1. Acknowledgment and acceptance
1.1. PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE AND END- USER LICENSE AGREEMENT OF LIGHTRUN’S PRODUCTS AND SERVICES (“AGREEMENT” OR “TERMS”) BEFORE USING OR ACCESSING IN ANY FORM ANY OF THE PRODUCTS, APPLICATIONS, AND/OR SERVICES AVAILABLE THROUGH OR IN CONNECTION WITH LIGHTRUN’S PRODUCTS, E.G., THE REAL-TIME DEBUGGER (HEREINAFTER THE “PRODUCTS AND SERVICES”). TO THE EXTENT ANY ORDER FORM BETWEEN YOU AND LIGHTRUN INCLUDES ANY ARTIFICIAL INTELLIGENCE PRODUCTS AND/OR SERVICES WHICH MAY BE INTEGRATED OR OTHERWISE PROVIDED BY LIGHTRUN AND/OR A THIRD PARTY (COLLECTIVELY, THE “AI TOOLS”), YOU AGREE THAT YOUR DATA MAY BE SHARED WITH SUCH AI TOOLS AND THE TERMS SET FORTH ON LIGHTRUN’S AI ADDENDUM SHALL APPLY AND GOVERN YOUR USE OF SUCH AI TOOLS. THESE TERMS CONSTITUTE A BINDING AGREEMENT BETWEEN YOU (“YOU” OR “CUSTOMER”) AND LIGHTRUN PLATFORM LTD., A COMPANY INCORPORATED UNDER THE LAWS OF THE STATE OF ISRAEL OR ANY OTHER AFFILIATE THEREOF EXECUTING THE ORDER FORM (“LIGHTRUN” OR “COMPANY”). BY USING AND/OR MERELY DOWNLOADING ANY OF THE PRODUCTS AND SERVICES IN ANY FORM AND MANNER, YOU AGREE TO ABIDE, AND THAT YOU ARE BOUND, BY THESE TERMS. BY USING ANY OF THE PRODUCTS AND SERVICES, YOU HEREBY DECLARE THAT YOU ARE AT LEAST 18 YEARS OLD. IF YOU ARE A MINOR, YOU ARE REQUIRED TO OBTAIN PARENTAL CONSENT FOR AND PRIOR TO USING THE PRODUCTS AND SERVICES
1.2. THIS AGREEMENT AND THE USE OF THE TERMS “YOU” OR “USERS” ARE APPLICABLE TO ALL TYPES OF USERS OF THE PRODUCTS AND SERVICES, INCLUDING OWNERS WHO INITIALLY SET UP THE PRODUCTS AND SERVICES AND/OR ARE GRANTED OWNERSHIP PRIVILEGES BY THE INITIAL OWNER(S), ADMINISTRATORS WHO MANAGE AND RUN A TEAM, CHANNEL, OR GROUP, AND USERS WHO ARE INVITED TO JOIN AN EXISTING GROUP AND/OR TEAM THAT HAS ALREADY BEEN CREATED.
1.3. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR ANOTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, ITS AFFILIATES, AND USERS TO THIS AGREEMENT. IN SUCH CASE, THE TERMS “YOU” OR “YOUR” SHALL ALSO REFER TO SUCH ENTITY AND ITS AFFILIATES, AS APPLICABLE. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MAY NOT USE THE PRODUCTS AND SERVICES.
IMPORTANT NOTES:
ANY AND ALL USE OF THE PRODUCTS AND SERVICES SHALL BE SUBJECT TO THE FEES, FEATURES, SCOPE, DURATION, AND SUCH ADDITIONAL TERMS AND CONDITIONS, WHICH ARE SPECIFIED UNDER A CORRESPONDING ORDER FORM, STATEMENT OF WORK, INSERTION ORDER, OR OTHER AGREEMENTS WITH THE COMPANY OR A CORRESPONDING COMPANY RESELLER/DISTRIBUTOR (“ORDER FORM”), INCORPORATED BY REFERENCE TO THESE TERMS, WHICH YOU HAVE EXECUTED, SIGNED, OR OTHERWISE AUTHORIZED IN CONJUNCTION WITH THE PURCHASE OF THE RIGHT TO USE THE PRODUCTS AND SERVICES. ANY REFERENCE TO “AGREEMENT” SHALL ALSO REFER TO THESE TERMS AS WELL AS TO THE ORDER FORM. IN THE EVENT THAT THE PRODUCTS AND SERVICES ARE PROVIDED FREE OF CHARGE, SUCH ORDER FORM MAY NOT BE EXECUTED AND THE TERMS HEREIN SHALL APPLY.
2. THE LIGHTRUN SERVICE – GRANT OF RIGHTS; RIGHT TO MODIFICATION AND SHUT DOWN
2.1. SaaS-Subscription. Subject to the terms and conditions hereunder, including timely payment of all applicable Fees (as defined below), you are hereby granted a personal, term-limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Products and Services during the term specified under the applicable Order Form as per the scope specified herein, for your own internal use (“SaaS Subscription”). Unless the Order Form expressly specifies an ‘On-Prem License’ or a similar designation, pursuant to Section 2.2 below, the Products and Services shall be provided as a SaaS Subscription
2.2. On-prem License. In the event that an on-prem installation is specified in the applicable Order Form, then, subject to the terms and conditions hereunder, including timely payment of all applicable Fees, you are hereby granted a personal, term-limited, revocable, non-exclusive, non-transferable, and non-sublicensable License to install a copy of the software application identified in the Order Form, in object code format, and to use the Products and Services during the term specified under the applicable Order Form as per the scope specified herein (including a number of installation instances), for your own internal use (“On-Prem License”).
2.3. Lightrun may propose to you, from time to time and at its full discretion, and with no obligation to do so, a free-of-charge SaaS Subscription on terms and scope to be determined by Lightrun, for your own internal evaluation purposes or otherwise for any marketing purposes Lightrun deems fit (“Free Subscription”) during the applicable trial period specified in the Order Form and/or within the Website or otherwise as decided by Lightrun in its sole discretion (“Trial/Free Period”). You hereby acknowledge that the Products and Services offered under such Free Subscription shall be so provided with limited features and functionality. The Free Subscription may be revoked by Lightrun at any time, with or without cause. Lightrun further reserves the right to cease such Free Subscription and use and charge fees therefore at any time subject to an Order Form to be executed by the parties. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, DURING THE TRIAL/FREE PERIOD THE PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY WHATSOEVER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, LIGHTRUN AND ITS AFFILIATES WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS OR LIABILITIES, INCLUDING WITHOUT ANY INDEMNIFICATION OBLIGATION, WITH RESPECT TO THE TRIAL/FREE In the event of any inconsistencies between the terms of this Section 2.3 and other provisions of these Terms, the terms specified in this Section 9 shall prevail with respect to the Trial/Free Period.
2.4. You hereby grant Lightrun and its affiliates a perpetual, irrevocable, royalty-free, and fully paid-up right to use and otherwise exploit in any manner any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you and/or any end-users related to the Products and Services or other Lightrun products or services, including for the purpose of improving and enhancing the Products and Services and/or such other products or services (“Feedback”). You hereby represent and warrant that you shall not provide any Feedback which is subject to any third-party rights or any limitations, and, without derogating from the foregoing, shall promptly inform Lightrun as soon as you become aware of any third-party right or limitation which may apply to the Feedback and/or otherwise to Lightrun.
2.5. Other than the rights and licenses expressly provided to you hereunder, no other rights, licenses, or interest whatsoever in any of the Products and Services and/or any component thereof, are transferred or granted. Without limiting the foregoing, you may not do (or permit or encourage to be done) any of the following: (i) use the Products and Services or any part thereof, for purposes other than those explicitly set forth hereunder; (ii) copy, reverse engineer or de-compile, modify or revise, Products and Services, or any part thereof, or create derivative works thereof or extract any source code from any binary code or files provided; (iii) sub-license, resell or reoffer the Products and Services, or any part thereof or use the Products and Services to offer services to any third parties (including in a service bureau environment); (iv) remove, alter, or conceal any proprietary rights notices displayed on or in the Products and Services; (v) use the Products and Services to develop any service or product that is the same as, competes with (or is substantially similar to) it; (v) circumvent, disable, or otherwise interfere with security-related or technical features or protocols of the Products and Services; or (vi) otherwise commercially utilize the Products and Services, or any part thereof except as expressly permitted under this Agreement.
2.6. You acknowledge and agree that Lightrun has the right, at any time and for any reason, to redesign or modify the organization, structure, specifications, “look and feel,” navigation, features, and other elements of the Products and Services and/or any part thereof, provided that such does not result in the Products and Services being materially and adversely different than the Products and Services as first made available following the execution of this Agreement.
3. USE OF THE PRODUCTS AND SERVICES
3.1. You agree that you will not use the Products and Services for any of the following purposes: (i) Any unlawful, invasive, infringing, defamatory, or fraudulent purpose; (ii) To send unsolicited bulk commercial emails (“Spam”) of any kind, regardless of the content or nature of such messages; (iii) To send any harmful code or attachment with the Products and Services; (iv) To use the Products and Services in a way that has a detrimental effect upon Lightrun, its Users, or the Products and Services, as determined by Lightrun at its sole discretion; (v) To use or attempt to use the Products and Services in breach of these Terms; (vi) To transmit harassing, obscene, racist, malicious, abusive, libelous, illegal, or deceptive messages or files; (vii) To commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious act; (viii) To interfere with the use of the Products and Services by other Users; To alter, tamper with, or circumvent any aspect of the Products and Services; and/or (ix) To test or reverse engineer any of the Products and Services in order to find limitations or vulnerabilities.
3.2. You acknowledge and agree that you are responsible for your use of the Products and Services. You are fully responsible for the control of and/or access to your account, including limiting access to user names and passwords, and you agree to take all reasonable precautions to protect your user name and password and access to your account. You agree that you will immediately notify Lightrun in the event that you discover or believe that your account or user name or password has been accessed in any unauthorized way. Lightrun shall not be liable to you or any third party for any failure by you to prevent unauthorized access to your account.
4. CUSTOMER DATA AND CONTENT
4.1. The Products and Services cannot and should not be relied upon to detect all or any malicious or other harmful or problematic files or data, and you are responsible for all data and content that you post and/or access, even if it was monitored, debugged, or otherwise processed (“Process”) by the Products and Services. We urge you not to access or read any suspicious files and/or information even if those were Processed using a Lightrun product.
4.2. You understand that all information (such as data files, written text, computer software, code, music, audio files or other sounds, photographs, videos, or other images, etc.) which you may Process, using the Products and Services are the sole responsibility of the person or party from whom or from which such content originated. All such information is referred to below as the “Content”. You further understand that although you are using the Products and Services you may be exposed to Content that you may find harmful, unlawful, offensive, indecent, or objectionable and that you use the Products and Services at your own risk. You agree that you are solely responsible for (and that Lightrun has no responsibility to you or to any third party for) any Content that you access, use, transmit or display while using the Products and Services and for any consequences that your actions may have (including any loss or damage which Lightrun may suffer) by doing so. You agree that you will not engage in any activity that interferes with or disrupts the Products and Services or the servers and networks which are connected to the Products and Services. You agree that any information (including without limitation, Customer Content (as defined below)) you give to Lightrun will always be accurate, correct, and up to date and that you have the right to provide such information and Customer Content to Lightrun for Lightrun’s use in connection with providing you with the Products and Services. You represent and warrant that such use by Lightrun will not violate the rights of any third party. You agree to use the Products and Services only for purposes that are permitted by (a) the Terms and (b) any applicable laws and regulations in the relevant jurisdictions.
4.3. You acknowledge and agree that in connection with the provision of the Products and Services, Lightrun may gain access to Content, including without limitation, certain information, code and data, which you provide or otherwise authorize Lightrun to access (“Customer Content”). Lightrun’s processing of personal data in its capacity as a data controller is governed by Lightrun’s privacy policy, which is available at: www.Lightrun.com/privacy-policy/ (“Privacy Policy”). Lightrun’s processing of personal data in its capacity as a data processor, strictly on behalf of the Customer, is governed by Lightrun’s Data Processing Addendum (“DPA”), which forms an integral part of, and is incorporated into, these Terms. When third-party AI Tools are used in the provision of Products and Services, you acknowledge and agree that any Customer Content shared with such tools will be subject to the security measures implemented by those AI Tools. You further acknowledge and agree that such Customer Content may be stored in various jurisdictions.
5. CONSIDERATION AND PAYMENT TERMS
5.1. In consideration for the rights, licenses, and services granted under this Agreement, you shall pay Lightrun the fees specified under the Order Form (“Fees”) in accordance with the payment and other terms specified thereunder.
5.2. In absence of any such payment terms in the Order Form, Fees shall be payable within thirty (30) days following the receipt of the respective invoice from Lightrun.
5.3. Any and all prices and Fees quoted do not include taxes, sales taxes, VAT, duties, charges, and the like, and such shall be added, as applicable, and borne by you.
5.4. Professional Services. Invoices for any professional services ordered shall be issued per each session of professional services provided, following the provision of services. All such invoices shall be paid within thirty (30) days following their receipt unless expressly specified otherwise in the Order Form. Any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of the rate of one and a half percent (1.5%) per month and the highest amount permitted by applicable law.
6. OWNERSHIP
6.1. You acknowledge and agree that Lightrun is the exclusive owner of all right, title, and interest in and to the Lightrun Products and Services (including, without limitation, any and all data and/or code contained therein and/or used in connection therewith), and including without limitation, any and all derivatives, enhancements, modifications, and/or improvements thereto, and any and all intellectual property or proprietary rights under any and all of the foregoing. As between you and Lightrun, you are the exclusive owner of and responsible for the Customer Content and Lightrun agrees to use such Customer Content solely as necessary to provide you with the Products and Services, and/or as otherwise set forth herein.
6.2. Lightrun (and/or its licensors and suppliers, as applicable) is, and shall be, the sole and exclusive owner of all right, title, and interest (including without limitation all intellectual property rights) in and to any anonymous information, data, reporting, suggestions, analyses, and/or intelligence, which is derived from the use of the Products and Services (i.e., metadata, aggregated, statistics and/or analytics information security findings or discoveries, etc.) which is not personally identifiable information.
7. INDEMNIFICATION
7.1. Company agrees at its sole cost and expense to indemnify, defend and hold you harmless, your officers, directors, employees, and permitted successors and assigns from and against any and all third-party claims, damages, costs, liabilities, or expenses incurred (including reasonable attorneys’ fees), finally awarded against you in a settlement or by a court, to the extent arising from any claims, suits or proceedings brought by third parties alleging that the Products and/or Services, when used according to this Agreement, infringe or misappropriate any patent, copyright, trademark, trade secret or other intellectual property rights of any third party. Company’s above duty to indemnify is contingent on and subject to you providing Lightrun with prompt written notice of any such claim, allowing Lightrun to control the defense and settlement of any such claim and reasonably cooperating (at Lightrun’s expense) with Lightrun in connection with the foregoing. Lightrun shall have no duty to indemnify to the extent that the liability arises from: (i) modification to the Products and Services or any part thereof made not by Lightrun; (ii) use of the Products and Services not in accordance with this Agreement and/or the applicable documentation; or (iii) where the liability arises from the combination of the Products and Services with other product, software or platform, where the Products and Services standing-alone would not have caused such liability.
7.2. You agree to indemnify and hold harmless Lightrun, its affiliates and their respective directors, officers, employees, and subcontractors, upon Lightrun’s request and at your own expense, from and against any damages, loss, costs, expenses, and payments, including reasonable attorney’s fees and legal expenses, arising from any third-party complaint, claim, plea, or demand in connection with any misuse of Lightrun’s Products or Services, or in connection with the breach of any provision or representation in these Terms or under applicable law.
8. DISCLAIMER OF WARRANTIES AND LIABILITIES
EXCEPT AS OTHERWISE EXPLICITLY AGREED HEREIN, THE PRODUCTS AND SERVICES (WHETHER PROVIDED WITH OR WITHOUT CONSIDERATION) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER THESE TERMS, LIGHTRUN’S ORDER FORM, NOR ANY DOCUMENTATION FURNISHED UNDER THEM ARE INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE PRODUCTS AND/OR SERVICES (INCLUDING AI TOOLS) WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE AND/OR THAT ANY ERROR OR MALFUNCTION MAY OR WILL BE RESOLVED. LIGHTRUN NEITHER PROVIDES NOR EXTENDS ANY PRODUCT OR SERVICE WARRANTY, SUPPORT, AND/OR MAINTENANCE OBLIGATIONS TO YOU, AND/OR ANY SERVICE LEVEL OR UP-TIME AVAILABILITY COMMITMENT, WHETHER THE PRODUCTS AND SERVICES ARE PROVIDED WITH OR WITHOUT CONSIDERATION. YOU ACKNOWLEDGE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCTS AND SERVICES IS WITH YOU. SHOULD THE PRODUCTS AND SERVICES PROVE INADEQUATE IN ANY WAY, YOU AND NOT LIGHTRUN ASSUME THE ENTIRE COST OF ANY COSTS OR DAMAGES INCURRED BY YOU. LIGHTRUN DOES NOT WARRANT THAT ANY DATA SENT BY OR TO YOU WILL BE TRANSMITTED IN SECURE OR UNCORRUPTED FORM OR WITHIN A REASONABLE OR DEFINED PERIOD OF TIME, OR THAT THE PRODUCTS AND SERVICES WILL PREVENT FROM OCCURRING THAT WHICH THEY ARE DESIGNED TO PREVENT. YOU ACKNOWLEDGE THAT ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED, RECEIVED, OR SUBMITTED THROUGH THE PRODUCTS AND SERVICES ARE AT YOUR SOLE RISK AND THAT LIGHTRUN WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY HARM OR DAMAGE TO YOU OR YOUR PROPERTY (INCLUDING ANY DATA, PERSONAL COMPUTER EQUIPMENT, OR STORAGE MEDIA). LIGHTRUN IS NOT RESPONSIBLE FOR THE CONTENT OF DATA, INFORMATION, OR ATTACHMENTS WHICH ARE PROCESSED THROUGH LIGHTRUN’S PRODUCTS AND SERVICES.
9. LIMITATION OF LIABILITY
EXCEPT FOR EITHER PARTY’S WILLFUL MISCONDUCT UNDER THESE TERMS, UNDER NO CIRCUMSTANCES WHATSOEVER WILL EITHER PARTY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, BE RESPONSIBLE OR LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS AND LOST BUSINESS OPPORTUNITIES), SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO THESE TERMS (INCLUDING TO AVOID ANY DOUBT ANY RELATED ORDER FORM AND/OR AGREEMENT). EXCEPT FOR LIGHTRUN’S WILLFUL MISCONDUCT UNDER THESE TERMS (INCLUDING TO AVOID ANY DOUBT ANY RELATED ORDER FORM AND/OR AGREEMENT), IN NO EVENT SHALL LIGHTRUN’S AND ITS AFFILIATES’ JOINT AGGREGATE TOTAL LIABILITY UNDER THESE TERMS (INCLUDING TO AVOID ANY DOUBT ANY RELATED ORDER FORM AND/OR AGREEMENT) EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO LIGHTRUN IN THE 12-MONTH PERIOD PRECEDING THE EVENT OF LIABILITY. SPECIFICALLY WITH RESPECT TO A FREE SUBSCRIPTION, IN NO EVENT SHALL LIGHTRUN’S AND ITS AFFILIATES’ JOINT AGGREGATE TOTAL LIABILITY UNDER THESE TERMS (INCLUDING TO AVOID ANY DOUBT ANY RELATED ORDER FORM AND/OR AGREEMENT) EXCEED AN AGGREGATE AMOUNT OF ONE HUNDRED UNITED STATES DOLLARS (US$100). THE LIMITATIONS IN THIS SECTION ARE COMPREHENSIVE AND THE EXAMPLES GIVEN ARE NOT EXHAUSTIVE. THE EXCLUSIONS AND LIMITATIONS CONTAINED IN THIS SECTION ARE SEPARATE AND INDEPENDENT OF ANY OTHER LIMITATIONS IN THESE TERMS AND SHALL NOT FAIL IF SUCH OTHER LIMITATION OR REMEDY FAILS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY.
10. CONFIDENTIALITY
10.1. Each party will protect Confidential Information disclosed by the other party by (i) not disclosing it to third parties, (ii) preserving its confidentiality with the same level of care it applies to its own similar types of Confidential Information, and always by taking reasonable steps to preserve confidentiality, and (iii) using it only for the performance of this Agreement. A party will disclose the other party’s Confidential Information only to its employees and consultants who need to know such information to perform under this Agreement, and only after informing such recipients that the information must be protected as confidential and may be used only for the performance of this Agreement. A party is responsible for any disclosure or misuse of Confidential Information by its employees or consultants. A receiving party may, without breaching this Agreement, disclose Confidential Information disclosed by the other party to the extent required to comply with a court order or applicable law or regulation provided that if a receiving party becomes subject to such a requirement, it must notify the disclosing party as soon as possible and, in any case, before it makes the required disclosure (if such notice is allowed under applicable law) and it must reasonably cooperate with the disclosing party (if requested, and at the disclosing party’s expense) to seek a protective order or similar protection for its Confidential Information. The receiving party will disclose only such information as is legally required and will use commercially reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed.
10.2. Each party acknowledges that money damages may not adequately protect the disclosing party against actual or threatened breach of this Agreement and that such breach would result in irreparable harm to the disclosing party. Because of this, a disclosing party may pursue judicial orders (including temporary remedies) in any competent court to protect its Confidential Information without having to provide proof of actual damages.
10.3. “Confidential Information” means all non-public information or materials, including information and materials disclosed prior to the date of this Agreement, that are marked as confidential, orally described as confidential, or should reasonably be understood to be confidential; however, Confidential Information does not include information that (i) was previously known to the receiving party without any confidentiality obligation, (ii) is or becomes publicly known through no wrongful act of the receiving party, (iii) was rightfully received from a third party without any confidentiality obligation to that third party, or (iv) was independently developed by the receiving party without use of or reference to any Confidential Information.
11. PROFESSIONAL SERVICES
11.1. Professional services related to the Products and Services (e.g., installation services, maintenance, adaptation, training, and other services designated as such in the applicable Order Form) shall be provided if and to the extent agreed upon in the applicable Order Form. All professional services may be rendered either by Lightrun or by anyone on its behalf. The terms of the professional services shall be determined under the Order Form.
11.2. Unless otherwise agreed in the applicable Order Form: (i) you acknowledge and agree that Lightrun owns all right, title, and interest in and to any documentation, training materials, designs, discoveries, inventions, know-how, techniques, fixes, patches, work-arounds, upgrades, service packs, customizations, modifications, enhancements, or derivative works of the software provided by Lightrun or anyone on its behalf (collectively, the “Work Product”). The Work Product is licensed to you under the terms of this Agreement, during the term of the Order Form on a nonexclusive, nontransferable, non-sublicensable, worldwide basis (unless the Order Form sets for a defined territory, in which case the license shall be limited to such territory) , and you are granted no title or ownership rights in any Work Product, in whole or in part.
11.3. Unless otherwise agreed in writing, all professional services shall be provided during Lightrun’s normal working hours and at the location determined between the parties (and if not determined, all services may be provided off-prem via phone and/or remote connection).
11.4. The terms of this Agreement, including in connection with limitation of warranties and liabilities, shall apply to the services provided and any related Work Product.
12. EXPORT CONTROL; COMPLIANCE WITH LAWS
12.1. The Products and Services delivered to you under this Agreement may be subject to U.S. and Israeli export control laws and regulations and may also be subject to import and export laws of the jurisdiction in which it was obtained, if outside of the U.S. and/or Israel. You shall abide by all applicable export control laws, rules, and regulations applicable to the Products and Services. Without derogating from the generality of the foregoing, you agree that you will not export, re-export, or transfer the Products and Services, in whole or in part, to any country, person, or entity subject to U.S. and any other applicable export restrictions. To avoid any doubt, the use of the Products and Services, in whole or in part, in any country, not in accordance with U.S., Israeli, or any other applicable jurisdiction export restrictions is not allowed. You specifically agree not to export, re-export, or transfer the Products and Services (i) to any country to which the U.S. or Israel has embargoed or restricted the export of goods or services, or to any national of any such country, wherever located, who intends to transmit or transport the products back to such country; (ii) to any person or entity who you know or have reason to know will utilize the Products and Services or portion thereof in the design, development, production, or use of nuclear, chemical, or biological materials, facilities, or weapons; or (iii) to any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government.
12.2. You agree that you shall use the Products and Services solely in a manner that complies with all applicable laws and regulations in the jurisdictions in which you use the Products and Services, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.
13. TERM AND TERMINATION
13.1. The term of this Agreement shall commence upon its acceptance by you and the terms of each Order Form shall respectively commence on the effective date stated in such Order Form (“Effective Date”) and shall continue for the duration of the term as specified in such Order Form (“Initial Term”). The Initial Term shall automatically renew for successive term(s) of twelve (12) months (each a “Renewal Term”), without the need to execute a renewal Order Form, unless either party gives written notice to the other party at least thirty (30) days prior to the end of the then-current term of its intent not to renew, and if such notice is provided, this Agreement shall then terminate with respect to such Order Form at the end of the then-current term.
13.2. In case of a material breach of this Agreement by either Party not remedied within fifteen (15) days from the other party’s written notice thereof, or in case either party should become bankrupt or insolvent and such event had not been challenged within thirty (30) days of filing, the other party shall have the right to terminate this Agreement with immediate effect. The foregoing notwithstanding, in case of any violation by you of these Terms which is non-curable, Company may immediately terminate this Agreement and/or the applicable Order Form upon written notice, without any prejudice to any other rights or remedies it may have under this Agreement or applicable law.
13.3. Orders are non-cancellable and any Fees paid are non-refundable even in the event of any non-used term by you. Further, to the extent Lightrun agreed in a specific Order Form that the Fees shall be subject to a multi-year discount (i.e., a reduced annual fee subject to a long-term commitment for the procurement of the Products and Services), then, upon early termination of this Agreement and/or such applicable Order Form, for any reason whatsoever, an adjustment shall be made to the Fees to reflect the actual fees due to Lightrun as a result of such early termination and consequently you shall promptly pay Lightrun upon notice any excess amount due.
13.4. In any event of expiry or termination of this Agreement, all licenses and all amounts outstanding shall become immediately due to Lightrun, and any and all rights or licenses granted hereunder shall immediately expire, and any and all use and/or exploitation by Customer of the Products and Services, and any part thereof, shall immediately cease and expire. Provisions contained in this Agreement that are expressed or by their sense and context are intended to survive the termination of this Agreement shall so survive such termination.
14. PUBLIC REFERENCE
Lightrun may make public statements, references, or announcements with respect to this Agreement and/or the use of the Products and Services by the Customer, and in such context, the Company shall be allowed to use Customer’s name, trademarks, and logos during the term of this Agreement. At the request of the Company, the Customer shall reasonably cooperate with the Company in the preparation of a case study document on how the Product and Services are being used by the Customer and how the Customer benefits from such use.
15. FORCE MAJEURE
Neither party shall be deemed to be in breach of this Agreement or otherwise liable to the other party for any delay in performance or non-performance of any obligations under this Agreement to the extent that the delay or non-performance is due to Force Majeure, provided that the relevant party has used reasonable endeavors to avoid and mitigate the effects of the Force Majeure and to carry out its obligations under this Agreement in any other way that is reasonably practical. “Force Majeure” means any cause preventing either party from performing all or any of its obligations which arise from or is attributable to acts, events, omissions, or accidents beyond the reasonable control of the party so prevented, including without limitation, strikes, lockouts, other industrial disputes or other restraints or stoppages of labor of suppliers, acts of god, war, riot, civil commotion, terrorism, malicious damage, pandemic, epidemic, or extreme weather or environmental conditions.
16. NOTICES
Any notices or communications under this Agreement to you will be addressed to the addresses specified in your Lightrun Order Form, as either party may update by written notice from time to time. Notices under this Agreement shall be deemed effective immediately upon delivery if delivered personally, one (1) business day after delivery if sent by e-mail with a confirmation, one (1) business day after sending via a registered overnight carrier, and five (5) days after posting if mailed by registered, certified mail. In addition, Lightrun may provide notices electronically in the Products and Services or otherwise on its website, as long as they are provided in a visible form to you.
17. ASSIGNMENT
Lightrun may assign these Terms and/or any Order Forms without notice or your consent. You, however, may not assign these Terms and/or any Order Forms. This Agreement shall bind and inure to the benefit of the parties hereto and their permitted successors and assigns.
18. ENTIRE AGREEMENT AND UPDATES
This Agreement (including any Order Form and exhibits and schedules thereto) constitutes the entire agreement between the parties with respect to the Products and Services and supersedes all previous proposals, both oral and written, representations, writings, and all other communications between the parties. Lightrun reserves the right, at its discretion, to update, change, modify, add, or remove portions of this Agreement (“Agreement Updates”) by providing you written notice to such effect or by otherwise posting such Agreement Updates within the Products and Services or on Lightrun’s website, in a form visible to you. Unless you provide us written notice within fourteen (14) days, objecting to such Agreement Updates, such Agreement Updates shall become binding upon you. In any event, your continued use of the Products and Services shall constitute your binding acceptance of the Agreement Updates.
19. GENERAL
This Agreement (including any Order Form and exhibits and schedules thereto) and the relationship between you and Lightrun are governed by the laws of the State of Israel without regard to its conflict of law provisions. Any dispute or claim arising out of or in connection with the Terms will be submitted to the exclusive jurisdiction of the competent courts in the State of Israel (without derogating however from Section 10.2 above). The parties are independent contractors and these Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries under these Terms. Neither party’s failure to exercise or enforce any right or provision of the Agreement will constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and agree that the other provisions of the Agreement remain in full force and effect