License Agreement for Platform Use
This agreement is between Y-TECH ICT LTD (“The Company“) and you, the license owner, who meet the threshold conditions specified in the
following section (“License Owner”, “You”, “You are”, “Yourself”, “Your“).
Important! This agreement is a legal binding contract between yourself and the company, and as such, it can be enforced. By using the license, opening
an account, pressing the “register” button (in all forms and languages it may be presented), entering the service or using the platform or any part of
it, you are aware, declare, and confirm that you have read this agreement, and that you understand it and agree to be legally bound to it and all its
parts and conditions.
If you do not agree with the content of this agreement, do not install, or use the services, or any part of them, provided as part of this agreement.
This agreement constitutes all the understandings and agreements between the parties, including their consent to the agreement as a whole and all its
parts. This agreement supersedes and replaces any other understanding or agreement, whether oral or in writing, performed prior to this agreement. If the
parties have previous understandings, including previous documents that were made prior to this agreement, these documents and agreements shall be adjusted
and interpreted fully and as may be required to fit this agreement.
The license owner declares and is obligated as a prerequisite for the validation of this agreement that:
A. He employs a minimum of 5 IT field professionals specializing in systemic systems such as Microsoft, Linux and/or have knowledge in communications.
B. The license owner has an annual turnover of at least NIS 2 million.
C. The license owner is a company and/or controlling person and/or freelancer providing systematic services, consultation, and integration of IT solutions
and/or development and/or provides software services to business clients.
The license owner shall inform the company immediately if during the license period he fails to meet said conditions.
1.
Definitions
“The Platform” is a unique system owned by the company that allows the use of services and resources regarding integration, communication, servers,
information security, and management of IT systems as specified below and subject to the provisions of this agreement.
“Services”. The services under this agreement mean storing virtual servers, IPVPN communication services, Internet services, information security, Anti
DDOS, redundancy, backup, control center, expert hours, consultation hours, support center and any other third party service that can be acquired as part
of the platform use and shall serve you under this agreement.
“Resources”. Resources according to this agreement can include different resources, including processing abilities, RAM memory volume, disk space, disk
performances reading/writing, number of servers, number of networks, number of IP addresses, bandwidth, IPVPN connections, and internet connections.
“The company services” mean the platform, the services, and the resources together.
2.
The License
A. The license given by the company. From the date the license owner made a user account for use of the company’s services (” the effective date“), and subject to the payment conditions specified in Section 3 below, the company provides you with a license that is
exclusive and non-transferable. The license owner is permitted to use the company services only in accordance with the provisions and user terms given to
him by the company. It should be clear, that as part of the rights given to you in this agreement you agree and are aware that some of the conditions might
be updated or altered by the company every now and then and these updates or changes will not require your consent.
B. Registration and account. Upon registration to the company services, you are required to: (a) agree to provide reliable, full, and accurate
information about yourself, under the license registration form (“information fill-out form“); (b) update the information
fill-out form, if necessary, in an accurate manner. You declare that you are not in violation of rights belonging to any third parties. Additionally, you
are obligated not to create a user name under false identity or information. It is your sole responsibility to safeguard the user name and password you use
to access services under this agreement and not to share them with any third party. You are responsible for all activities originating from the user
account you opened, regardless whether you agreed and authorized this activity or other. You must inform the company immediately on any unauthorized use in
your account. Use of company services may require a User Key that will limit the use in accordance with what was agreed between the parties and paid.
Without limiting the aforementioned, the company shall have the full right to cancel the entry to company services if you install and activate any of them
in an unauthorized manner.
C. Use Restrictions. Unless determined otherwise in the agreement, you will not permit or allow any third party: (a) to reverse engineer, translate,
disassemble, reprogram, change in any way the platform, or any part of it; (b) remove or change any of the company’s trademarks or any other proprietary
right, that appear as part of the platform; (c) use the company services or other services not in accordance with the conditions of this agreement; (d)
copy the services in such a way that will allow more than one use per license; (e) copy, reinstall in such a way that will allow a third party to use the
services without a license; (f) allow access to review, assessment, planning, modification or any other way designed to create a program that performs
identical or similar functions to the functions performed as part of this agreement; (g) use the company services through unauthorized software, copies, or
in collaboration that violates the license terms of other software; (h) use the company services unlawfully; (i) perform through the company’s services any
act or default that are unlawful; if it is brought to the attention of the company that the license owner does not act in accordance with the use
restrictions specified above or in an unlawful manner, the company has the right to immediately revoke the license given to him, and the license owner will
not have any claim and/or demand due to or in relation with this cancellation.
D. Proprietary rights. You confirm and agree that the platform shall always remain the sole property of the company, which could be protected by
international laws for patents, copyright, trademarks and commercial secrets, as well as international treaties. Additionally, you declare and agree that
all the rights including ownership of the platform and any intellectual property related to it will solely remain the intellectual property of the company.
E. Third party software and services. Through the platform, you will be able to purchase third party licenses and services. The company is not
responsible in any way for the quality of third party products and services and purchasing them is at your own risk after making sure they meet your needs.
It should be clear that the company does not provide any support regarding products and third party services offered through the platform.
3.
Payments
A. Trial period. For 30 days from the effective date, the license owner can use the company service, in accordance with the restrictions and
provisions specified in this agreement, without cost. It should be clear that during the trial period, there shall be a warranty restriction as specified
in Section 6 below and restriction of liability as specified in Section 9 below. Until the trial period ends, the license owner shall inform the company if
he is interested to continue using the company services. If the license owner informs the company he does not wish to continue using the company services,
or shall fail to inform the company on his decision, at the end of the trial period, the company shall revoke the license provided to the license owner,
and all the materials, which include mail and/or files and/or any type of material kept on the company systems as part of the possibility to access the
company services at the trial services shall be deleted within 7 days from the end of the trial period without any advance warning, and the license owner
shall have no claim and/or demand due to or in relation to this deletion. It should be clear that it is possible that during the trial period services such
as support, maintenance and consolation shall not be provided.
B. If the license owner informs the company that he is interested to continue using the company services, he will be obligated to continue his contract
with the company to receive the company service for the period specified in the service order terms which will be no less than a 12 months period, starting
at the end of the trial period. In addition, he shall pay the company the sum specified in the offer issued by the company for the said contract ( “service order“). It should be clear that a license owner, who joins by a date the company decided on, and commit to a period of at least
12 months, will be entitled to two months (2 months) without pay from the first 12 months of which the license owner has committed. The license payment
shall be as specified in subsection C below, and as specified in the service order terms;
C. Paid services. The license owner shall pay the company monthly the following payment: payment for the company services include, among other
things, minimum quantity of resources (as defined by the following term) that can be used by the license owner, and a changing pay for resources used by
the license owner throughout the passing months in a quantity surpassing the minimum quantity (together herewith: “the payment“).
Regarding the use of resources by the license owner as said, the following rules shall apply (1) the license owner could use resources in the monthly
quantity specified in the service order (“minimum quantity“); (2) the license owner could increase the quantity of resources he uses, at
any time, per his choice with additional payment according to the company rates; (3) the license owner could decrease the quantity of resources he uses to
the minimum only if such change shall be executed once a month, on the monthly billing date. Each payment provides the license owner one license (1) to
access the company services, subject to the conditions specified in this agreement and service order, for the period of commitment (as specified below).
For the avoidance of doubt, it should be clarified that the copyright and the proprietary rights to the platform and all its components shall remain the
sole property of the company.
D. The payments under this agreement shall be linked to the consumer price index or USD, as is determined by the company in the service order terms.
E. The license for using the company services shall be provided to the license owner, subject to the payment conditions specified in subsections A-B above,
in an irrevocable undertaking as determined in the service order terms, which shall begin on the effective date or at the end of the trial period, based on
interest (“the commitment period“).
F. Throughout the commitment period, each payment shall be transferred to the bank account whose details shall be provided by the company to the license
owner, using a monthly standing order. You hereby agree and confirm that payments for the commitment period shall be paid in full to the company in any way
and they are non-refundable under any circumstance.
G. Delay in payment. If the license owner had not paid the due payments he is obligated to pay according to this agreement on time (” delayed due payments“), the company is entitled to send the license owner a written warning that the license owner is required to pay the
delayed due payments within 7 days from the date of the warning (“last due date“). If the license owner do not pay the delayed due
payments until and no later than the last due date, the provisions of Section 7D below shall apply. It should be clear that delayed due payments, shall be
liable to interest and linkage differentials until they are actually paid, and additionally the license owner shall be liable to any expenses caused to the
company since the delayed due payments were not provided on time.
4.
Backup
The company service do not include data backup unless specified otherwise in the service order, and it is subject to payment to the company by the license
owner for the said services, all under the terms specified in the service order.
.
5.
Confidentiality Obligations
A. General. “Confidential information” means any information that is confidential, secret, technical, business or proprietary that is disclosed to
you by the company, directly or indirectly. This information is unlimited and may contain information regarding the company services, information on the
company’s business strategies, procedures, methods, secrets, knowledge, pricing, technology, software, products plans, characteristics, relationships with
third parties, clients list, information regarding employees, suppliers, company consultants and partners.
B. Use in the confidential information. The license owner shall handle the information he received from the company with maximum confidentiality and
will not use this information in any way other than the one made in this agreement explicitly or any other way set in writing. The license owner shall not
make unauthorized use, disclose, copy, or misuse the company’s confidential information and shall not disclose such information to any third party. Without
limiting the above mentioned, the license owner shall do his best, and at least use the effort and means he uses for his own confidential information, to
prevent disclosure and a leak of the company’s confidential information (and no less than the efforts and means customary in the market).
C. Irregularities. The confidential information shall not include information: (a) available to the public, or becomes available to the public
throughout the agreement period, not by action or by default; (b) which was disclosed by an order or demand of a court, administrative authority, or other
governmental body. The license owner shall provide the company with an immediate written notice regarding such disclosure allowing the company to request
an injunction or act in a different way to prevent such disclosure. In this case, the license owner shall disclose only some of the confidential
information that the company is required to submit according to the law.
D. Reliefs. In case of violation of one of the obligations set in this agreement regarding confidentially or unauthorized use of it, the company
shall be entitled to receive any relief that could protect the company interests, including an injunctive relief.
E. Per company request, and upon termination of this agreement, the license owner shall eliminate, remove, or immediately return, based on the company’s
decision, all physical copies, if such were given, that were a part of this agreement.
F. Privacy Policy. The license owner confirms and agrees that the use of company services are subject to the privacy laws and relevant treaties in
accordance with the jurisdiction in which the use takes place. The license owner’s use of company services, confidentiality of data, collecting information
or identifying it is the sole responsibility of the license owner. The license owner is responsible for all his actions or defaults toward a third party in
this matter.
G. Publication. The company will be able to: (a) use the name of the license owner for internal or external purposes in relation with the marketing
and sales materials of the company; (b) after three months from the effective date, conduct a study for internal and external needs, with reasonable
assistance of the license owner for marketing needs.
6.
Warranty Restriction
A. During the trial period – the company shall not be liable under any circumstances, to any punitive, special, indirect, accidental or
consequential damage (including, and without limitation, loss of data) in any way deriving or related to use or inability to use the company services or
software, whether explicitly or not at all, including a guarantee that the company is suitable for certain goals. The company does guarantee that the use
of company services shall be without interferences or errors.
B. Throughout the commitment period, other than the trial period – the company is responsible only for the quality of the platform and the services
it provides as specified in the service order and subject to the specified in subsection C below and only if the platform quality and software were damaged
following a problem originating in the function of the company systems. The company liabilities as said are to provide its best efforts.
C. General lack of liability – the company is not responsible for any kind of damage, including indirect damage, consequential or non-pecuniary
caused to any third parties, related directly or indirectly to the function of the product/service of the license owner whether provided based on the
platform and company services or in another fashion (“license owner services“) and/or for providing and/or not providing services to the
license owner and/or termination of an offered service by you as part of the license owner services, and consequential damages that might take place
following the use of the license owner services. You shall have no claim, demand, and/or request toward the company for any damage, loss, payment, expense
or loss of profit that you may suffer due to the use of the owner license services. It should be clear that the parties agree that lack of liability
according to this section is unlimited in time. If for any reason it is determined that this exemption section is void, the compensation sum paid by the
company to the license owner for damages shall not exceed the accumulative sums the license owner paid to the company in the month prior the damage for the
decided services alone, without consideration of one-time purchases of software/hardware or anything else. The license owner hereby confirms that the risk
distribution in this section is reasonable considering the services and their nature.
D. Liability for using the platform and company services. It should be clear that the company is not responsible for the use the license owner does
and/or anyone on his behalf does in the platform and company services. In light of the aforementioned, it should be clear that damage or loss caused from
action and default whether due to negligence, intentionally or in good faith by the license owner and/or anyone on his behalf to the data and/or any other
information of the license owner on the platform is the sole responsibility of the license owner. The company is not liable for any action or default as
mentioned. It should be clear that the license owner takes the risk that in such a case, the company might not be able to restore lost data with reasonable
means, with pay or without pay. However, if the company is able to restore said data, the company shall have the right to collect separate payment for the
restoration of data under said circumstances.
7.
Term of Agreement and its Termination
A. The term of the agreement. Unless decided otherwise in this agreement or the service order, the agreement shall start on the effective date and
remain in effect throughout the commitment period unless revoked in accordance with the content of this section. Upon termination of the commitment period,
the agreement shall be renewed automatically for an additional period of 12 months, with all its conditions and payments.
B. Violation. The company is entitled to revoke this agreement and terminate it following any violation made by the license owner in relation to
this agreement.
C. Bankruptcy. The company is entitled to terminate this agreement with a written notice to the license owner if one of the following events occur:
(a) if a receiver has been appointed to the license owner or his property; (b) transfer of assets or a large part of them in favor of creditors of the
license owner; (c) procedures take place or will take place against the license owner in case of bankruptcy or insolvency, for more than sixty (60) days;
(d) the license owner ceases carrying out business. In each of the aforementioned cases, the parties agree that the company has the right to make contracts
with any clients of the license owner and offer them to make a contract with the company to receive company services without any need to inform the license
owner and/or receive his permission.
D. Non-payment. If the license owner fails to pay until the final pay date for delayed due payments, as specified in section 3G above, the company
shall be entitled, as of the final pay date, to terminate the agreement and revoke the license of the license owner, and all the materials, i.e. mail
and/or files and/or any material of any kind that was saved on the company systems as part of the access possibilities provided by the company services,
shall be deleted without any advance warning and the license owner shall have no claim and/or demand regarding or in relation with the deletion. In such
case as mentioned, the parties agree that the company has the right to make contracts with the license owner’s clients and offer them to make a contract
with the company to receive company services without any need to inform the license owner and/or receive his permission.
E. Consequences of terminating the agreement. Upon termination of the agreement for any reason: (a) the license given under this agreement shall be
terminated immediately and the license owner shall cease using this license and the services provided in it; (b) the license owner shall immediately cease
using it and delete the copy from his computers.
8.
Compensation
The license owner shall compensate, keep, and pay the company owners, their heirs, subsidiary companies, partners, managers, directors, shareholders,
employees, investors, advisors, agents, representatives and attorneys from and against any losses, damages, costs and expenses due to: (a) negligence or
improper conduct by the license owner; (b) use made by the license owner of the company services in an unauthorized fashion; (c) violation of the privacy
rights, including invasion of privacy, directly or indirectly, or through use of the company services; or (d) violation of this agreement.
9.
Limitation of liability
A. General. Under no circumstances will the company be responsible to the license owner or any third party regarding accidental, indirect, special
or consequential damage, including but not just, all the damages for loss of profits, interruption to businesses, technological or data loss, that might be
present under theories that are contractual, of damages (including negligence), strict liability, even if the company received notice regarding the
possibility for such damages. The accumulative liability of the company based on this agreement shall be limited to the total sum actually paid by the
license owner on the month prior said liability was formed.
B. Third parties. Under no circumstances will the company be liable to a third party regarding losses, costs or any damages, including but not just,
all the damages for loss of profit, interruption to businesses, technological or data loss, that might be present under theories that are contractual, of
damages (including negligence), strict liability, even if the company received notice regarding the possibility for such damages. The accumulative
liability of the company based on this agreement shall be limited in accordance with the content of subsection 9A.
10.
Support
The company is responsible to provide support services to the license owner. The support services shall be provided to the license owner in accordance with
the company standards as they appear in the company website, and as part of it the company shall make a reasonable effort to provide answers to technical
questions regarding problems caused by the installation or the use of the services installed in the license owner’s system, through the service center of
the company as specified in the service order.
11.
Availability
The company is committed to a level of availability which is not less than 99.99% per year cycle, except for faults which are not under its control or by force majeure and in any case will do its utmost to provide the service continuously and smoothly
12.
Variance
12.1. Law. This agreement shall be applied and interpreted in accordance with Israeli law, even if, by the rules relating to conflict of law applicable
in Israel it is determined that a different law prevails. The sole jurisdiction in respect of any matter arising from, and related to, this agreement is
vested to the competent courts of Tel Aviv – Jaffa and/or Haifa, based on the complete and sole discretion of the company. The company reserves the right
to open interim proceedings, including injunctive relief in any other matter.
12.2. Concession and amendment. The company is entitled, from time to time, and in its sole discretion, to waive, amend, or modify the agreement and
any of its provisions (“amendment”). Non-realization or delay by the company in enforcing any right and relief stemming from this agreement, is as if the
company waived these rights or reliefs.
The most recent version of this agreement with its amendments and modifications shall be available on the company’s website.
12.3. Transfer of the agreement. The license owner is not allowed to transfer this agreement without an advance written consent by the company.
12.4. Force Majeure. The company shall not be liable according to this agreement to pay as a result of any failure or delay in performing its
obligations under this agreement following strikes, riots, uprisings, fires, floods, storms, explosions, damage caused by nature, acts of terrorism, war,
governmental action, labor conditions, earthquakes, material shortage or any other reason beyond the reasonable control of the company. .
12.5. The agreement. This agreement constitutes the parties’ full understanding and agreement regarding the subject matter hereof and supersedes any
previous agreements or understandings, written or oral, between the parties regarding the subject matter.
If it is decided that a provision of this agreement was declared by a competent court as unlawful, void, or unenforceable, that provision, as mentioned,
shall be enforced to the extent possible and the rest of the provisions in this agreement shall remain in full force to the extent permitted.
12.6. The license owner, upon approval of this agreement and consent to it, guarantees he has the full ability to enter this agreement, and is authorized to
do so.
12.7. The parties agree that all the rights and obligations attributed to them based on this agreement, and based on their nature and market standards must
remain in force, shall remain in force beyond the termination of this agreement or its expiration.
12.8. The parties agree that if there is conflict between the provisions of this agreement and the service order, the conditions of the service order shall
prevail.
12.9 Payment terms – by bank standing order only. For transactions under a monthly payment of 50 NIS, the customer will be charged upfront for a calendar year period. If the customer wants to pay with a credit card standing order, an additional transaction cost will be added with the amount of 3% of the transaction.
12.10.If a customer intends to cancel his/her direct debit banking orders, it is his/her responsibility to inform and update Y-tech by any accepted means of communication and in writing beforehand.
12.11.If a customer cancels his/her direct debit banking orders without informing Y-tech beforehand and subsequently the charges are returned by the bank, the client will be charged a 30-shekel refund fee.
12.12.If in the event direct debit banking orders are not honored for the second time, the client will be charged a 100-shekel fee until the mode of payment has been agreed upon in addition to the monthly charge for Y-tech’s service . Furthermore, the customer will be charged interest on arrears amounting to 4% of the monthly charge for each day of delay.
12.13.Changes in prices may occur from time to time in accordance with and subject to increase / decrease of Microsoft’s licensing prices with a notice of 30 days in advance.
12.14.Every offer is valid for date of issue only. Changes in price may occur at date of order, subject to foreign exchange rates and current pricing
12.15.Signing a document by means of an authorized signer serves as a booking confirmation
12.16.With the “Colocation” service, the hardware is solely under responsibility of the customer
12.17 Communications packages do not include infrastructure (Like DSL/Cable etc.). The customer has to order a suitable infrastructure from a well known infrastructure company in Israel, like Bezeq or Hot, and in technical coordination with Y-tech . In case where the customer does not want to order directly from the infrastructure company, there is an option to order “Manages Infrastructure” through Y-tech . In any case, the quote does not include infrastructure unless it is explicitly stated in the quote.
12.18.The Uptime of customer on-site communication infrastructure is subject to the SLA level of the infrastructure provider, which is not included in the Uptime SLA of Y-tech services.
12.19.When ordering a managed infrastructure the costs may vary from time to time in accordance with the infrastructure provider costs. Y-tech may revise the rates from time to time in accordance with the infrastructure provider costs with no preliminary notice to the customer.
12.20.If the customer requests to terminate the agreement before the end of the contract period, the customer will be required to pay the remaining payments for the hardware, construction costs, infrastructure and service, in their entirety, multiplied by the number of months remaining up until the completion of the contract, with the addition of any benefit given to the customer, so that all charges will be ready for immediate payment at the date of termination
12.21.The ordered product / service equipment will remain the exclusive property of Y-tech until full repayment of the installments, in the case of acquisition
12.22.Hardware equipment rented by the customer from Y-tech is fully owned by Y-tech and will return to Y-tech in the case of service termination.
12.23.In the case of managed lines – the infrastructure costs will be charged from the day of installation on the customer’s site, in accordance with Y-tech pricing, which are in effect at the time
12.24.The memory size offered is the maximal, dynamic and not static memory unless otherwise noted in the proposal
12.25.Recovery of any kind which is performed by a member of Y-tech teams, regarding to any kind of service, will be subject to a fee according to Y-tech prices at the time of the ticket and in any case is not included in any service.
12.26.Backup execution in remote backup service is the responsibility of the customer only. In case there is a problem with the service, it is the customer’s responsibility to inform Y-tech. Y-tech will use all means at its disposal for the repair and return to full service. The client is not entitled to any refund for days which the service didn’t work due to a fault of any kind. Y-tech will not be responsible to operate and / or checking the existence and / or quality of backup. Also, if the customer will come to a fully quota use of the backup quota assigned to his needs, the client may not receive a warning by email. It is customer’s responsibility to check the means at his disposal, by Y-tech website interface or backup interface installed on the computer, the integrity of the backup. It is the customer’s responsibility only to approach Y-tech and request an increase of the backup quota assigned in case it is full. Y-tech will not be responsible for backup failure due to utilization of backup space.
12.27.Y-tech is permitted to make technological changes in the service structure and the systems in accordance with its exclusive judgment, as long as the level of customer service is not damaged and in accordance with the service agreement. If needed, the client will be obligated to cooperate and help as much as possible, up to the reasonable and logical level of making the changes.
12.28.In order to avoid doubt, it is here by clarified that all technological equipment and its components, including switches, routers, cables, storage servers and systems, at data centers where the service belongs solely to Y-tech and/or its representative while the client has no right and/or ownership of equipment, except for equipment owned by the client in collocation service.