End User Trial License Agreement
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This End User Trial License Agreement (“Agreement”) constitutes a valid and binding agreement between Comm-IT Software Ltd., an Israeli corporation with its principal place of business at B.S.R. City, Building I, 3rd floor, Jabotinsky corner of 2 Rabin St., Petah Tikva 4959244, Israel (“Comm-IT” or “Company”), and the individual or entity downloading, accessing or using the Software made available by Comm-IT for evaluation purposes (“End User”), effective as of the date End User first accesses the Software (the "Effective Date"). If End User is subject to a separate written Master Agreement with Comm-IT, this Agreement governs only the trial/evaluation use, and in the event of conflict regarding such trial use, this Agreement shall control.

  1. Scope of Agreement. Comm-IT develops and makes available certain proprietary application software (“Software”) to end users for evaluation purposes. This Agreement governs End User's trial access to and use of the Software and related documentation.
  1. SOFTWARE LICENSE.
  • License Grant. Subject to the terms and conditions of this Agreement, Comm-IT hereby grants End User a limited, non-exclusive, non-transferable, non-sublicensable right to access and use a single instance of the Software solely for internal, non-production evaluation and testing purposes during the Trial Period (as defined in Section 5), strictly in accordance with the documentation provided by Comm-IT (the “Documentation”). End User shall not use the Software for any production, commercial, or business-critical purposes. No rights are granted except as expressly set forth herein, and End User has no right or expectation to continue use beyond the Trial Period. End User acknowledges that the Software is pre-release or evaluation software, that it may contain errors or deficiencies, and that End User has not relied on any representations regarding future functionality, availability, product roadmap, or commercial release in entering into this Agreement.
  • Restrictions; Unauthorized Use. Except as expressly permitted under this Agreement, End User shall not, and shall not permit any third party to: (a) use the Software for any production, live, or business-critical purpose; (b) sublicense, sell, resell, transfer, assign, distribute, lease, rent, timeshare, outsource, provide managed services with, or otherwise commercially exploit the Software; (c) copy or deploy the Software on any public or distributed network or outside End User’s internal evaluation environment; (d) conduct or disclose any benchmarking, competitive analysis, or performance testing of the Software without Comm-IT's prior written consent; (e) decompile, disassemble, reverse engineer, or attempt to derive the source code or underlying structure of the Software, except to the limited extent such restriction is prohibited by applicable law and subject to prior written notice to Comm-IT; (f) modify, adapt, translate, or create derivative works of the Software; (g) remove or alter any proprietary notices; (h) use the Software in violation of applicable law or outside the scope of the granted license; or (i) use the Software to transmit unlawful, infringing, malicious or harmful material, interfere with systems or data, or gain unauthorized access to any systems or networks. End User is responsible for all access to and use of the Software under its accounts and shall promptly notify Comm-IT of any unauthorized use or security breach.
  1. CONFIDENTIALITY. “Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that should reasonably be understood as confidential by its nature and circumstances of disclosure. Without limitation, Comm-IT’s Confidential Information includes the Software, Documentation, access credentials, technical information, evaluation materials, pricing, business information, and the terms of this Agreement. The Receiving Party shall use Confidential Information solely for purposes of this Agreement, shall not disclose it to any third party except to its employees and contractors with a strict need to know and bound by written confidentiality obligations, and shall protect it using at least reasonable care. If disclosure is required by law, the Receiving Party shall, to the extent legally permitted, provide prior written notice and reasonable cooperation to seek protective treatment. The foregoing obligations shall not apply to information the Receiving Party can demonstrate was lawfully known without restriction, becomes public without breach, is lawfully received from a third party without breach, or is independently developed without use of Confidential Information. End User acknowledges that unauthorized disclosure of Comm-IT’s Confidential Information may cause irreparable harm for which monetary damages would be insufficient, and Comm-IT shall be entitled to seek injunctive and equitable relief without the requirement to post bond, in addition to any other remedies available at law.
  1. PROPRIETARY RIGHTS. Comm-IT and its licensors retain all right, title and interest, including all intellectual property rights (including copyrights, patents, trade secrets and trademarks), in and to the Software and any results of Services. Except for the limited evaluation rights expressly granted, no ownership or other rights are transferred to End User. Certain third-party or open-source software components (“Third Party Software” and “FOSS Software”) may be provided with or embedded in the Software but are not part of the Software and are subject to their applicable license terms; their respective licensors are intended third-party beneficiaries of this Agreement. To the maximum extent permitted by law, End User hereby grants Comm-IT a worldwide, perpetual, irrevocable, royalty-free, transferable right and license to use, incorporate, exploit and commercialize any feedback, ideas or suggestions provided by End User relating to the Software, without restriction or obligation.
  1. TERM AND TERMINATION. The trial period under this Agreement begins on the Effective Date and continues for thirty (30) days unless earlier terminated (the “Trial Period”). This Agreement and all rights granted hereunder automatically expire at the end of the Trial Period without notice. Comm-IT may terminate this Agreement and End User's access immediately at any time, for any reason or no reason, without notice or liability. End User may terminate at any time by ceasing all use of the Software. Either party may terminate immediately upon written notice if the other party commits a material breach that remains uncured for seven (7) days after written notice, or if the other party becomes subject to insolvency proceedings, receivership, or similar events. Comm-IT shall have no obligation to retain, export, return, or maintain any End User data following expiration or termination of the Trial Period and may delete all such data at any time thereafter without liability. Upon expiration or termination, all rights granted to End User shall immediately terminate, and End User shall destroy any copies of the Software and Documentation within End User’s possession and control. Each Receiving Party will return or destroy, at the Disclosing Party’s option, the Disclosing Party’s Confidential Information in the Receiving Party’s possession or control. Sections 2.2, 3, 4, 6, 7, 8, 9 and 10 shall survive any expiration or termination of this Agreement.
  1. DISCLAIMERS OF WARRANTIES. THE SOFTWARE AND ANY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. COMM-IT MAKES NO REPRESENTATIONS, WARRANTIES, INDEMNITIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUALITY, ACCURACY, AVAILABILITY OR SUITABILITY. COMM-IT DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. SUBJECT TO SECTION 8 (LIMITATION OF LIABILITY), COMM-IT SHALL HAVE NO LIABILITY ARISING OUT OF OR RELATED TO THE SOFTWARE OR SERVICES, AND SHALL HAVE NO OBLIGATION TO DEFEND, INDEMNIFY OR HOLD HARMLESS END USER OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT OR OTHERWISE. THE SOFTWARE IS PROVIDED FOR EVALUATION PURPOSES ONLY, AND END USER USES IT ENTIRELY AT ITS OWN RISK.
  1. Indemnification. End User shall defend, indemnify and hold harmless Comm-IT and its affiliates, officers, directors, employees, licensors and contractors from and against any third-party claim, demand, action or proceeding, and any related damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees), arising out of or in connection with: (i) End User’s use of the Software or Documentation; (ii) End User’s breach of this Agreement (including Section 2.2); (iii) End User’s violation of applicable law or third-party rights; (iv) End User’s negligence or willful misconduct; or (v) End User’s collection, processing or disclosure of personal data.
  1. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMM-IT BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, OR BUSINESS INTERRUPTION, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL AGGREGATE LIABILITY OF COMM-IT ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SOFTWARE SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY END USER TO COMM-IT FOR THE TRIAL LICENSE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; WHERE THE TRIAL LICENSE IS PROVIDED FREE OF CHARGE (AS IS TYPICAL), COMM-IT’S TOTAL LIABILITY SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100). THE FOREGOING LIMITATIONS SHALL NOT APPLY TO (I) LIABILITY ARISING FROM END USER'S BREACH OF SECTION 2.2 (RESTRICTIONS), (II) END USER'S UNAUTHORIZED USE OF THE SOFTWARE, OR (III) END USER'S INFRINGEMENT OR MISAPPROPRIATION OF COMM-IT'S INTELLECTUAL PROPERTY RIGHTS, FOR WHICH END USER SHALL REMAIN FULLY LIABLE. THE PARTIES ACKNOWLEDGE THAT THE SOFTWARE IS PROVIDED FOR EVALUATION PURPOSES ONLY, THAT THE US$100 CAP REFLECTS THIS ALLOCATION OF RISK, AND THAT THESE LIMITATIONS ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
  1. FORCE MAJEURE. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay is caused by events beyond its reasonable control, including acts of God, war, terrorism, government action, natural disasters, epidemics, pandemics, labor disputes, or telecommunications failures, including acts of God, war, terrorism, government action, natural disasters, epidemics, pandemics, labor disputes, or telecommunications failures (each, a “Force Majeure Event”); provided that the affected Party gives prompt notice to the other Party and uses reasonable efforts to resume performance.
  1. General Provisions; Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without giving effect to its conflict of laws principles. The competent courts located in Tel Aviv-Jaffa, Israel shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of such right. If any provision of this Agreement is held to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. Comm-IT may modify this Agreement upon notice or publication, and continued use of the Software following such notice shall constitute acceptance of the modified terms. The rights and remedies of the Parties are cumulative and in addition to any other rights available at law or in equity. Nothing in this Agreement creates any partnership, joint venture, employment or agency relationship between the Parties. Comm-IT may perform its obligations through affiliates or subcontractors worldwide, provided it remains responsible for their performance. End User may not assign or transfer this Agreement without Comm-IT’s prior written consent, and any attempted assignment without such consent shall be null and void; Comm-IT may assign this Agreement without restriction. No third-party beneficiaries are intended under this Agreement except as expressly provided in Section 4 with respect to Third Party Software licensors.

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