LIGHTKEY FOR BUSINESS TERMS OF SERVICE

These Terms of Service (the “Agreement”) is by and between Lightkey Sources Ltd., a company incorporated under the laws of the State of Israel (“Lightkey” or “us”, “our”, “we”) and you (“Licensee”).

Background: Lightkey provides software which can be loaded onto Microsoft Word, Microsoft Outlook, Microsoft PowerPoint, Google Chrome (supporting Gmail, Yahoo!Mail, Outlook mail and WhatsApp web) along with its own independent editor “Lightkeypad” to provide prediction, spelling and grammar correction (the “Service/s”). This Agreement governs Licensee’s access and use of the Services, and any code provided by Lightkey that implements the Services (the “Lightkey Code”). Please read this Agreement carefully. By using the Services or accepting the attached Purchase Order you signify your assent to both these Terms and our Privacy Policy. Changes may be made to these Terms from time to time. Your continued use of the Services will be deemed acceptance to any such amended or updated terms. If you do not agree to any of these Terms, please do not click “ACCEPT” and do not use the Services.

  1. License. Subject to the terms and conditions hereof, during the Term Lightkey hereby grants Licensee a limited, revocable, non-exclusive, non-transferable, non-sublicenseable, license to use the Lightkey Code together with related documentation, solely in order to receive the Services for Licensee’s own internal uses, such as by Licensee’s employees (the “End Users”).

  2. Restrictions. Each license is provided for a certain, limited number of seats/End Users and Licensee will not allow additional End Users to use the Services. Except as set forth expressly herein, Licensee shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of, the Services; (b) modify the Services, or insert any code or product, or in any other way manipulate the Services in any way; (c) provide, transfer or make available the Services (or any application interface made available by Lightkey) to any third party; (d) bypass any security measure or access control mechanism of the Services, (e) resell or otherwise distribute for financial consideration any Services provided by Lightkey (f) engage in any activity that disrupts the Services or (g) scrape any information or content made available by Lightkey for use in another product or service. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, Licensee shall inform Lightkey in writing in each instance prior to engaging in the activities set forth above.

  3. Licensee Obligations. Licensee will provide the necessary infrastructure for use of the Services, including providing a shared folder and basic hosting (the “Infrastructure”). All End Users will need to consent to the terms of Lightkey’s End User License Agreement, as well as to the terms of Lightkey’s Privacy Policy (the “Privacy Policy”). Lightkey assumes no responsibility for any problems arising out of the Infrastructure. Lightkey assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission or communications line failure. Lightkey is not responsible for any problems or technical malfunction of any telephone or cellular phone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet, including any injury or damage to users or to any person’s mobile device or computer related to or resulting from participation or use of the Services.

  4. Intellectual Property. Lightkey shall have all right, title and interest in the Lightkey Code and the Services, and all software that provides the Services. Lightkey does not request feedback regarding the Lightkey Code and the Services. Notwithstanding the foregoing, if Licensee provides Lightkey with any feedback regarding the Lightkey Code and the Services, Lightkey may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback. Nothing herein shall be interpreted to provide Licensee any rights in the Lightkey Code or the Services except the limited license to use the Lightkey Code and receive the Service as set forth herein.

  5. Lightkey’s Confidentiality Obligations. While the Services track data concerning the characteristics and activities of users of the Service (“Data”) and allow collaboration between the End Users, Lightkey does not have access to the same. If Licensee allows, Lightkey may collect, process and use aggregate pseudonymized data derived from Licensee’s Data as set forth in Lightkey’s Privacy Policy

  6. Data.  The collection and use of Data is an integral element of the Services, and Licensee expressly consents to such processing, collection and use of Data in accordance with Lightkey’s Privacy Policy, as may be amended from time to time in Lightkey’s sole discretion. Licensee represents and warrants that Licensee is permitted to collect such Data for processing, provision and analysis as set forth herein pursuant to Licensee’s Privacy Policy. If the Licensee is located in the European Union, the Data Processing Appendix, will apply to the processing of personal data.

  7. Confidentiality Obligations. Each party (as such, the “Disclosing Party”) may disclose to the other party (as such, the “Receiving Party”) certain confidential information regarding its technology and business (“Confidential Information”). The Receiving Party agrees to keep confidential and not disclose or use any Confidential Information except to support its use or provision of the Services. Confidential Information shall not include information that the Receiving Party can show (a) was already lawfully known to or independently developed by the Receiving Party without access to or use of Confidential Information, (b) was received by the Receiving Party from any third party without restrictions, or (c) is publicly and generally available, free of confidentiality restrictions.  Confidential Information may be disclosed if and as required by applicable law, provided that the Receiving Party provides the Disclosing Party with prompt notice of such requirement and cooperates (at the request and expense of the Disclosing Party) in any lawful effort by the Disclosing Party to minimize or challenge such requirement. The Receiving Party shall restrict disclosure of Confidential Information to those of its employees, attorneys and advisors with a reasonable need to know such information and which are bound by written confidentiality obligations or comparable legal or ethical duties no less restrictive than those set out herein. Licensee will not disclose any information regarding the results of any using the Services to any third party without Lightkey’s prior written consent.

  8. Analytics. End Users may have access to information and analytics about their use of the Services (“Analytics”). Lightkey makes no warranty that the Analytics provided shall be useful to Licensee’s business and/or to the End Users. Licensee is solely responsible for any action Licensee and/or End Users may take based on the Analytics.

  9. Payment. Licensee shall make payment to Lightkey pursuant to the price terms included in the Purchase Order.

  10. Support. Licensee may contact Lightkey with regard to support for the Services by sending an email to eran@lightkey.io.

  11. Service Levels. Lightkey does not guarantee the Services will be operable at all times or during any down time (a) caused by outages to any public Internet backbones, networks or servers, (b) caused by any failures of Licensee’s Application, equipment, systems or local access services, (c) for previously scheduled maintenance or (d) relating to events beyond Lightkey’s control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Lightkey or its servers are located. If the Services will be used while being disconnected from the Licensee’s local network, the “collective wisdom” synchronization mechanism will not work during such time. This mechanism will resume once the Services are used while being connected to the local network.

  12. Disclaimer of Warranties.  LICENSEE ACCEPTS THE LIGHTKEY CODE AND SERVICES “AS IS” AND ACKNOWLEDGE THAT LIGHTKEY MAKES NO OTHER WARRANTY AND DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

  13. Limitation of Liability. IN NO EVENT SHALL LIGHTKEY, ITS DIRECTORS, OFFICERS, FOR ANY CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE SERVICES OR THE ARRANGEMENTS CONTEMPLATED HEREIN.  IN ANY CASE, LIGHTKEY’S ENTIRE LIABILITY FOR THE PROVISION OF THE SERVICES OR UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF PAYMENT RECEIVED BY LIGHTKEY FROM LICENSEE IN THE 12 MONTHS PRECEDING THE APPLICABLE CLAIM.

  14. Term.  The term of this agreement (“Term”) shall commence on accepting the Purchase Order and shall continue for such period as chosen in the Purchase Order, unless terminated by either party with 30 days’ notice. Lightkey may terminate this Agreement with written notice if it has reason to believe that Licensee is in breach of this Agreement. Upon any termination or expiration of this Agreement, Lightkey will cease providing the Services, and Licensee will delete all copies of the Lightkey Code and/or Services. In the event of any termination (a) Licensee will not be entitled to any refunds of any fees, and (b) any outstanding balance for Services rendered through the date of termination will be immediately due and payable in full Sections 3-15 of this Agreement shall survive any termination thereof.

  15. Miscellaneous. This Agreement represents the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties, whether written or oral, regarding the subject matter hereof. This Agreement may not be modified or amended except in a writing executed by both parties.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. Lightkey may provide Licensee with notices required hereunder by contacting Licensee at any email address Licensee provided, including in its registration information. Lightkey may assign its rights or obligations pursuant to this Agreement. Licensee agrees not to assign any rights under this Agreement; any attempted assignment shall be null and void.  If any part of this Agreement shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect. This Agreement shall be governed by the laws of the State of Israel, and the competent courts in the city of Tel-Aviv- Jaffa, Israel shall have exclusive jurisdiction to hear any disputes arising hereunder.