer’s access to the Productor Services, and the license granted toCustomer herein, in the event: (i) Customer orany Authorized User breached the Agreement,and such breach is not remedied within 14days of the Company’s notice of the breach;(ii) Customer ceases its business operations orbecomes subject to insolvency proceedingsand the proceedings are not dismissed within90 days; (iii) for any reason or no reason, byproviding the Customer with 60 days priorwritten notice.

9.4. Effect of Termination. In case oftermination or expiration: (i) the rightsgranted to the Customer herein will immediately terminate, including immediatetermination of the license; (ii) all Fees owedby Customer to the Company will beimmediately due; (iii) Customer’s accessauthorizations to the Product and Serviceswill be immediately blocked; and (iv) theCustomer will immediately return to theCompany or destroy all confidentialinformation of the Company in theCustomer’s possession.

9.5. Upon any termination or expiration ofthis Agreement, Customer shall immediatelycease operating the Product and all of itscomponents and destroy, uninstall and erase,where applicable, all copies of the Productand all of its components, including withoutlimitation on all systems and all types ofmedia and in computer memory.

10. limited warranty
10.1. TO THE EXTENT PERMITTED BYAPPLICABLE LAW, THE PRODUCT ANDSERVICE ARE PROVIDED “AS-IS” ANDTHE COMPANY MAKES NOREPRESENTATIONS OR WARRANTIESWHATSOEVER, WHETHER EXPRESSEDOR IMPLIED, REGARDING THEPRODUCT AND SERVICES BEINGERROR FREE, UNINTERRUPTED, THIERMERCHANTABILITY, TITLE ORFITNESS TO A PARTICULAR PURPOSE,NON-INFRINGEMENT, RESULTS,ACCURACY,COMPLETENESS,ACCESSIBILITY, COMPATIBILITY,SUITABILITY,RELIABILITY,AVAILABILITY, TIMELINESS, QUALITY,AND LACK OF VIRUSES, ALL OFWHICH ARE EXPRESSLY DISCLAIMED,AND REGARDLESS OF ANYKNOWLEDGE OF CUSTOMER’SPARTICULAR NEEDS. TO THE FULLEXTENT PERMITTED BY LAW,DURATION OF STATUTORILYREQUIRED WARRANTIES, COMPANY SHALL NOT BE LIABLE FORDELAYS, INTERRUPTIONS, SERVICEFAILURES AND OTHER PROBLEMSINHERENT IN USE OF THE INTERNET OR ELECTRONIC COMMUNICATIONSOR OTHER SYSTEMS NOTCONTROLLED BY COMPANY.CUSTOMER ASSUMES ALL RISKS ANDRESPONSIBILITIES FOR SELECTION OFTHE PRODUCT TO ACHIEVE YOURINTENDED OR EXPECTED RESULTS,AND FOR THE INSTALLATION OF, USEOF, AND RESULTS OBTAINED FROMTHE PRODUCT.WITHOUTDEROGATING FROM THE GENERALITYOF THE ABOVE, THE COMPANY SHALLNOT BE LIABLE FOR ANY DAMAGESARISING FROM FAILURE TODOWNLOAD, INSTALL OR RUNUPDATES TO THE PRODUCT WHENDUE.

10.2. FURTHERMORE, THE COMPANYASSUMES NO RESPONSIBILITY ORLIABILITY FOR: (I) ANYUNAUTHORIZED ACCESS TO OR USEOF THE COMPANY SERVERS AND/ORANY AND ALL CONTENT STOREDTHEREIN; (II) ANY INTERRUPTION ORCESSATION OF TRANSMISSION TO ORFROM THE SERVICES; (III) ANY BUGS,VIRUSES, TROJAN HORSES, OR THELIKE WHICH MAY BE TRANSMITTEDTO OR THROUGH THE SERVICESTHROUGH THE ACTIONS OF ANYTHIRD PARTY; AND/OR (VI) ANY LOSSOF CUSTOMER CONTENT FROM THESERVICES.

11. limitation of liability

11.1. THE COMPANY SHALL NOT BELIABLE FOR ANY LOSS OF USE,FAILURE OF SECURITY, LOST DATA,INTERRUPTION OF BUSINESS, OR ANYDIRECT INDIRECT, SPECIAL,INCIDENTAL, OR CONSEQUENTIALDAMAGES OF ANY KIND (INCLUDINGLOST PROFITS), REGARDLESS OF THEFORM OF ACTION, WHETHER INCONTRACT, TORT (INCLUDINGNEGLIGENCE), STRICT LIABILITY OROTHERWISE, EVEN IF INFORMED OFTHE POSSIBILITY OF SUCH DAMAGES IN ADVANCE ASSOCIATED WITH THEPRODUCT OR SERVICES.

11.2. NOTWITHSTANDING ANY OTHERPROVISION OF THE AGREEMENT,EXCEPT WITH RESPECT TO FRAUD ORWILLFUL MISCONDUCT, THECOMPANY’S ENTIRE LIABILITY UNDERTHE AGREEMENT SHALL NOT EXCEEDTHE LESSER OF THE (I) AMOUNTACTUALLY PAID TO COMPANY UNDERTHE AGREEMENT DURING A THREE (3)MONTHS PERIOD PRIOR TO THECLAIM RAISING THE LIABILITY; OR (II)USD 500.

12. general terms.
12.2. Waiver. The waiver by either Party ofany of its rights or claims under theAgreement must be in writing and will not beconstrued as a waiver of any subsequent rightor claim. A Party’s performance of itsobligations hereunder following a breach bythe other Party shall not be construed as awaiver by the non-breaching Party of anyrights or claims.
12.3.  Assignment. The Customer may notassign the Agreement (or any part thereof)without the advance written consent of theCompany.
12.4. Severability. If any provision of theAgreement shall be adjudged by any court ofcompetent jurisdiction to be unenforceable orinvalid, that provision shall be limited to theminimum extent necessary so that theAgreement shall otherwise remain in effect.
12.5. Third Party Beneficiary. These terms arenot intended to and shall not be construed togive any third party any interest or rights(including, without limitation, any third partybeneficiary rights) with respect to or inconnection with any agreement or provisioncontained hereunder or contemplated hereby,except as otherwise expressly provided for inthese terms.
12.6. Governing Law. The Agreement shall begoverned by and construed in accordance withthe laws of Israel, without regard to theconflicts of law provisions thereof. Any claim regarding the Agreement, the Product or theServices may be solely brought to thecompetent courts in Tel-Aviv, Israel.

12.7. Entire Agreement. The Agreementconstitutes the entire understanding betweenthe parties, and supersede all prior discussions, representations, understandings or agreements,whether oral or in writing, between the partieswith respect to the subject matter of theAgreement. Any modification or amendmentto these Terms must be in writing and signedby authorized representatives of both parties.

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