Introduction

please read the terms and conditions of this end user license agreement (the “agreement”) before using the proprietary software (the “software”) licensed by green click ltd. (“greenclick” or “licensor”). by using the software, you or the entity or company that you represent (“licensee” or “you”) are unconditionally consenting to be bound by and are becoming a party to this agreement. licensee’s continued use of the software as a service shall also constitute assent to the terms of this agreement. the term “software” includes any updates, modifications, and upgrades to the software that you may use from time to time. the software may not be used until you unconditionally agree to all of the terms of this agreement. if you do not agree to the terms set forth herein, promptly cease any use of the software.

please read carefully the terms of this agreement before installing, registering, accessing, or otherwise using the software provided to licensee by green click. this agreement governs licensee’s use of the software; regardless if the software and any services were acquired directly via green click or indirectly through an authorized partner of green click. by installing, registering, accessing, or otherwise using the software, you are accepting and agreeing to be bound by all these terms and represent that you have full right, power, and authority to enter into this agreement and perform hereunder all obligations. if you do not agree to all terms set forth in this agreement, do not click “accept” and do not install, register, access, or otherwise use the software. furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records to the extent permitted under applicable law. both licensor and licensee may be individually referred to as a “party” or collectively as “parties”.

1. TYPE OF LICENSE

Licensee wishes to subscribe to the use of the Software on a software as a service basis (the “Service”) under an order form, purchase order, signed quotation or any other ordering document (the “Order Form”) specifying amongst others, the features of the Service, all commercial terms and other terms and conditions applicable thereto. In the event of any discrepancy between this Agreement and the Order Form, this Agreement shall govern and prevail unless any changes in the Order Form were approved in writing by Green Click and Licensee.

2. GRANT OF LICENSE

Licensee wishes to subscribe to the use of the Software on a software as a service basis (the “Service”) under an order form, purchase order, signed quotation or any other ordering document (the “Order Form”) specifying amongst others, the features of the Service, all commercial terms and other terms and conditions applicable thereto. In the event of any discrepancy between this Agreement and the Order Form, this Agreement shall govern and prevail unless any changes in the Order Form were approved in writing by Green Click and Licensee.

3. LICENSE RESTRICTIONS

  • Except as expressly and unambiguously authorized under this Agreement, Licensee may not to:
  • copy, rent, lease, transfer, assign, sublicense, disassemble, reverse engineer, decompile or otherwise attempt to discover the source code of the Software, modify or alter any part of the Software; or
  • use the Software for time sharing or service bureau purposes, or otherwise use the Software on behalf of any third party. The License does not include any right for Licensee to use any trademark, service mark, trade name or any other mark of GreenClick or any other party or GreenClick. No rights or licenses are granted except as expressly and unambiguously set forth herein.

4. PROPRIETARY RIGHTS

Licensee shall not copy or allow any third-party to copy the Software and/or its manual(s) or written materials accompanying the Software (“Documentation”). The Software and Documentation and all intellectual property rights in and to the Software and Documentation are and shall, at all times, remain the sole and exclusive property of GreenClick and are protected by applicable intellectual property laws and treaties and by international copyright law. GreenClick expressly reserves all rights in the Software and the Service that are not specifically granted to Licensee. It is acknowledged that all right, title and interest in the Software and Service will remain vested exclusively with GreenClick and that that such rights shall not be considered to be “sold” to Licensee. Licensee agrees to reasonably cooperate with GreenClick to protect its rights in and to the Software and Documentation including, without limitation, by executing documentation provided by GreenClick to evidence such rights.

5. THIRD-PARTY SOFTWARE

Licensee acknowledges that portions of the Software may contain or be derived from materials of third-party licensors and/or may enable Licensee to link through API’s to third party platforms and applications (“Third Party Software”). In addition to the terms of this Agreement, such Third-Party Software may be subject to additional terms. Licensee acknowledges and understands that certain provisions of this Agreement may relate to such Licensor’s rights in and to the Software, which are made expressly for the benefit of such Third-Party Software licensors. All Third Party Software is provided AS IS without any liability by Licensor. Licensee fully acknowledges and agrees that Licensor has no liability whatsoever, and is not responsible for such Third Party Software, including without limitation for any defects, errors, bugs and other issues found within any such Third Party Software. Licensee agrees that any breach of the terms applicable to the license to Third-Party Software by Licensee may be enforced by Green Click and/or by the third-party software licensor.

6. WARRANTIES

6.1. Mutual Warranties: Each party hereto warrants that it:
  • Except as expressly and unambiguously authorized under this Agreement, Licensee may not to:
  • copy, rent, lease, transfer, assign, sublicense, disassemble, reverse engineer, decompile or otherwise attempt to discover the source code of the Software, modify or alter any part of the Software; or
  • use the Software for time sharing or service bureau purposes, or otherwise use the Software on behalf of any third party. The License does not include any right for Licensee to use any trademark, service mark, trade name or any other mark of GreenClick or any other party or GreenClick. No rights or licenses are granted except as expressly and unambiguously set forth herein.
6.2. Licensee Warranties: Licensee warrants that:
  • it has all legal rights to all Customer Data , including the right to provide the Licensor access to the Customer Data in accordance with the terms of this Agreement and to upload the Customer Data to the Services;
  • it is solely responsible for the development, content, operation, maintenance, and use of Customer Data ;
  • the Customer Data will not violate any applicable law and does not infringe any rights, including any privacy rights or proprietary rights, of any third parties;
  • it will ensure that the Customer Data available within the Services will not include Sensitive Data and shall inform its personnel not to disclose Sensitive Data (as such term is defined in applicable Data Protection Laws) through its use of the Services, unless the Parties have executed an applicable data protection agreement as required by law.
6.3.Licensor Limited Warranty: 

Licensor warrants to Licensee that the Software and the Service will be free from defects in material and workmanship, and that the Software and Service shall substantially operate in accordance with its user manual, as it exists at the date of delivery and for a period of 90 days thereafter.

6.4. Exclusive Remedies: 

For any breach of the warranties in Section 6.3 (Limited Warranty), the Licensee’s exclusive remedy, and Licensor entire and sole liability under this Agreement and any Order Form, shall be to repair or replace the Software or Service that does not meet this limited warranty; provided that

  • Licensee has fully paid all applicable and due fees,
  • Licensee is not in breach of this Agreement, and
  • Licensee, promptly upon discovery, has reported in writing to GreenClick of the claimed failure. If GreenClick cannot repair, workaround, or replace any critical or high error (Severity 1 and Severity 2) found in the Software or Service, within thirty (30) days of receiving such notice, Licensee shall be entitled to terminate this Agreement and may receive refund on a pro-rata basis the subscription fee paid for the actual period that the Customer was unable to use the Hosted Service due to the warranties’ breach. Licensor may deny any obligation or liability under this Section 10 (Warranty; Disclaimers) if the Software has been improperly installed or used in a manner other than as specified in the Documentation;
  • if the Licensee violated the restrictions set forth under Sections 2 - 3 (Grant of License; License Restrictions) hereto. Unless otherwise prior agreed between the Parties, the warranty shall also not apply if the Service is used on unauthorized Cloud Service or not in compliance with the Software’s intended use.

Disclaimer: except for the limited warranty set forth in this section 6, the software and service are provided “as is” without any further guarantee or warranty of any kind. greenclick and its suppliers each disclaim all warranties and conditions with respect to the software irrespective of whether it is offered on the basis of a service, whether express or implied, including but not limited to, implied warranties of merchantability, accuracy, reliability, and fitness for a particular purpose. greenclick specifically disclaims any warranty that the operation of the software will be uninterrupted or error-free. without derogating from the aforementioned, no warranty shall apply to defects, failures, damage, or loss resulting from corrections, repairs or service necessitated by:

  • licensee’s system, other equipment or its use;
  • any act or omission by anyone other than greenclick;
  • power shortages, irregularities, or failures;
  • modifications or alterations of the software by anyone other than greenclick;
  • any use of the software within an unsuitable operating environment as set forth in its specifications or documentation; or
  • any other cause beyond greenclick’s control.

7. SUPPORT AND PROFESSIONAL SERVICES

Licensee acknowledges that portions of the Software may contain or be derived from materials of third-party licensors and/or may enable Licensee to link through API’s to third party platforms and applications (“Third Party Software”). In addition to the terms of this Agreement, such Third-Party Software may be subject to additional terms. Licensee acknowledges and understands that certain provisions of this Agreement may relate to such Licensor’s rights in and to the Software, which are made expressly for the benefit of such Third-Party Software licensors. All Third Party Software is provided AS IS without any liability by Licensor. Licensee fully acknowledges and agrees that Licensor has no liability whatsoever, and is not responsible for such Third Party Software, including without limitation for any defects, errors, bugs and other issues found within any such Third Party Software. Licensee agrees that any breach of the terms applicable to the license to Third-Party Software by Licensee may be enforced by Green Click and/or by the third-party software licensor.

8. LIMITATIONS OF LIABILITY

In no event shall greenclick, its affiliates, or its suppliers or licensors, and each of such parties’ officers, directors, employees, and representatives, be liable under any legal or equitable theory (including, without limitation, contract, tort, strict liability or otherwise) arising out of the use of or inability to use the software or any other subject matter of this agreement, for any:

  • licensee’s system, other equipment or its use;
  • any act or omission by anyone other than greenclick;
  • power shortages, irregularities, or failures;
  • modifications or alterations of the software by anyone other than greenclick;
  • any use of the software within an unsuitable operating environment as set forth in its specifications or documentation; or
  • any other cause beyond greenclick’s control.

10. USER ID AND PASSWORDS

  • Licensee will only access the Software through the User IDs and/or passwords issued by GreenClick and any other authentication requirements that exist within the Software prior to Licensee’s initial use. Licensee and its personnel will not share User IDs and/or passwords with third parties. If any Software is licensed on a “named user” basis, rights of any user licensed to utilize the Service cannot be shared or used by more than one individual. In addition, a user may not be transferred from one individual to another unless the original user no longer requires, and is no longer permitted, access to the Software. Licensee has provided GreenClick with registration information and represents that such information is true, accurate, current, and complete. Licensee will promptly update its registration to keep it accurate, current, and complete. Licensee or its personnel may not use anyone else’s User ID or password. Licensee is responsible for maintaining the confidentiality of its accounts, user IDs and passwords. Licensee agrees to immediately notify GreenClick of any unauthorized use of its User IDs and/or passwords and/or accounts or any other breach of security. Licensee also agrees to exit from its accounts at the end of each session.
  • Unauthorized access to the Software is a breach of this Agreement and a violation of the law. Licensee agrees not to access the Software by any means other than through the interface that is provided by GreenClick for use in accessing the Software. Licensee agrees not to use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Software, except those automated means that GreenClick has approved in advance in writing.

11. TERM AND TERMINATION

This Agreement shall continue until terminated as set forth in this section. Subject to any minimum period set in the Order Form, Licensee may terminate Licensee’s license rights to the Software or reduce the number of users effective only upon the expiration of the then current subscription term, by providing GreenClick with a written notice 60 days in advance prior to the expiration date of the then-current subscription term. GreenClick may terminate this Agreement at any time by providing the Licensee with a written notice 60 days in advance. Notwithstanding the foregoing, GreenClick may immediately terminate or suspend Licensee’s use of the Software and/or any license rights provided hereunder or pursuant to any agreement entered into between Licensee and GreenClick, or terminate Licensee’s account and this Agreement if Licensee:

  • fails to pay any applicable fees when due, or
  • breaches or otherwise fail to comply with this Agreement and fail to remedy this breach within 30 days of being so notified. GreenClick may terminate any free account or license at any time in its sole discretion without liability to Licensee. Any termination of this Agreement shall also terminate the license granted hereunder. Sections 3 through 13 and all accrued rights to payment shall survive termination of this Agreement.

12. SERVICE SUSPENSION

Licensor may immediately suspend Licensee’s password, account, and access to the Services if:

12.1. Licensee fails to pay any fees on due time in accordance with the payment terms set forth in this EULA and the applicable Order Form; or

12.2. Licensee violates any license restrictions in Section 3 of this Agreement and did not cure such violation within 14 days of Licensor’s written notice of such violation. Any suspension by Licensor of the Services under the preceding sentence shall not relieve Licensee of its payment obligations under the Agreement.

Licensor will provide written notice to Licensee as soon as practicable after Licensor exercises its rights under this Section 12.

13. Usage Limits

  • Customer’s usage of the Service may be subject to usage limits, including, for example, the quantities specified in an Order Form. Unless otherwise specified,
  • (a) a quantity in an Order Form refers to Users, and the Software or Service may not be accessed by more than that number of Users,
  • (b) a User’s password may not be shared with any other individual, and
  • (c) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Software or Service. If Customer exceeds a contractual usage limit, Licensor may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. Where applicable under an Order Form, if, notwithstanding Licensor’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order for additional quantities of the applicable Service promptly upon Licensor’s request, and/or pay any invoice for excess usage in accordance with the payment terms and pricing set forth in this Agreement and any Order.

14. LICENSEE RESPONSIBILITIES

Licensor may immediately suspend Licensee’s password, account, and access to the Services if:

14.1. Responsibilities: Licensee will
  • be responsible for its Users’ compliance with this Agreement,
  • be responsible for the accuracy, quality and legality of Customer Data and the means by which Licensee acquired any Customer Data,
  • use commercially reasonable efforts to prevent unauthorized access to or use of the Software, Services and Customer Data, and notify Licensor promptly of any such unauthorized access or use,
  • use the Software and Service only in accordance with its Documentation and applicable laws and government regulations, and
  • comply with terms of service of Licensor as published from time to time on Licensor’s website(s) or provided to Licensee by Licensor, as the case may be.
14.2. Suitability of Services; No Modification: Licensee accepts sole responsibility for:
  • securing, implementing and maintaining its local systems and networks;
  • ensuring that its and any Users’ system configuration, design and requirements are suitable for the receipt and deployment of the Service;
  • determining whether the Services are suitable in light of its and its Users’ business needs and technical requirements and making an independent evaluation as to whether to subscribe to the Service;
  • ensuring that no modifications, changes or alterations to the Services are made by Licensee or anyone acting on its behalf who is not expressly authorized to do so by Licensor.
14.3.Compliance; Prevention of Unauthorized Access:

 During the Term, and, to the extent applicable, thereafter, Licensee will remain solely responsible to ensure:

  • its and its Users’ compliance with this Agreement;
  • the accuracy, quality and legality of any Licensee Personal Data, Customer Data and the means by which Customer has acquired any Customer Data;
  • that no unauthorized third party gains access to or use of the Software, Services and Customer Data, and shall notify Licensor promptly of any such unauthorized access or use;
  • that the use the Software and Service shall be only in accordance with its Documentation, data protection laws and applicable laws and government regulations and in compliance with Licensor’s terms of service, as published from time to time on Licensor’s website(s).
14.4 Customer Data:

Licensee represents, warrants and covenants that it is the owner or authorized licensee of Customer Data and has the right to grant the rights set forth herein. Licensee hereby grants to Licensor a nonexclusive, worldwide, royalty-free, fully-paid, transferable license to host, cache, record, copy, view, and display Customer Data for the purpose of providing Licensor’s Services including:

  •  internal use by Licensor and its affiliates;
  • any purpose related to the billing, activation, provision, maintenance, upgrades, updates, deactivation and/or use of the Service and/or related products and/or services;
  • any purposes permitted by any applicable law Licensee represents, warrants and covenant that:
  •  it is the owner or authorized licensee of Customer Data and has the right to grant the rights set forth herein;
  • it has obtained all consents necessary under applicable law to disclose Customer Data to Licensor; and
  • it will not publish, post, upload, record, or otherwise distribute or transmit any data or other material that:
  • infringes or would infringe any copyright, patent, trademark, trade secret or other proprietary right of any party, or any rights of publicity or privacy of any party;
  • violates any law, statute, ordinance, or regulation;
  •  is inappropriate, profane, defamatory, libelous, obscene, indecent, threatening, harassing, or otherwise unlawful;
  • is harmful to minors or otherwise pornographi

15. Marks and Use of Green Click Name

This Agreement does not grant the Licensee any rights to Green Click’s trademarks logos, trade names or service marks (“Marks”). The Licensee will not remove or modify any Software and Services Marks or notice of Green Click proprietary rights within the Software, Service and/or documentation.

16. MISCELLANEOUS

This Agreement constitutes the entire agreement between Licensee and GreenClick pertaining to the subject matter hereof and supersedes any and all written or oral agreements with respect to such subject matter. This Agreement, and any disputes arising from or relating to the interpretation thereof, shall be governed by the laws of the State of Israel. The competent courts in Israel shall have the exclusive jurisdiction over any dispute that may arise in relation to this Agreement. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any claim against GreenClick will be brought within 1 year after it arose or be barred. This Agreement may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of GreenClick to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and shall not limit GreenClick’s rights with respect to such breach or any subsequent breaches. This Agreement is personal to Licensee and may not be assigned or transferred for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving Licensee) without GreenClick’s consent and any action or conduct in violation of the foregoing shall be void and without effect. GreenClick expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.

17. For Information, Questions, or Notification of Errors, Please Contact

Should Licensee have any questions concerning this License, or if Licensee desire to contact GreenClick, for any reason, please use the contact information enclosed in the product or send an email to: [email protected].