General Terms & Conditions

These General Terms and Conditions govern the use of the NURO’s Software (as defined below), which is the property of NURO Secure Messaging Ltd. (“NURO“) and is protected, inter alia, by copyright laws. The Purchase Order submitted to NURO (the “PO“), using a Purchase Order Document or NURO’s on-line subscription, will specify the client’s identity and details (“Client“), the licensing model (on premise installation or cloud-based SaaS model) (the “Licensing Model“), the quantities selected, the Services selected (the “Services“), NURO’s fees and charges (the “Fees“), the term of the agreement between the parties (the “Term“) and other details of the Client’s order. The PO and these General Terms and Conditions (including all exhibits and annexes thereto) will constitute the complete agreement between NURO and the Client (the “Terms and Conditions” or the “Agreement“). Execution of the PO or use of the Software by the Client will conclusively indicate Client’s acceptance of these General Terms and Conditions. If there is any conflict or inconsistency between these General Terms and Conditions and the PO, the PO shall prevail.

The Software

NURO’s Software is a secured messaging platform for professional purposes, which enables real time communication within organizations and out of organizations, with co-workers, partners, clients, and other third parties, which belong to the Client’s organization or to other organizations (respectively, the “Users” and the “Software“). The Software is comprised of server (whether provided via on premise installation or cloud-based SaaS model) and messaging user applications.

The Software is based on “chat rooms”, which are operated, managed and maintained by the organization with which the user who initiated the chat room is associated. Users may communicate both with (i) other users within their organization in their organization’s chat room(s), and (ii) users of other organizations (“External Users” and “External Organizations” respectively) within either their organization’s chat room(s) (should they invite the External User to their organization’s chat room) or the External Organization’s chat room(s) (if they are invited by an External User to such External User’s External Organization’s chat room). Client is responsible for all acts or omissions of Users which are related or affiliated with the Client, including, without limitation, acts or omissions of Users which belong to the Client’s organization, in the Client’s chat rooms

Authorized Representative

You are accepting these Terms and Conditions on behalf of the Client, which is your employer or another entity you are affiliated with, and therefore you represent and warrant that: (i) you have full legal authority to bind the Client to these Terms and Conditions; (ii) you have read and understood this Agreement; and (iii) you agree, on behalf of the Client to this Agreement. If you don’t have the legal authority to bind the Client, please do not accept these Terms and Conditions (or, if applicable, do not sign this Agreement).

Intellectual Property and License

NURO retains all right, title, and interest in and to the Software (including all related intellectual property rights). Subject to the Client’s compliance with the Agreement, and during the Term, NURO hereby grants Client a limited, non-transferable, non-exclusive, non-assignable, non-sub-licensable, personal license to use the Software for non-commercial uses, provided that Client will not alter or modify any part of the Software. The Software may not be downloaded, accessed, used or installed on or for a number of Users exceeding the number of licenses granted as set forth in the PO. Except as expressly provided herein, no other rights or licenses, expressed or implied, are granted to Client by NURO with respect to the Software, including any proprietary information, patent, copyright, trademark, trade secret, or other intellectual property right, whether registered or not. Without limiting the foregoing, Client may not, and may not permit or aid others to: (i) use the Software for any purpose other than the purpose explicitly set forth herein; (ii) copy, alter, translate or reproduce the Software; (iii) modify, publish, sell, distribute, assign, pledge or transfer (by any means), display, sublicense, rent, lease or otherwise share the rights granted under this Agreement; (iv) reverse engineer, de-compile, modify, revise or disassemble the Software or any part thereof, or create derivative works thereof, or extract source code from the object code of the Software, or access the Software in order to build a competing product or service; (v) use the Software in any manner that is illegal or not authorized by this Agreement; or (vi) grant access to the Software to third parties or attempt to do so or purport to be entitled to do so.

All right, title and interest in the Software and any materials provided by NURO to the Client, and any development or derivative thereof, including without limitation, all copyrights, trade secrets, and other intellectual property rights pertaining thereto shall remain vested in NURO and its licensors and this Agreement does not convey to Client any interest in or to the Software, except for a limited right of use as set forth herein, terminable in accordance with the terms of the Agreement.

All photos, texts, scripts, designs, graphics, logos, audios, videos, songs, interactive features, trademarks, service marks, trade names and other content (“Content”) used, displayed, included, incorporated, uploaded, posted or published by NURO or other third parties, as part of the Software (other than User Content (as such term is defined below)), are the sole property of NURO and/or its licensors (“NURO’s Content”), subject to copyright and other intellectual property rights under applicable laws, and Client may not use, download, distribute and/or copy them, in whole or in part, without the prior written permission of NURO or any relevant third party.

If Client provides NURO with feedback or suggestions regarding the Software, such feedback and suggestions shall become NURO’s property and NURO may use them at its sole discretion, without any obligation to compensate Client in any manner.

Third Party Materials

The Software may contain software or other materials provided by third parties (including “open source” software) (“Third Party Materials“). The license terms, copyright notices and available source code with respect to Third Party Materials can be found at http://www.NURO.im/third-party-materials. Use of such Third Party Materials shall be governed by the license agreements specific to each such Third Party Material, provided, however, that in addition to any terms and conditions of any third party software license as set forth in the abovementioned webpage, and without derogating from such terms, the disclaimer of warranty and limitation of liability set forth herein shall apply to all software. If the Software contains any software provided by third parties not noted in the abovementioned webpage, the restrictions contained in this Agreement shall apply to all such third party software providers and third party software as if they were NURO and the Software, respectively. By using the Software Client agrees to the licenses that apply to any Third Party Materials.

Prior to installing any part of the Software, Client may be required to install additional third party software, if such third party software is not already installed on Client’s hardware or devices. This third party software is separate and independent of the Software. The use of such software is not governed by this Agreement, and shall be governed only by the license agreements specific to such software, to which NURO is not a party. No legal relationship shall be formed between NURO and Client with respect to such third party software. IN NO EVENT SHALL NURO BE LIABLE FOR ANY DAMAGE CAUSED BY SUCH SEPARATE AND INDEPENDENT THIRD PARTY SOFTWARE. SUCH SOFTWARE IS PROVIDED “AS IS”, WITHOUT ANY WARRANTY BY NURO.

Client’s Obligations

Client shall provide NURO with all reasonable cooperation in relation to this Agreement and each PO, and comply, and be responsible and liable for the Users’ compliance with the terms of the Agreement and all applicable laws and regulations (including, without limitation, Users associated with External Organization which are active in the Client’s chat rooms). All Users shall further comply with the “End User Terms of Use”, which appear at http://www.NURO.im/eula, as may be amended, supplemented or replaced from time to time by NURO.

Client shall carry out all Client’s responsibilities set out in this Agreement or the PO in a timely and efficient manner. In the event of any delays by the Client, NURO may adjust any agreed timetable or delivery schedule as reasonably necessary.

Client is solely responsible for obtaining, maintaining and operating (i) the User’s devices (including, without limitation, smartphones, tablets and computers); and (ii) in case of on premise Licensing Model, the servers and any related equipment, hardware, software, backup systems, security systems and measures or ancillary services (the “Client’s Infrastructure“). Client shall be solely responsible and liable for any fees charged by third parties in connection with the Client’s Infrastructure. Client’s Infrastructure shall, at minimum, meet the specifications set forth in the PO. Client shall be solely responsible for procuring and maintaining its network connections and telecommunications links, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet. NURO shall have no responsibility or obligation in connection with the above. Without limiting the generality of the aforementioned, NURO is not responsible for any delays, delivery failures, or any other loss or damage resulting from the storage or transfer of data over communications networks and facilities, including the internet, and to the performance of any third-party communication or storage provider, and the Client acknowledges that the Software may be subject to interruptions, limitations, delays and other risks associated with the use of such storage and communications facilities.

Client is solely responsible for responding to any claims, requests and demands by the Users or any other third party related to the Client. NURO will, to the extent allowed by law, promptly notify Client of its receipt of a User or such related third party claim, request or demand and comply with Client’s reasonable requests regarding the handling to such claim, request or demand. Client is responsible for all acts or omissions of Users which are related or affiliated with the Client, including, without limitation, acts or omissions of Users which belong to the Client’s organization, in the Client’s chat rooms or in External Organization’s chat rooms, and to all acts and omissions of External Users in connection with the Client’s chat rooms. Without derogating from NURO’s rights under this Agreement and under applicable law, Client shall indemnify and hold harmless NURO and its subsidiaries, affiliates, directors, officers, employees, agents, and personnel against any losses, liabilities, damages, and expenses to the extent arising out of or related to (i) claims of Users or any other third party related to the Client, including without limitation, to the Client’s Users or chat rooms; (ii) a breach by any User or any other third party related to the Client of this Agreement or the End User Terms of Use.

Company’s Obligations

NURO undertakes that the Software will be provided with reasonable skill and care.

This Agreement shall not prevent NURO from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

User Content

While using the Software, Users may upload, publish, display and transfer data, information, files, documents and other Content to third parties, as well as submitting and publishing profile photos (“User Content”). NURO is not directly involved in any communication between Users, and shall have no liability or responsibility with respect to any User Content. Client shall be solely responsible and liable for any User Content that Users will publish, send, transfer or share via the Software (in the Client’s chat rooms or in External Organization’s chat rooms) and for any damage or loss resulting therefrom and shall comply in all respects with any and all applicable laws, regulations and industry guidelines applicable to the processing of User Content. NURO shall have no right in the User content, except for the minimal rights required in order to facilitate the use of the Software and shall not use the User Content for any other purpose.

Client shall ensure that the Users are entitled to transfer the User Content, including, to the extent applicable (mainly in SaaS Model), to NURO so that NURO may lawfully use, process and transfer the User Content. Client shall ensure that the Users and any relevant third parties have been informed of, and have given their explicit consent to, such use, processing, and transfer as required by any and all laws, regulations and industry guidelines applicable to the processing of personal information, and shall comply with all other laws, regulatory requirements or codes or practice governing the use, storage or transmission of such personal information. Client shall indemnify and hold harmless NURO or anyone on its behalf from any liability, cost, damage and expense (including reasonable legal fees) caused in connection with the User Content.

Support

NURO offers a Support & Maintenance Package (“SMP”) for the Software, as set forth in the PO and the Service Level section below, and subject to the terms thereof. Under the SMP, Client is eligible to receive the version of the Software edition that Client has licensed and all maintenance releases and updates for that edition that are released during the Term, to the extent released. Maintenance releases, updates and upgrades may or may not include additional features. NURO is not obligated to release any updates or upgrades of the Software, at any time whatsoever.

If NURO, in its discretion, requests written verification of an error or malfunction discovered by Client or requests supporting example files that exhibit a Software problem, Client shall promptly provide such verification or files, by email, telecopy, or overnight mail, setting forth in reasonable detail the respects in which the Software fails to perform. Client shall use reasonable efforts to cooperate in diagnosis or study of errors. NURO may include error corrections in maintenance releases, updates, or any other releases of the Software. Technical support only covers issues or questions resulting directly out of the operation of the Software and NURO will not provide any generic consultation, assistance, or advice under any circumstances.

Updating Software may require the updating of software not covered by this Agreement before installation. Updates of the operating system and application software not specifically covered by this Agreement are Client’s responsibility and will not be provided by NURO under this Agreement.

NURO shall be under no obligation to provide any technical support if, in NURO’s opinion, the Software has failed due to the following conditions: (i) damage caused by the relocation of the Software to another location or CPU in case of on premise Licensing Model; (ii) alterations, modifications or attempts to change the Software by Client of Users; (iii) causes external to the Software, such as natural disasters, the failure or fluctuation of electrical power, or Client’s equipment failure.

Service Level

Subject to the terms and conditions of NURO’s General Terms and Conditions, NURO shall use all commercially reasonable endeavours to make the Software available continuously. In case of malfunction or interruption in the service availability, a support ticket should be filled and submitted by the Client.

Support tickets can be opened by any end-user, through the NURO User Application or from NURO’s website (https://www.NURO.im/support/) or by submitting an email to support@NURO.im

NURO offers support in English only.

Support is provided during normal Business Hours (9.00 am to 5.00 pm Eastern Standard Time), on Business Days (Mon-Fri excluding US government recognized holidays).

Response to support tickets will be provided according to its severity. NURO shall respond to and use its reasonable commercial efforts to resolve problems in accordance with the severity levels indicated below as detailed below:

Category Level 1 – Unplanned interruption rendering the Software un-available; no work-around – 2 Business Hours Response Time. Category Level 2 – Unplanned interruption rendering the Software un-available; work-around available – 8 Business Hours Response Time. Category Level 3 – Software is un-Available for a single User or small percentage of Users affected – 24 Business Hours Response Time. Category Level 4 – All other support cases – 48 Business Hours Response Time.

Payments

In consideration for the Software license and any services which NURO may provide Client, Client shall pay to NURO the Fees set forth in the PO, in the currency set forth in the PO. In addition to such amounts, Client shall pay NURO an amount equal to any applicable sales, use, property, value-added, or any other taxes, except income tax, resulting from any transaction contemplated hereunder. Client shall pay each invoice according to the payment terms set forth in the PO. If NURO has not received payment of any sums within twenty (20) days after the due date and does not receive payment within a further period of ten (10) days from the date of written notification of non-payment, then without prejudice to any other rights and remedies of NURO, NURO may suspend the access to the Software, suspend any of the Services, and/or terminate this Agreement. Furthermore, if the Client fails to make a payment when due of any sum payable under this Agreement, the liability of the Client shall be increased to include interest on that sum from the date when such payment was due until the date of actual payment at a rate equal to 1.5% per month or the maximum interest rate allowed by applicable law, whichever is less, without derogating from any right or remedy of NURO under any applicable law.

Confidentiality

Each Party (“Receiving Party”) shall keep confidential and shall not disclose to any third party any Confidential Information (as such term is defined below) which it has acquired from the other Party (“Disclosing Party”) and shall only use such Confidential Information for purposes in connection with this Agreement. Such confidentiality obligation shall continue after the termination of the Agreement. It is hereby clarified that User Content shall not be deemed information acquired by NURO and NURO’s obligation with respect to the security shall be in accordance with the section captioned “Security” below.

Client acknowledges that the Software contains confidential and proprietary information and trade secrets of NURO and agrees to keep the Software confidential. Client further acknowledges that any unauthorized disclosure, use, or copying of the Software may cause NURO serious financial loss.

Confidential Information” means any know-how, any trade or business secrets, any commercial, financial, business, technical or other confidential information of whatever nature relating to the business of a Party (whether written, oral or in electronic or other form) including this Agreement, which is clearly designated by a Party as being confidential (whether or not it is marked as confidential) or of clear confidential nature. Confidential Information shall not include information that: (i) is or becomes publicly known other than through any act or omission of the Receiving Party; (ii) was in the Receiving Party’s lawful possession before the disclosure; (iii) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; (iv) is independently developed by the Receiving Party without use of Confidential Information of the Disclosing Party, which independent development can be shown by written evidence; or (v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

Termination

The Agreement shall be in effect for as long as any PO is in effect and their termination whilst any PO is ongoing shall not take effect until the expiration date and/or termination of the last remaining current PO whereupon it shall automatically terminate.

Without prejudice to any other rights or remedies either Party may have, either Party shall be entitled to terminate this Agreement immediately without liability to the other Party if: (i) the other Party commits a material breach of any of the terms of the Agreement and fails to remedy that breach within 30 days of being notified in writing of the breach; (ii) the other Party files a petition for relief under the bankruptcy code or any other insolvency law or seeks to adjudicate it as bankrupt or insolvent, or seeks dissolution, winding up, liquidation, reorganization, arrangement, adjustment, or composition of it or its debts under any law relating to bankruptcy, insolvency, or reorganization or relief of debtors or fails to file an answer or other pleading denying the material allegations of any such proceeding filed against it; (iii) takes any corporate action to authorize or effect any of the foregoing actions; (iv) makes an assignment for the benefit of creditors; or (v) ceases to be solvent, ceases to conduct its business substantially as now conducted, or is enjoined, restrained, or in any way prevented by court order from conducting all or any material portion of its business affairs. In any of the above circumstances, NURO, may also, at its discretion and without prejudice to any other rights or remedies or NURO, suspend the access to the Software and/or suspend any of the Services.

Upon termination of this Agreement for any reason, (i) each Party will return or destroy, at the other Party’s option, any materials in its possession that contain Confidential Information belonging to the other Party; (ii) Client shall immediately cease, and ensure all Users cease, all use of the Software and all licences granted under this Agreement shall immediately terminate; and (iii) Client shall pay NURO all amounts due prior to the effective date of termination.

Termination of the Agreement shall not prejudice or affect: (i) any right of action or remedy which shall have accrued during the Term; and (ii) any indemnification obligation and any obligation which, by its nature, is intended to survive the termination hereof.

Security

NURO cares about the security of the Software and the User Content, and therefore it uses technical and organizational measures designed to secure the User Content and other data, from accidental loss and from unauthorized access, use, alteration or disclosure. However, there is always risk involved in electronic transmission and storage of information and allowing access to electronic systems. As a result, NURO cannot fully ensure or warrant the absolute security and privacy of your Data, and you acknowledge and agree to these reservations.

Warranty and Disclaimer

NURO warrants that during the Term, and subject to the Client’s compliance with this Agreement, in the event that the Software shall contain any material errors which will prevent the ordinary use of the Software, and subject to the SMP terms set forth in the PO (to extent purchased), NURO shall make reasonable commercial efforts, either to repair or replace such erroneous Software, for no additional cost (in its sole discretion). NURO is not obligated to fix errors that are immaterial. Immaterial errors are those that do not prevent the ordinary use of the Software as determined by NURO in its sole discretion. NURO does not warrant that the Software will be error free or secure, that the use of the Software will be uninterrupted or that it shall meet Client’s requirements. THE WARRANTIES IN THIS AGREEMENT WILL NOT APPLY IF THE SOFTWARE IS MODIFIED IN ANY WAY, OR USED IN ANY WAY INCONSISTENT WITH THIS AGREEMENT. THIS SECTION STATES THE SOLE WARRANTY OF NURO RELATING TO THE SOFTWARE. This warranty shall not apply if the Software is used on or in conjunction with hardware or software other than the unmodified version of hardware and Software with which the Software was designed to be used as described in the PO.

In case of a claim of a third party that normal use of the unmodified Software by Client violates or infringes intellectual party rights of such third party, NURO will, at its sole discretion, either (i) procure a license from such third party, (ii) modify the Software to prevent infringement, or (iii) terminate this Agreement and issue to Client a refund for any payments made by Client in respect of the post-termination period. No other rights or remedies will accrue against NURO.

EXCEPT FOR THE WARRANTY SET FORTH ABOVE, CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SOFTWARE IS AT CLIENT’S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND RESULTS IS SOLELY WITH CLIENT. THE SOFTWARE IS SUPPLIED “AS IS, AS AVAILABLE”, AND WITHOUT WARRANTIES, GUARANTEES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE. NURO DOES NOT WARRANT THAT THE USE OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE OR WILL MEET CLIENT’S SPECIFIC REQUIREMENTS. NURO MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING THE SOFTWARE, THE CONTENT AND THE USE THEREOF, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, SECURITY, COMPATIBILITY, NON-INFRINGEMENT OR COMPLETENESS OF RESPONSES, RESULTS AND LACK OF NEGLIGENCE.

Limitation of Liability

IN NO EVENT SHALL NURO, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES BE LIABLE, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING LABOUR COSTS, LOSS OR CORRUPTION OF DATA OR INFORMATION, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF BUSINESS INFORMATION, PURE ECONOMIC LOSS, OR LOSS OF USE OR OTHER PECUNIARY LOSS, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, THE SOFTWARE OR CLIENT’S USE OF OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY (WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT, NEGLIGENCE, EQUITY, PRODUCT LIABILITY, OR OTHERWISE), AND REGARDLESS OF WHETHER NURO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE.

IN NO CASE SHALL THE AGGREGATE LIABILITY OF NURO AND ITS SHAREHOLDERS, DIRECTORS, OFFICERS AND EMPLOYEES UNDER THIS AGREEMENT OR ARISING OUT OF OR OTHERWISE RELATED TO CLIENT’S USE OF THE SOFTWARE EXCEED THE CONSIDERATION CLIENT ACTUALLY PAID TO NURO FOR THE SOFTWARE IN THE THREE MONTHS PRECEDING THE CAUSE OF THE CLAIM.

WITHOUT DEROGATING FROM THE FOREGOING, NURO ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF NURO CONTENT, (II) ANY UNAUTHORIZED ACCESS TO OR USE OF CLIENT’S SERVERS OR DEVICES AND ANY INFORMATION STORED THEREIN, (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION, LOSS OR LEAK OF DATA OR OTHER COMMUNICATIONS (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, INCLUDING VIRUSES AND TROJAN HORSES WHICH MAY BE TRANSMITTED TO OR THROUGH THE SOFTWARE THROUGH THE ACTIONS OF ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SOFTWARE.

Nothing in this Agreement is intended to exclude liability that cannot be excluded under applicable law (only to the extent such liability cannot be excluded).

Export Controls

Client must comply with all applicable export control laws, rules and regulations of the government of the State of Israel, and the government of the country in which Client installs the Software, or which pertain and/or apply to the Software. Client agrees that that Software will not be shipped, transferred, or exported into any country or used in any manner prohibited by law. Client acknowledges that the Software may contain cryptographic features and is subject to international and local country laws governing import, export, distribution and use of cryptography. In particular, but without limitation, the Software may not be exported or re-exported (a) into any U.S. or Israel embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List or any other restricted party lists of the United States or the State of Israel. By using the Software, Client represent and warrant that Client is not located in any such country or on any such list.

Advertisement

The Client agrees that NURO will be entitled to use the Client’s name and logo for its marketing efforts during the Term.

Force Majeure

Without derogating from any other provision limiting the responsibilities of a Party, neither Party (“Affected Party”) shall have any liability to the other Party under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (excluding those involving the workforce of the Party seeking to rely on this clause), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm (“Force Majeure Event”), provided that the other Party is notified of such an event and its expected duration.

The Affected Party shall: (i) carry out its duties to the best level reasonably achievable in the circumstances of the Force Majeure Event; (ii) take all commercially reasonable steps to overcome and mitigate the effects of the Force Majeure Event as soon as reasonably practicable; and (iii) notify the other party when the Force Majeure Event has stopped.

If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than thirty (30) days the other Party may terminate this Agreement immediately on written notice to the Affected Party.

Terms Specific to SaaS Licensing Model

The terms set forth under this Section shall apply in the event that the Client uses the Software using the cloud-based SaaS Model.

NURO shall use all commercially reasonable endeavours to make the Software available continuously, except for during: (i) planned maintenance carried out during the maintenance window as reasonably established by NURO from time to time, and, in case of any change to the established maintenance window, only after NURO has given the Client written notice at least 3 business days in advance of such window; (ii) unscheduled maintenance, provided that NURO will use reasonable effort to give the Client prior written notice as is reasonable under the circumstances; or (iii) maintenance which may be announced by third party suppliers, such as IBM SoftLayer®, Google, Amazon or other hosing service.

NURO may suspend the access to the Software, in whole or in part, in any event of emergency or other security issue. Such events may include, without limitation, any unauthorized access to the Software or use of the Software in violation of the End User Terms of Use. In the event of any loss or damage to User Content, NURO shall use reasonable endeavours to restore the lost or damaged User Content from the latest back-up of such User Content available to NURO, to the extent available. NURO shall not be responsible for any loss, destruction or alteration of User Content, however caused.

With respect to privacy, NURO and Client shall comply with NURO’s Privacy Policy, available at: http://www.NURO.im/privacy. Client shall take organisational measures against unauthorized or unlawful processing of the personal information or its accidental loss, destruction or damage.

Terms Specific to On-Premise Licensing Model

The terms set forth under this Section shall apply in the event that the Client uses the Software using the On-Premise Model.

Client shall be solely responsible and liable for the Users’ (including, without limitation) Users associated with External Organizations who are active in the Client’s chat rooms) privacy and for compliance with any privacy related laws. Client may have one or more individual Users who are responsible for overseeing the use of the Software, and monitoring the User Content uploaded, posted or transferred, by Users (the “Administrator”). Client is solely responsible to obtain the consent of the Users to such monitoring, for any monitoring performed by it and for compliance with applicable law.

NURO may, from time to time, receive certain data and information regarding the use of the Software, such as technical information regarding its use. Such information shall not include any User Content or any personally identifying information. NURO shall be entitled to freely use such information (i) in connection with the management, operation, maintenance, optimization, improvement and enhancement of the Software; (ii) to provide certain services to Client, including customer service and technical assistance and support, and to respond to questions, comments, requests, and complaints; (iii) to send confirmations, updates, security alerts, support and administrative messages and otherwise facilitate use of, and administration and operation of, the Software. NURO may be required to provide support services, which may be provided through phone, email, online chat or otherwise by NURO. Phone conversations and online chat sessions may be recorded or monitored and we will use such data in the manner mentioned above.

Certain terms with respect to NURO’s access and use of data and information are set forth in NURO’s Privacy Policy, available at: http://www.NURO.im/privacy.

Parties’ Relationship; Third Parties

The Agreement does not, and shall not be construed, to create a joint venture, agency relationship, employment or partnership between the Parties and neither Party shall have the authority to bind the other in any way (including to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

The Agreement does not confer any rights on any person or party other than NURO and the Client.

General

Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Israel, without regard to any conflicts of laws provisions therein, and any dispute arising out of or in connection with this Agreement is hereby submitted to the sole and exclusive jurisdiction of the competent courts in Tel Aviv or Central district, Israel.

This Agreement may only be modified by a written document which has been signed by both parties. No failure of a Party to exercise, and no delay by it in exercising, any right, power or remedy in connection with this Agreement will operate as a waiver of such right, power or remedy nor will any single or partial exercise of any right, power or remedy preclude any other or further exercise of such right, power or remedy or the exercise of any other rights, powers or remedies (whether provided by law or otherwise). No waiver of any breach of this Agreement shall be deemed to be a waiver of any subsequent breach.

If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force, and such provision shall be reformed only to the extent necessary to make it valid, enforceable and legal.

Client may not assign this Agreement, and any rights or obligations hereunder, in whole or in part without the prior written consent of NURO, and any attempt by Client to so assign this Agreement shall be deemed null and void. NURO expressly reserves the right to assign this Agreement to an acquirer of or successor to substantially all of its business assets related to this Agreement and/or to the Software without Client’s consent and without providing the Client any notice. The Client shall not have any lien or set-off right against NURO, and the Client hereby waives any such right.

There are no third-party beneficiaries to this Agreement.

Notices

All notices, requests, demands, and other communications hereunder shall be in writing and delivered in person, by mail, by recognized courier service, or by facsimile to the intended recipient at its address specified in the PO. Either Party may from time to time change its address by giving the other Party notice of the change in accordance with this section. Any notice served personally shall be deemed to have been received on the day of service, any notice sent by registered mail shall be deemed to have been received five business days after being posted (eight – if sent internationally). Any notice sent by facsimile or email shall be deemed to have been received upon receipt of confirmation of receipt, unless sent outside recipient’s normal business hours, in which case, it will be deemed received on the following business day.

Last Updated: May 16, 2016

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