License and Terms of Use Agreement1

Company: Profitech Billing Ltd ID: 516075322 Address: 14 Carlebach St., Tel Aviv.

Hereinafter: “Profitech” or “The company”

Client: ID: Address:

Hereinafter: “The Customer” or “Client'”

Whereas: Profitech holds all rights to grant usage permissions for the software known as Lawyal, operating in a cloud service format as well as within a dedicated application (hereinafter: “the Software”). Profitech has the full right to grant the Customer a non-exclusive, Non-transferable License to use the Software.

And Whereas: The customer wishes to enter into a contract with Profitech and order from it the license to use the software in accordance with and subject to the terms of this agreement.

1. General

Lawyal is a cloud-based software, and the license for its use is granted to law firms according to the SaaS model in the format of a subscription.
The module covered by this agreement is a billing and control module. Should a subscription to additional modules be initiated in the future, the order will be subject to the terms of this agreement and other conditions in Profitech’s pricing proposal.
To use the application that is part of the software, the user must download the application from the virtual stores of Apple and/or Google, and/or any other company that will enable such downloading in the future, in accordance with the terms of use of that company. It is clarified that these companies are not parties to this agreement and are not responsible for the software, its use and support.

2. License

Subject to the payment of the subscription fee, Profitech grants the customer a license to use the software, limited to the period of the agreement, in the form of a subscription. The license is for the customer’s use only.
The license is for the customer’s use only, non-transferable and non-exclusive and will be valid only for the period in which the customer pays Profitech the subscription fee in full.
The license is for all users within the customer’s organization, and the customer can open and close users according to his needs.
This agreement will apply to all users of the software on behalf of the customer and the customer is responsible for using the software in accordance with the license conditions in this agreement.
The license according to this agreement does not permit use by another or additional legal entity other than the customer, except for users on behalf of the customer as specified in this agreement. In the event of a merger, split or change of the legal entity of the customer who purchased the license and signed this agreement, the customer must contact Profitech to receive an updated price quote regarding the license, based on the entities that will use the license after the organizational change.
A user can be an employee of the client, a partner of the client, a contractor or supplier of the client who works with him and is part of his office, but cannot be a third party unrelated to the client’s business.

3. Subscription Fees

The use of the software is subject to the payment of the monthly subscription fee which includes the license to use the software and the basic maintenance fee for the software (as detailed below).
The billing will be done on a monthly basis according to the number of users who are registered in the system on behalf of the client in the software during the calendar month and/or part of it. A “user” is a named user with a personal username (named user) and password relevant to the desktop or application. A user can be an employee of the customer or an independent contractor employed by the customer, but cannot be any third party.
There is no limit to the number of stations which a registered user may log in from, but but the same user cannot log in simultaneously from different stations for security reasons.
The subscription fee rate will be determined according to the company’s price list which will be published annually.
The subscription fee for the customer at the time of signing the agreement, for the first 12 months of the contract, is as detailed in Appendix 1.
The subscription fees will be charged by Profitech on the 1st of each month for the subscriptions that were registered in the previous month.
Profitech will send a detailed invoice by the 5th of each month, detailing the monthly charge based on the number of users registered in the previous month, according to an automatic report generated by the software. This report will serve as confirmation of the number of users.
Profitech will send by the 5th of each month a detailed billing statement about the monthly billing in accordance to the number of registered users in the previous month, according to an automatic report generated by the software. This report will serve as confirmation of the number of users.
The subscription fees include telephone support through the support center as well as updates for modules that license for them was purchased, during the period of the agreement, which Profitech provides to all customers, as detailed in the agreement.
Any request for a change, modification, adjustment, additional report etc. for the customer will be separately charged according to Profitech’s price list valid at that time and against a separate order from the customer.
Initial settings of the software, customization, data migration, and information from other information systems of the customer are not part of the license agreement, and this service must be ordered separately from Profitech.
The payments to Profitech will be paid in addition to any tax or levy applicable to the subscription fees and other payments, including VAT, which will be paid against a tax invoice as required by law.

4. Intellectual Property

All rights in the software, including copyrights and including the software name, content, features, including its source code and machine code, as well as the design and the graphic elements appearing in it, belong exclusively to Profitech.
Profitech declares that it has the right to grant the license according to this agreement, that the software and the customer’s use of it do not and will not violate the intellectual property rights of any third parties (including components subject to open-source licenses) and that no third party has and will not have any claim or demand against the customer in connection with his use of the software.
This agreement is not a sales agreement and does not include any transfer of property, intellectual property rights or ownership rights in relation to the software. The customer acknowledges and agrees that the software and all the ideas, methods, algorithms, formulas, processes and concepts used in the development of the software or integrated into it, all future upgrades, as well as all improvements, editions, corrections, changes and updates of the software, including adjustments and changes specifically ordered from the company by the customer, are the sole property of Profitech. The customer will not have any right, ownership or interest in the software, other than the license to use it in accordance with the conditions specified in this license agreement.
The software constitutes a commercial and professional secret of the company, and the customer hereby undertakes to keep in complete confidentiality all information concerning and related to the software, and not to disclose it except to his employees who need the information for the use of the software. The customer will not disclose, transfer or give to others the information related to the software and shall not use the information in any manner.
The customer undertakes that he will not transfer and/or share and/or market and/or sell the software and/or any part of it and/or information related to it and/or a copy of it to a third party. The client undertakes that he will not allow the use of the software, for consideration and/or without consideration, to a third party and/or to lawyers who are not part of the client’s law firm team. The customer undertakes that he will not make, either by himself or through others directly and/or indirectly, any addition, change and/or adjustment of any kind in the software.
Profitech is entitled to sell the software or the rights to it at its sole discretion and transfer or assign its obligations under this agreement and/or enter into a commercial agreement in relation to it, provided that the customer’s rights under this agreement will not be affected. Any consideration or benefit received in connection with the software, including commercial transactions, will belong to Profitech only.
The customer has no right to perform, and will not perform or assist others in performing, the following: (a) reverse assemble, reverse engineering, modify, change, replace, or decompile all or part of the software or otherwise reveal the source code of the software; (b) use the software on a time-sharing basis or provide services to third parties through the software, including outsourcing legal services, and in general, no provision of software as part of a law firm service agreement or collaboration between several law firms; (c) distribute, reproduce, copy, rent, lease, sublicense, assign, transfer, sell, or transfer in any other way the software or rights therein.

5. Data storage and Security

Storage

System files and the database are stored on the Amazon Cloud, ensuring separation between each customer’s data. Profitech’s responsibility regarding cloud services is subject to the general terms of Amazon, available at: https://aws.amazon.com/agreement./
The customer declares and confirms that, before signing this agreement, they have reviewed Amazon’s terms of service, capabilities, limitations, and found them suitable for their needs. The customer waives any claim or demand against the company regarding the storage services.
Profitech reserves the right, at its discretion, to change the storage method of system files and the database as long as there is no compromise in security levels. Advance notice of any change in the storage service provider will be provided to the customer.

Backups

The backup solution, based on the cloud service used for database servers (Amazon), is performed automatically and allows returning to any point in time up to 7 days from the execution of the operation.
Additionally, a manual backup is performed with each software version upgrade. The backup itself is stored in the cloud.
Data is backed up daily and kept for up to seven years. The information is saved is complete, meaning any data entered by the customer into the software is saved. The information is stored on the central database of the software.
It is the customer’s responsibility for deleting data, as required.

Data Security

Information on data security measures implemented by AWS can be found at https://aws.amazon.com/security/
The customer declares and confirms that, before signing this agreement, they have reviewed Amazon’s data security measures, terms, capabilities, and limitations, and found them suitable for their needs. The customer waives any claim or demand against the company regarding data security.
The communication between the user (browser) and the server is secured by a signed certificate (https) to minimize the risk of attacks attempting to steal information from requests.
Profitech itself uses accepted information security measures in the development in connection with the application software and follows organizational measures for data security within its workforce. This includes the signing of confidentiality agreements, granting access on a need-to-know basis, implementing information security protocols, and conducting periodic reviews.
Opening and closing user accounts are the responsibility of the customer through the appointed Super User, who will define usernames and passwords for authorized users.
The security of the end equipment, which the customer uses to access the software, is the customer’s responsibility. Saving usernames and access passwords and restricting access to the software to authorized persons on behalf of the customer is the customer’s responsibility.
The customer must ensure that users disconnect from the software at the end of use.

6. Confidentiality:

Profitech will maintain absolute confidentiality of all customer information, including information about the customer, its employees, its customers, its business, computer systems, etc. Access to customer information will only be provided to Profitech employees who have a “need to know” such information on a “need to know” basis.
Profitech declares that it is aware that some of the customer’s information may be protected under attorney-client immunity, and it commits to taking the necessary precautions to prevent any violation of such immunity.

7. Limitation of Liability:

The software is provided to the customer “As Is”, and Profitech does not grant any explicit or implied warranty regarding the software. Profitech does not guarantee and/or declare that the software will meet the customer’s requirements or that its operation will be without defect and/or error and/or that the software is suitable for use for the needs of any specified. Profitech’s responsibility is limited as explicitly detailed in this license agreement. No distributor, agent, or employee of Profitech is authorized to provide any representation or commitment other than Profitech’s obligations under this license agreement. The software is a tool to assist in the management of a law firm but is not a substitute for the use of judgment by the client and decision-making by the client.
Profitech takes reasonable measures to secure the software and ensure its proper operation. However, Profitech and any of its representatives will not be held responsible for any interruption, delay, loss of data, data theft, damage to information, computer damage, infrastructure damage, cloud disruption, interference, virus, Trojan horse, malicious software, malfunction, hardware and/or software failure, or any security breach, regardless of the cause, resulting in damage to the customer, including his damages and expenses. The use of the software is done at the sole responsibility of the customer. The aforementioned shall apply even if Profitech anticipated and/or was able to anticipate the aforementioned failure and/or result.
In no event shall Profitech be liable for any indirect, consequential, special, punitive, or incidental damages, resulting from the use or inability to use the software, loss of information, damage to information , data theft, any software failure, or any other result, including but not limited to loss of profits, loss of business, loss of data, damage to reputation , or coverage cost, even if warned of the possibility of such damages.
If determined by a competent court that, notwithstanding the above, Profitech and any representative shall be liable to the customer for any use of the software and any damages caused to the customer, then it is agreed that the maximum liability of Profitech and all of its representatives combined towards the customer regarding the software and any damages shall not exceed the amount paid by the customer to Profitech for the last 12 months preceding the claim. This limitation of liability shall apply whether the claim arises under contract, tort of any kind (including negligence), strict liability, breach of confidentiality, information security, privacy violation or any other law. This provision does not limit or exclude any liability that cannot be limited or excluded under applicable law.
Profitech will not be held liable for any breach of the agreement or damages in cases beyond its reasonable control.
Notwithstanding anything to the contrary in this clause, the limitation of liability shall not apply in the following cases: (1) damage caused maliciously by Profitech; (2) third-party claims against the customer for intellectual property rights infringement in connection with the use of the software.

8. Limitation Period for Claims

Any claim related to this license, the software, or this agreement shall expire 18 months from the date the cause of action is discovered.

9. Agreement Period and Termination

Agreement Period: This agreement is in effect as long as the customer pays the monthly subscription fees.
The customer may terminate this agreement by giving a written notice of at least 30 days, which will take effect on the 1st of the first month starting at the end of the 30 days’ notice.
Profitech may terminate this agreement with a written notice of at least 90 days, which will take effect on the 1st of the first month starting at the end of the 90 day’s notice.
Upon termination or expiration of the agreement, the license granted to the customer under this agreement will terminate immediately, and the customer will cease using the software.
Upon termination of the agreement, Profitech will provide the customer with a copy of the backup data accumulated (for a period of up to seven years back) and documentation of the data in Excel format. Within 90 days of providing the data, Profitech will permanently delete the backed-up information, except for information in backup files, which will be deleted according to Profitech’s backup policy.
If the customer violates a provision of the provisions of this license agreement concerning the licensing conditions, including failure to pay on time or stop paying the subscription fees, Profitech will be entitled to notify the customer of the termination of the agreement within 14 days, Automatic termination of the license will occur, and the customer will not be allowed to use the software after 14 days, without detracting from the rights of Profitech according to any law and agreement.

10. General Terms

The customer may not assign and/or transfer this agreement to a third party and/or share any third party in the use of the software, without the prior written consent of Profitech.
If any provision of this agreement is invalid or unenforceable, such provision must be interpreted, limited or modified or, if necessary, separated from the agreement, to eliminate its invalidity and unenforceability, while the other terms of this agreement will remain in full force.
This license agreement and its appendices constitute a binding agreement between Profitech and the customer, superseding any verbal or written representations or agreements or commitment made by either party.
No waiver, omission, or delay by Profitech in enforcing its rights under this license agreement shall be construed as a waiver unless expressly made in writing.
This agreement and its interpretation are subject to Israeli law. Exclusive jurisdiction for any matter arising from this agreement is granted to the competent courts in Tel Aviv. Before resorting to the courts, the parties will attempt to resolve any dispute through direct negotiations for a minimum period of at least 30 days. If negotiations fail, the parties may then seek resolution through mediation with a qualified mediator. Notwithstanding the above, in case of a breach of the license terms of the software and/or infringement of Profitech’s intellectual property, Profitech may take immediate action, including legal proceedings, without the need for negotiation or mediation.
The section headings in this license agreement are for convenience of reference only, are not part of the terms of the agreement, and have no effect on their interpretation.

11. Versions

Profitech will update software versions periodically, including various changes designed to improve user convenience and enhance software capabilities. Such changes will be made at the sole discretion of Profitech.
Customers with a valid agreement are entitled to receive a license for the updated version intended for all customers, including modules for which the customer has subscribed, at no additional cost. Profitech reserves the right to define additional features and/or new modules for an additional fee, and in such cases, obtaining usage rights is subject to ordering and payment for the use of the additional module.
Each version update will be accompanied by explanations sent to customers in writing.
It is clarified that Profitech supports only the current and one prior version of the software. A customer who does not install the latest updated version may not receive support services and/or software fixes.

12. Customer Service

Profitech will provide users with a support center that offers ongoing assistance regarding the use of the software. The center will be available to customers on weekdays between 09:00 and 17:30. Profitech reserves the right to change customer service hours and contact methods.
In the case of serious malfunctions that significantly disrupt the use of the software or its core functions, Profitech will promptly take action to correct the malfunction, even beyond the working hours mentioned above, aiming for an efficient solution to the malfunction. The beginning of the handling of a severe malfunction will not exceed four (4) hours from the time of reporting by the customer. A malfunction reported after the support center’s working hours will be considered reported at the beginning of the support center’s next working day.
Customer service is intended for troubleshooting and resolving issues, not for training purposes. A customer requiring training services may order such services separately according to Profitech’s valid price list at the time.
Customer support services do not include a visit to the client’s office and will be provided by telephone or through remote access to the client’s systems.
Customer support services do not cover assistance or services in any of the following cases: (a) performing work, fixes, or changes to the software or attempts to do so by any entity other than Profitech; (b) deliberate acts, vandalism, accidents, and reasons beyond Profitech’s control (force majeure or acts of nature), neglect, or electrical disturbances; (c) communication failures and/or malfunctions in customer systems.

Executed by the undersigned:

In witness whereof the parties have signed:

Profitech Billing Ltd.

________________ Customer

________________