Terms of Use

1. Acceptance of the Terms

By entering, connecting to, accessing, or using the Site or using or downloading any of our Products and Services, you acknowledge that you have read and understood these Terms of Use (collectively, the “Terms“ ).

These Terms together with our Privacy Policy, available on this Site, constitute a binding and enforceable legal contract between GreenClick and you and apply to GreenClick’s and its affiliates’ websites. You may also be bound by other agreements related to your use of the Products and Services such as the AUP and the SLA, defined below, as well as any terms described in an Order Form. In the event of a conflict between the terms on such documents and these Terms, these Terms shall prevail.

You agree to:

2. The Site

The Site provides information regarding GreenClick, our Products and Services, and additional resources and information that we may provide, such as (without limitation), information on future services, website improvements, contact information, videos, text, logos, button icons, graphics or images, copyrighted or patented products data compilations, links and other information and images displayed on the Site (collectively, the “Content”).

You may not:

3. The Products and Services; License

Subject to your compliance with these Terms, GreenClick grants you a non-exclusive, non-sublicensable, fully revocable, non-transferable license to access the Site and Content (“License”) . This License is subject to all restrictions described in these Terms including, without limitation, as described in Section 2.

4. Registration and Customer Account

You may access the Site and certain portions of the Content without registering. However, to download, access, or license the Products and Services, you must create an account and provide log-in credentials and other information described below (the “Account“).

To register, you must either: (a) provide us with certain personal information via our registration portal which may include your full name, e-mail address, username, password, and other identifying information, or (b) submit a signed Order Form via the Site or by email to [email protected] .

Your Account is password-protected. To protect the security of your personal information available, you must safeguard and not disclose your Account log-in details and you must supervise the use of such Account.

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

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].