License Agreement

Bisan Systems Ltd.
Hereafter referred to as (“The First Party”).

AND

The User
Hereafter referred to as (“The Second Party”).

Whereas the First Party owns, operates, and runs a Cloud Based Enterprise Resource Planning (ERP) application and services, (collectively referred to as “the Services”). These Services shall include the use of the First Parties servers, applications, and hosting of same, providing backup and other services that will endeavor to ensure to the extent possible under the circumstances the confidentiality and security of the Second Party’s information;

And whereas the Second Party is interested in subscribing to the Services provided by the First Party;

And whereas the First Party agrees to provide the Second Party with these Services in accordance with the terms and conditions of this agreement;

And whereas the Second Party agrees fully and irrevocably to the terms and conditions of this agreement;

Therefore, both parties have agreed to the following terms and conditions:

The preamble of this agreement shall be considered an integral part thereof.

Cloud ERP as referred to under the Services, shall mean for the purposes of this agreement “Bisan ERP Edition”, as updated and revised from time to time based on the sole discretion of the First Party and in accordance with the current price list in use.

The First Party shall grant the Second Party the full right to use its Services. These Services shall include managing the Second Party’s financial data on the World Wide Web in accordance with this agreement, which includes the following:

• Usage of the First Party’s Servers’ and applications;
• Hosting of the Second Party’s data;
• Providing backup services on a daily and weekly basis; and
• Providing the available firewalls and anti-virus protection.  

It is hereby agreed on between both parties that the First Party does not in any way, shape, or form transfer title and/or ownership and/or restrict and/or encumber its ownership and usage rights of the software and/or documentation and/or patents, and/or copyrights, and/or trademarks, and/or trade secrets and/or other proprietary rights applicable thereto to the Second Party.

General Practices Regarding Use, Storage and Service Access:    
First Party may establish from time-to-time general practices and limits concerning use of the Services. The Second Party agrees that the First Party has no responsibility or liability for the deletion or failure to store or maintain any information and other communications or other Content maintained or in the event of an error with the Services. The Second Party acknowledges that the First Party reserves the right to change these general practices, limits and maximum storage at any time, in its sole discretion, provided that a notice in advance is sent to the Second Party informing it of such changes.

Modifications to the Services or Agreement:
First Party reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) at reasonable notice to the Second Party.

Second Party agrees that First Party shall not be liable to any third party for any modification, suspension or discontinuance of the Services. The Second Party shall indemnify the First Party for any such claims.      

The Second Party agrees that the liability of the First Party under the Agreement shall be limited and capped to the yearly subscription fee paid to the First Party. The liability of the First Party under the Agreement shall in no way, form or manner be construed to exceed the yearly subscription fee.  

First Party may specify from time to time the version(s) of related products required in order to use the Service.

Yearly Subscription Fees:

The First Party reserves the right to modify its fees from time to time provided that an advanced notice is sent to the Second party.

Yearly Subscription fees are due and paid in full at the beginning of each subscription year, whereby the Second Party will receive a 30-day advance notice of the date of yearly subscription fees expiry.

The First Party shall have the right to terminate this agreement and close the account in the event of non-payment of the annual subscription fees.

Termination:
The Second Party acknowledges and agrees that the First Party may suspend or terminate the account and/or deny access to, use of, or submission of data for, all or part of the Services, without prior notice, if the Second Party engages in any conduct that First Party believes, in its sole discretion: (a) violates any term or provision of the Terms of the Services, (b) violates the rights of First Party or third parties, (c) or its otherwise inappropriate for continued access and use of the Services, or (d) any illegal activity.     

The Second Party acknowledges and agrees that the First Party will deny access for submission of data, and all or part of the Services, if the Second Party fails to pay its yearly subscription fees within 30 days from the due date.

Further, the Second Party agrees that the First Party shall not be liable to the Second Party or any third-party for any termination of Second Party’s access to the Service.  

Retention of records after termination:

Upon termination of the agreement, the First Party may retain information belonging to the Second Party for one account only, for a period of five years (the ‘Retention Period’),  should the Second Party wish to retain read-only access during the Retention Period. After the Retention Period, the First Party becomes entitled to dispose of or destroy the information as it sees fit. 

The Second Party may request the deletion of its data following the termination of this agreement provided that such a request is conveyed in writing within thirty (30) days after Termination.

Representations and Warranties:
The Second Party represents that, to the best of their knowledge and belief, the use of the Service does not directly or indirectly infringe the legal rights of any third party. Second Party further represents and warrants that all information provided by Second Party in connection with its subscription is accurate and reliable.

General:

This Agreement supersedes all prior agreements and understandings between the parties related to the subject matter herein and is intended by the parties to be the complete and exclusive statement of the terms of their Agreement. Any unauthorized proposed variations from or additions to this Agreement contained in any other future communication will be null and void unless agreed to in writing by an authorized representative of the First Party or permitted under this Agreement.

First Party shall not be considered in default in performance of its obligations hereunder if performance of such obligations is prevented or delayed by acts of God or government, war, riots, acts of civil disorder, labor disputes, failure or delay of transportation or telecommunications, or any other similar cause or causes beyond its reasonable control which may or may not be considered to be as “Force Majeure”.

This Agreement shall be governed exclusively by the laws of Palestine, and the courts of Ramallah shall have the exclusive right of jurisdiction in all cases.

It is hereby agreed upon that the First Party will offer technical assistance during the normal working hours of the First Party.

The Second Party is responsible for maintaining the confidentiality of its account, and is fully responsible for all activities that occur under it. Second party agrees to:

1- Immediately notify First Party of any unauthorized use of any assigned or created password or any other breach of security.

2- Ensure that proper signing out from the account at the end of each session.

Responsibility for Content:
The Second Party understands that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such Content originated. This means that the Second Party, and not the First Party, is entirely responsible for all Content that Second Party upload or otherwise transmit via the Services. The First Party does not control the Content uploaded or otherwise transmitted by the Second Party via the Services and, as such, does not guarantee the accuracy, integrity or quality of such Content.

The Second Party irrevocably acknowledges and agrees that the First Party shall maintain and save the electronic records of the Second Party as-is and that such records will be accessible as regulated in this agreement, 

 

It is hereby agreed upon that the First Parties electronic records, entry logs and any other document that prove times of entry into the account by the Second Party shall be considered accurate, conclusive and final and the Second Party relinquishes any right to challenge such logs in any way shape or form.