THIS END-USER LICENSE AGREEMENT (THE “EULA”) FORMS A LEGAL AGREEMENT BETWEEN YOU, EITHER AS AN INDIVIDUAL, COMPANY OR OTHER LEGAL ENTITY (THE “CUSTOMER”) AND THE APPLICABLE WOO CONTRACTING PARTY: (I) FOR CUSTOMERS ESTABLISHED IN ISRAEL - HIGHR PATTERN LTD., A COMPANY ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF ISRAEL, HAVING ITS PRINCIPAL PLACE OF BUSINESS AT 13 MOZES YEHUDA VENOACH ST., TEL AVIV- JAFFA, ISRAEL; OR (II) FOR CUSTOMERS ESTABLISHED IN ANY OTHER JURISDICTION WORLDWIDE - HIGHR PATTERN, INC., A COMPANY ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, HAVING ITS PRINCIPAL PLACE OF BUSINESS AT 251 LITTLE FALLS DRIVE, WILMINGTON NEW CASTLE, DE (COLLECTIVELY, “WOO”, “COMPANY” “WE” or “OUR”). THE CUSTOMER AND WOO SHALL EACH BE REGARDED AS A “PARTY”, AND COLLECTIVELY AS THE “PARTIES”.
ANY INSTALLATION AND/OR USE OF THE PLATFORM AND RELATED SERVICES) THE “PLATFORM” AND “SERVICES”, RESPECTIVELY AND AS FURTHER DEFINED BELOW) SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS EULA, UNLESS THE CUSTOMER AND THE COMPANY HAVE EXECUTED A SEPARATE AGREEMENT IN WRITING, SIGNED BY BOTH THE CUSTOMER AND THE COMPANY WHICH EXPRESSLY SUPERSEDES THIS EULA.
BY (I) EXECUTING AN ORDER FORM WITH THE COMPANY (“ORDER”) AND PURCHASING A SUBSCRIPTION TO USE THE PLATFORM; OR (II) DOWNLOADING, INSTALLING, OPERATING OR OTHERWISE USING THE PLATFORM - YOU WARRANT THAT YOU ARE DULY AUTHORIZED TO ACCEPT AND EXECUTE THE ORDER AND THIS EULA ON BEHALF OF YOUR ORGANIZATION (I.E., THE CUSTOMER) AND THE CUSTOMER EXPRESSLY AND EXPLICITLY ACCEPTS THIS EULA AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS, ON ITS AND ITS ORGANIZATION'S BEHALF. IF THE CUSTOMER DOES NOT AGREE TO THIS EULA OR IS NOT WILLING TO BE BOUND BY IT, CUSTOMER MAY NOT DOWNLOAD, INSTALL, OPERATE OR OTHERWISE USE THE PLATFORM AND CUSTOMER MUST PROMPTLY UNINSTALL THE PLATFORM, AND ANY PART THEREOF, FROM CUSTOMER'S COMPUTER SYSTEMS.
1.1 The Customer may purchase a license to access and use the Platform and obtain certain services (as applicable) pursuant to this EULA, through an Order duly executed between the Parties or independently through the Platform. Orders shall be valid through their specified term. Any terms and conditions included in the Order are hereby incorporated into this EULA by reference and form an integral part thereof. In case of any conflict between the terms and conditions of an Order and this EULA, this EULA shall prevail, unless explicitly stated otherwise in the Order. The Parties may amend Orders by mutual written consent.
1.2 The Company develops and is the proprietor of an AI based software platform referred to as "Smart Search", which is intended for integration with the Customer’s existing applicant tracking systems (“ATS”). The Platform serves as a tool for analyzing candidates resumes and executing queries in the Customer’s existing pool of candidates (“Candidates”). To this end, the Customer shall provide Woo with access, via an application programming interfaces (API), to certain information from its ATS, including personal data, as may be required for the provisions of the Services, including, without limitation, Candidates' CVs (collectively, the “Data”). The Customer agrees and acknowledges that as part of such access to the ATS the Company may also upload certain information to the Customer's ATS, as required for the provision of the Services hereunder. Use of the Platform requires that the Customer download and install a browser extension or plug-in (e.g., Chrome extension), in order to enable the integration of the Platform with the Customer’s ATS and the provision of the Services (the “Extension”).
The term “Platform” includes any related software component in its binary code, the Extension, application programming interfaces and developments, modifications, improvements, innovations, derivatives, corrections, updates, upgrades, changes, additions, features and/or improvements thereto, as well as any compilation of data, or visual display resulting from the operation of the Platform, and any associated materials, specifications and documentation.
1.3. Subject to the terms and conditions of this EULA and the Order (where applicable) and payment of the applicable fees, Woo hereby grants to the Customer, and the Customer accepts, a personal, limited, non-exclusive, non-sublicensable, non-transferable and revocable (in accordance with the terms of this EULA) license, during the Term (as defined below), to (a) download, install and use the Extension, solely in order to access the Platform; and (b) access and use the Platform, solely for Customer’s internal business purposes and in order to receive the Services. It is hereby clarified that the Services are provided by remote means, namely on a Software-as-a-Service (SaaS) basis.
1.4. The Company does not guarantee or warrant that the Platform will be operatable on all Internet browsers and/or ATSs, and may impose, from time to time and at its sole discretion, certain restrictions on the installation and use of the Platform, including minimum requirements for supported Internet browsers and ATSs and limitations on API calls.
1.5 The Company may change the Platform's layout, form and design and the availability of certain content, functions or features from time to time without notice; provided, however, that the Company will notify the Customer of any material changes to the Platform which are likely to affect its ability to use the Platform.
1.5 Unless explicitly stated herein and/or in the Order, the Company is under no obligation to provide support, professional services, training, maintenance, modifications or customizations of the Platform under this EULA.
1.6 The Platform may enable the Customer to integrate with the Platform data from their account on third party platforms (“Third Party Service(s)”) accounts. Third Party Services are provided and maintained by third parties who are not affiliated with and/or controlled by Woo. Any data derived from Third Party Services and use by the Customer of Third Party Services is subject to the applicable Third Party Service's terms of use and privacy policies. Woo is not responsible and has no liability for the Customer’s use of such Third Party Services. The Customer represents and warrants that it is the rightful owner of any Third Party Service account(s) that it links to the Platform.
2.1 The Platform, the Extension, the Services, Woo Data and all Intellectual Property (defined below) rights contained therein and/or related thereto, and any and all derivative works, improvements, enhancements, updates, upgrades and customizations thereof or thereto, are and will at all times remain the sole and exclusive property of Woo and/or its licensors and are protected by applicable intellectual property laws and treaties. This EULA does not convey to Customer any interest in or to the Platform, the Extension and/or the Services, but only a limited right to use the Platform and the Services during the Term (as defined below) in accordance with the terms of this EULA (and the Order, as applicable), revocable at the end of the Term or in the event this EULA is terminated according to its terms, and nothing herein constitutes a waiver of the Company’s Intellectual Property under any law. The Platform is licensed, not sold. Other than the rights expressly set forth in Section 2.1 above, no other right or interest whatsoever in or relating to the Platform, the Extension and/or the Services is transferred or granted to the Customer.
2.2 The Customer hereby grants Woo a non-exclusive, non-sublicensable (except to Woo’s authorized vendors and service providers, and solely as necessary to provide the Services to the Customer) and royalty-free license to access and use the Data for the operation of the Services and during the Term (as defined below). As between the Parties, the Data, and all Intellectual Property rights contained therein and/or related thereto, and Customer’s databases and ATS, are and will at all times remain the sole and exclusive property of Customer and/or its licensors and are protected by applicable intellectual property laws and treaties. This EULA does not convey to Woo an interest in or to the foregoing but only a limited right to use the Data during the Term in accordance with the terms of this EULA.
“Intellectual Property” shall mean (i) patents and patent applications throughout the world, including all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and re-examinations of any of the foregoing, all whether or not registered or capable of being registered; (ii) common law and statutory trade secrets and all other confidential or proprietary or useful information that has independent value, and all know-how, in each case whether or not reduced to a writing or other tangible form; (iii) all copyrights, whether arising under statutory or common law, whether registered or not; (iv) all trademarks, trade names, corporate names, company names, trade styles, service marks, certification marks, collective marks, logos, and other source of business identifiers, whether registered or not; (v) moral rights in those jurisdictions where such rights are recognized; (vi) any rights in source code, object code, mask works, databases, algorithms, formulae and processes; and (vii) all other intellectual property and proprietary rights, and all rights corresponding to the foregoing throughout the world.
2.3 Woo may collect, disclose, publish and use in any other manner anonymous information which is derived from the use of the Platform and the Services (i.e., non-identifiable information, aggregated and analytics information that does not identify an individual person) (collectively, "Analytics Information"), in order to provide and improve the Company's Platform and for internal R&D purposes. The Company is and shall remain the sole owner of the Analytics Information.
2.4 If the Customer or any Permitted User contacts Woo with feedback data (e.g., questions, comments, suggestions or the like) regarding the Platform and/or the Service (collectively, “Feedback”), such Feedback shall be deemed non-confidential, and the Company shall have a non-exclusive, royalty-free, worldwide, perpetual license to use or incorporate such Feedback into the Platform and/or other current or future products or services of the Company (without the Customer's approval and without further compensation to the Customer), provided that such Feedback is used on an anonymous basis and does not identify the Customer and/or the Permitted User.
3.1 The consideration for use of the Platform and the license granted hereunder, will be in accordance with (a) the subscription fees and payment model specified in the Order (where applicable); or (ii) to the extent that an Order has not been executed by the Parties, in accordance with the then-applicable pricing and subscription terms specified on the Company’s website (collectively, the “Subscription Fees”).
3.2 Unless otherwise stated in the Order: (i) the Subscription Fees are billed on a annual basis, starting (a) at the date specified in the Order; or (b) if an Order has not been executed, the date of first installation of the Extension (as applicable); (ii) any subscription to the Services will renew automatically for successive yearly renewal periods, unless terminated by either Party in accordance with the provisions of this EULA. To the extent applicable, if the Customer's payment method becomes invalid, the Customer's use of the Platform may be suspended until valid payment information is provided.
3.3 To the extent that an Order has not been executed by the Parties, the Company reserves the right to modify the Subscription Fees at any time and at its sole discretion. Applicable Customers shall receive an email notification of Subscription Fees changes at least thirty (30) days before such change takes place, and changes to Subscription Fees will not affect the Customer’s already paid-up subscription term. If the Customer has not terminated this EULA (in accordance with the terms specified herein) before the coming into effect of such changes to the Subscription Fees, such changes will automatically apply to the Customer’s next billing cycle.
3.4 Unless otherwise expressly stated herein or under the Order: (i) all payments hereunder are quoted and shall be paid in United States Dollars; (ii) payments shall be made without any right or set-off or deduction and are irrevocable and nonrefundable; (iii) all invoices issued under an Order are payable within thirty (30) days of the date of the invoice; (iv) any amount not paid when required to be paid hereunder shall accrue interest on a daily basis until paid in full at the lesser of the rate of one and a half percent (1.5%) per month or the highest amount permitted by applicable law.
3.5 All amounts payable under this EULA are exclusive of sales, use, value-added, withholding, and other taxes and duties. Customer will pay all taxes and duties assessed in connection with this EULA by any authority, except for taxes payable on Company's net income. If any such tax or duty has to be withheld or deducted from any payment under this EULA, Customer shall gross-up the payment under this EULA by such amount as shall ensure that after such withholding or deduction Company shall have received an amount equal to the payment otherwise required.
The Platform may only be used through a Customer account (the “Account”). Such Account may be accessed solely by Customer's employees or service providers who are explicitly authorized by Customer to use the Platform (each, a “Permitted User”). Customer will ensure that the Permitted Users keep the Account login details secure at all times and comply with the terms of this EULA, and will be fully responsible for any breach of this EULA by a Permitted User. Unauthorized access or use of the Account or the Platform must be immediately reported to the Company. The Customer hereby declared and agreed that it shall only use the Platform in a manner that complies with all applicable laws in the jurisdiction in which Customer uses the Platform, including, but not limited to, applicable restrictions concerning the protection of privacy and intellectual property.
Except as specifically permitted herein, without the prior written consent of the Company, Customer must not, and shall not allow anyone on its behalf, or any other third party to, directly or indirectly: (i) use, modify, incorporate into or with other software, or create a derivative work of any part of the Platform and/or the Extension; (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share Customer's rights under this EULA with or to anyone else; (iii) copy, distribute or reproduce the Platform and/or the Extension for the benefit of third parties; (iv) disclose the results of any testing or benchmarking of the Platform to any third party, use such results for Customer's own competing software development activities or use the Platform in order to build or support, and/or assist a third party in building or supporting, products or services which are competitive to Company's business; (v) disassemble, decompile, reverse engineer, revise or enhance the Platform and/or the Extension or attempt to discover the Platform’s and/or the Extension’s source code or its underlying ideas or algorithms; (vi) use the Platform and/or the Extension in a manner that violates or infringes rights of any third party, including but not limited to, right of privacy, proprietary rights or intellectual property rights, including without limitation copyright, trademarks, designs, patents and trade secrets; (vii) remove or otherwise modify any of the Company's trademarks, logos, copyrights, notices or other proprietary notices or indicia, if any, fixed, incorporated, included or attached to the Platform and/or the Extension nor copy the documentation or any written materials accompanying the Platform and/or the Extension; (ix) use the Platform for purposes other than for the regular and standard purposes or other than in compliance with the terms of this EULA; (x) host, outsource, display, or commercially exploit the Platform and/or the Extension; (xi) circumvent, interfere with or remove any device metering mechanism which is part of the Platform and/or the Extension, or assist any third party to do so; (xii) circumvent, disable or otherwise interfere with security-related features of the Platform and/or the Extension or features that enforce limitations on its use; (xiii) use any automated means to access the Platform; (xiv) violate or abuse password protections governing access to the Platform and/or the Extension; (xvii) interfere or attempt to interfere with the integrity or proper working of the Platform and/or Extension; (xviii) access, store, distribute, or transmit any malicious code (i.e., software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system), or unlawful, threatening, obscene or infringing material in connection with the Platform; and/or (xx) use the Platform in any other unlawful manner or in any manner not expressly authorized by this EULA or the Order.
If the Customer purchases the right to use the Platform by its Affiliate (as defined below), the Customer shall: (i) provide each such Affiliate with a copy of this EULA and the Order; (ii) ensure that each such Affiliate complies with the terms and conditions therein and of the Order; and (iii) be responsible for any breach of this EULA and conditions by any such Affiliate. For purposes of this EULA, "Affiliate" means any entity that Controls, is Controlled by, or is under common Control with you, where "Control" means ownership, directly or indirectly, of 50% or more of the voting interest.
The Platform may use or include third party software, files and components that are subject to open source and third-party license terms (“Third-Party Components”). The Customer's right to use such Third-Party Components as part of, or in connection with, the Platform is subject to any applicable acknowledgements and license terms accompanying such Third-Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third-Party Components and this EULA, the licensing terms of the Third-Party Components shall prevail in connection with the related Third-Party Components. Such Third-Party Components are provided on an “AS IS” basis without any warranty of any kind and shall be subject to any and all limitations and conditions required by such third parties. Under no circumstances shall the Platform or any portion thereof (except for the Third- Party Components contained therein) be deemed to be "open source" or "publicly available" software. A list of such components will be provided on demand and may be updated from time to time. Requests of open source code of applicable third party components may be forwarded to: support@woo.io.
8.1 The Customer represents, warrants and undertakes that: (i) any personal information included in the Data has been collected, processed and shall be transferred to Woo in accordance with the laws and regulations applicable to the Customer and to such Data and that it has obtained sufficient consent (where such consent is required) under applicable law from each Candidate to transfer the Data to Woo; (ii) it is prohibited from uploading to the Platform and/or Services or otherwise transfer to Woo or expose Woo to any personal data relating to children under the age of 16 and/or “special categories of personal data” (as defined under applicable data protection laws) without Woo’s written prior approval; (iii) the Customer shall remain fully responsible and liable to any Data (including personal information included therein), including without limitation its accuracy and correctness.
8.2 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing the Data as part of the Services, Woo has implemented, and will implement throughout the Term, appropriate technical and organizational measures necessary to ensure an appropriate level of security to the Data, in accordance with applicable data protection laws, including maintaining throughout the Term its ISO 27001 security certification (or equivalent certifications).
8.3 To the extent that the Customer (in respect of its use of the Platform) and/or the Data are subject to the EU’s Regulation (EU) 2016/679 (General Data Protection Regulation) or the UK’s Data Protection Act 2018 (the UK GDPR), the Parties hereby enter into the Data Processing Addendum, which is attached as Exhibit A of this EULA, which shall apply to the engagement hereunder and to the Company’s processing of personal information included in the Data.
8.4 Woo may, from time to time, inject certain data relating to Candidates into Customer's ATS for the purpose of data enrichment ("Woo Data"). Woo Data is based on publicly available information specifically curated by Woo. Woo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use the Woo Data solely in connection with Customer's use of the Services during the Term of this EULA. This license shall automatically terminate upon the termination or expiration of this Agreement.
9.1 Either Party represents that: (i) it possesses the legal authority to enter into this EULA, and to fully perform its obligations hereunder; and (ii) the execution of this EULA does not violate any other agreement to which it is bound, or any law, rule, regulation, order or judgment to which it is subject.
9.2 Customer hereby acknowledges that other than the Services provided hereunder, Woo also engages in the assignment of candidates for employment positions at its other clients' organizations, and for such purpose it is the proprietor or licensee of independent databases which includes, inter-alia, personal information of individual candidates (e.g. contact details, CVs and individuals' preferences), and information relating to open positions available at its other clients’ organizations. As such, Customer hereby agrees and acknowledges that the businesses of Woo and that of Customer may overlap and that the Parties may be considered as direct competitors in this respect. Woo undertakes in this respect to conduct its competing business in total separation from the Services hereunder, such that different Woo employees will be employed in each line of business and the Data will be stored in separate databases which cannot be accessed by the employees of the competing business. Notwithstanding, administrative services such as accounting may be performed by Woo for all its activities without such separation, but without derogating from Woo's confidentiality obligations under this EULA.
9.3 EXCEPT AS EXPLICITLY STATED UNDER THIS EULA AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, THE EXTENSION AND THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, AND WOO DOES NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING IN THE COURSE OF OR CONNECTED TO ITS PERFORMANCE HEREUNDER, AND DISCLAIMS ANY SUCH WARRANTIES. WITHOUT LIMITATION OF THE FOREGOING, WOO SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, OR INTEROPERABILITY OF THE PLATFORM AND/OR THE EXTENSION AND/OR THE SERVICES. IN THE EVENT OF ANY INTERRUPTION OF THE SERVICES, WOO’S SOLE RESPONSIBILITY SHALL BE TO USE COMMERCIALLY REASONABLE EFFORTS TO CORRECT THE INTERRUPTION.
9.4 WOO DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES AND/OR THE EXTENTION AND/OR THE PLATFORM WILL OPERATE AND/OR BE AVAILABLE AT ALL TIMES WITHOUT DISRUPTION OR INTERRUPTION, OR THAT IT WILL BE ERROR-FREE. DUE TO THE ONLINE NATURE OF USE, WOO DOES NOT WARRANT THAT THE SERVICES AND/OR THE EXTENTION AND/OR THE PLATFORM WILL BE FREE OF VULNERABILITIES, BUGS OR OTHER INACCURACIES. ANY USE OF THE OUTPUTS GENERATED BY THE SERVICES AND/OR THE PLATFORM IS AT THE CUSTOMER'SOWN RISK AND RESPONSIBILITY. FOR THE AVOIDANCE OF DOUBT, THE COMPANY SHALL NOT BEAR ANY RESPONSIBILITY AND/OR LIABILITY WITH RESPECT TO ANY ACT OR OMISSION PERFORMED BY THE CUSTOMER, ITS REPRESENTATIVES, AFFILIATES, SUBSIDIARIES, SUB-CONTRACTORS, OFFICERS, EMPLOYEES AND AGENTS BASED ON THE SERVICES. WOO DOES NOT PROVIDE ANY REPRESENTATION REGARDING THE USE, INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE SERVICES AND/OR THE PLATFORM (INCLUDING THAT THE SERVICES AND/OR THE PLATFORM WILL MEET THE CUSTOMER'S REQUIREMENTS).
9.5 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WOO, ITS EMPLOYEES, CONTRACTORS, AGENTS, DIRECTORS, SHAREHOLDERS, LICENSORS, SUPPLIERS, AFFILIATES, DISTRIBUTORS AND RESELLERS (COLLECTIVELY, “WOO’S REPRESENTATIVES”) BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR SPECIAL DAMAGES OF ANY KIND, SUFFERED BY ANY PERSON, ARISING FROM, RELATED TO, AND/OR CONNECTED TO THIS EULA AND/OR THE INSTALLATION OF THE EXTENSION AND/OR ANY USE OR INABILITY TO USE THE PLATFORM AND/OR THE SERVICES AND/OR ANY CLAIM OR ACTION HEREUNDER (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS BUSINESS, REVENUE, ECONOMIC ADVANTAGE, AND DAMAGES RESULTING FROM EQUIPMENT OR NETWORK DOWNTIME) BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY, AND WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WOO'S AND WOO'S REPRESENTATIVES TOTAL LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING OUT OF OR RELATING TO THIS EULA OR THE CUSTOMER'S USE OR INABILITY TO USE THE PLAFORM FROM ALL CLAIMS OR CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO WOO FOR THE PLATFORM AND/OR THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO ANY SUCH CLAIM OR CAUSE OF ACTION. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
The Customer agrees to defend, indemnify and hold harmless Woo, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees), arising from: (i) any third party claim arising from Customer's or any third party's use of the Platform and/or the Services; (ii) any third party claim relating to violation of any data protection laws by the Customer and/or Permitted Users under this EULA; and/or (iii) Customer's and/or Permitted Users' violation of applicable laws, and any warranties, obligations and undertaking provided herein.
Each Party may have access to certain non-public and/or proprietary information of the other Party, in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other Party, including the Data, whether written or oral, and any other information that a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). Each Party shall 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 other Party's Confidential Information from disclosure to a third party. Neither Party shall use or disclose the Confidential Information of the other Party except as expressly permitted under this EULA or by applicable law. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing Party.
12.1 This EULA shall come into effect on the earlier of: (i) the date specified in the applicable Order, or (ii) upon download or use by the Customer of the Extension and/or Platform, and shall remain in effect for the period specified in the Order, or if no Order has been executed by the Parties, until this EULA is terminated by either Party in accordance with the terms and conditions specified herein (the “Term”).
12.2 This EULA may be terminated for convenience: (i) only if expressly stated in the Order and subject to the terms of the Order; or (ii) if no Order has been executed by the Parties, at any time by written notice to Woo. For the avoidance of doubt, pre-paid Subscription Fees are non-refundable.
12.3 This EULA may be terminated by the Customer upon written notice to Woo if the Woo commits a material breach of this EULA and fails to cure or remedy such breach within ten (10) days after receiving written notice of such breach. Without prejudice to any other remedy in law or in equity that Woo may have, in the event of any material breach by the Customer of any of the terms and conditions of this EULA and/or Order (where applicable), Woo shall at any time and with immediate effect, without prior notice to the Customer, be entitled to terminate this EULA and the license(s) to the Customer for the use of the Platform.
12.4 Either Party may terminate this EULA upon written notice to the other Party in the event that one or more of the following events occur(s): (a) appointment of a trustee or receiver for all or any part of the assets of the other Party; (b) insolvency or bankruptcy of the other Party; (c) a general assignment by the other Party for the benefit of creditor(s); or (d) dissolution or liquidation of the other Party.
12.5 Upon termination or expiration of this EULA (i) the Customer shall immediately uninstall and remove all copies of the Extension from all computer systems under its control; (ii) Woo and Customer shall promptly delete and remove all the other Party's Confidential Information; (ii) any licenses granted hereunder shall immediately terminate; (iii) Woo shall promptly permanently delete the Data (and any amendment, change or addition to the Data) stored on Woo's servers or otherwise in its possession (provided that Woo will retain the Analytics Information, as detailed above); and (iv) any sums paid by the Customer until the date of termination are non-refundable, and Customer shall not be relieved of its duty to discharge in full all due sums owed by the Customer to Woo under this EULA and/or the applicable Order until the date of termination or expiration hereof, which sums shall become immediately due and payable on the date of termination or expiration of the EULA and/or the applicable Order .
12.6 All provisions of the EULA which by their language or nature should survive the termination of this EULA will survive the termination of this EULA.
This EULA shall be construed and governed in accordance with the laws and courts set forth as applicable: (1) For Customers established in Israel – the laws of State of Israel, without giving effect to its choice of law rules and the United Nations Convention Relating to a Uniform Law on the International Sale of Goods may not be applied. The Parties hereby agree that any legal action arising out of or relating to the EULA shall be filed exclusively in the competent courts of Tel Aviv-Jaffa; (2) For Customers established in the Europe Union and the United Kingdom - the laws of England and Wales, without giving effect to its choice of law rules and the United Nations Convention Relating to a Uniform Law on the International Sale of Goods may not be applied. The Parties hereby agree that any legal action arising out of or relating to the EULA shall be filed exclusively in the competent courts of England and Wales; and (3) For Customers established in any jurisdiction outside of Israel, the Europe Union and the United Kingdom – the laws of the State of New York, United States, without giving effect to its choice of law rules and the United Nations Convention Relating to a Uniform Law on the International Sale of Goods may not be applied. The Parties hereby agree that any legal action arising out of or relating to the EULA shall be filed exclusively in the competent courts of the State of New York, United States.
(a) Neither Party shall be liable for any failure to perform or delay in performance of any of its obligations under this EULA caused by circumstances beyond the reasonable control of a Party to this EULA; (b) This EULA, together with the applicable Order, represents the entire understanding and agreement between the Parties with respect to the subject matter hereof and shall supersede any and all prior agreements and understandings relating thereto; (c) The Parties are independent contractors, and nothing contained in this Agreement will be deemed to create a joint venture, partnership, fiduciary or other similar relationship between the Parties; (d) This EULA is not exclusive and except as explicitly specified herein, does not impose any obligation on either Party with respect to competing relationships or opportunities; (e) No modification or other amendment to this EULA shall be valid unless reduced to writing and signed by authorized representatives of both Parties; (f) Neither Party shall be entitled to assign or transfer the EULA or any of its rights or delegate any of his obligations hereunder without the prior written notice to the other Party, which consent shall not be unreasonably withheld provided, however, that Woo may assign this EULA to an affiliate, or as part of a change of control transaction, or to an acquirer of all or substantially all of such Party’s assets, stock or business (whether by sale, merger, reorganization, operation of law, or otherwise), without the other Party’s prior written consent; (g) No waiver, forbearance, indulgence or consent by either party to deviate from the provisions of this EULA shall operate as a waiver of any subsequent right and no analogy shall be made from any such waiver, forbearance, indulgence or consent to any subsequent event; and (h) If any provision of this EULA is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances.
BY EXECUTING THE PURCHASE ORDER AND/OR THIS EULA, OR OTHERWISE BY OPERATING, ACCESSING OR USING THE PLATFORM YOU ACKNOWLEDGE THAT (I) YOU HAVE READ AND UNDERSTOOD THIS EULA IN ITS ENTIRETY, AND (II) YOU AGREE ON BEHALF OF THE CUSTOMER TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS.