Effectivity Date: February 10th, 2021
1. Preamble & Parties
1.1. This End User Agreement (“Agreement”) is made between Cognni Ltd. (“Cognni”), owner of its proprietary software and provider of various services (including SaaS) under the name "Cognni". Any Cognni services shall be hereafter referred as the “Services” and/or the “Software”), and You (“User”), the authorized User, recipient of Services, subject to the Terms of Service detailed herein.
1.2. The terms “you” and “your” refer to you, as an authorized User of the Services and/or Software who accepts this Agreement on behalf of yourself, if an individual, or an organization/entity, and “we,” “us,” and “our” refers to Cognni.
1.3. If you are accepting this Agreement on behalf of an entity, you represent and warrant that you have the authority to do so. This Agreement, together with any purchase order or other purchase document in any form for the Services (hereinafter, an "Order"), constitutes the entire agreement between you and us.
1.4. PLEASE READ THIS AGREEMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN USER AND COGNNI. USER AGREES THAT THIS AGREEMENT HAS THE BINDING LEGAL FORCE AND EFFECT OF A CONTRACT SIGNED IN INK AND DELIVERED IN PERSON. BY CLICKING THE ACCEPTANCE BUTTON OR ACCESSING, USING, OR INSTALLING ANY PART OF THE MOBILE, DESKTOP, OR WEB-BASED SOFTWARE OR SERVICES, USER EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF USER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED AND COGNNI SHALL PROMPTLY CANCEL THIS TRANSACTION AND USER MAY NOT ACCESS, USE OR INSTALL ANY PART OF THE SOFTWARE OR SERVICES. THIS AGREEMENT IS APPLICABLE FOR ALL RELEASED VERSIONS OF THE SOFTWARE. THIS AGREEMENT MAY BE AMENDED FROM TIME-TO-TIME AT THE SOLE DISCRETION OF COGNNI. COGNNI SHALL PROVIDE NOTICE TO USER OF AMENDMENTS BY POSTING THE UPDATED AGREEMENT ON ITS WEBSITE. THIS AGREEMENT IS A LEGALLY BINDING CONTRACT. IT MAY CHANGE AS OUR BUSINESS CHANGES, AND YOU AGREE YOU WILL REVIEW IT AND ANY UPDATES REGULARLY. YOUR CONTINUED USE OF THE SERVICE MEANS YOU ACCEPT ANY CHANGES TO THESE TERMS.
1.5. The term of this Agreement shall begin upon the earlier of (i) authentication of User’s email, (ii) download of the Software, (iii) accessing or commencement of use of the Services, (iv) signing an agreement, or (v) submitting an Order, and shall continue until terminated pursuant to Section 7.
2. Description of Services
2.1. The Services include software, services, and applications, proprietary of Cognni, which is designed to provide information intelligence as a Service. The Services and/or the Software, including any development or invention included therein are protected by intellectual property laws and international intellectual property treaties. User is only granted a limited license and permission to access and use the Services as detailed herein, and Cognni's rights concerning the Software are not sold, assigned, leased, or otherwise transferred to the User or any 3rd party.
2.2. Cognni grants User, pursuant to the terms and conditions of this Agreement, and during the subscription term set forth in an Order (“Term”), a personal, non-exclusive, limited, revocable, non-transferable, non-assignable and non-licensable right and permission to access and use the Services. In case User is consenting to this Agreement on behalf of an entity, such permission will apply for normal use by all entity’s authorized Users, otherwise this permission is granted for User’s personal use only. User’s right and permission to use the Services and/or the Software is conditioned on User’s compliance with the terms of this Agreement, and User's permission granted under this Section shall terminate immediately upon User's breach of the terms of this Agreement. Cognni reserves all proprietary rights not expressly granted to User in this Agreement.
2.3. The Services may include open-source software components that are subject to open-source licenses (“Open-Source Software”). User’s right to use such Open-Source Software, if present, is subject to and governed by the terms and conditions of any applicable open-source license (“Open-Source License Terms”).
2.4. All fees and payment terms (“Fees”) are set forth in an Order. Fees for Services are due annually, in advance, unless otherwise agreed to in writing. All Fees are non-cancellable, non-refundable, and exclusive of taxes. Wherever applicable, User is responsible for the remittance of any taxes. If payment is late, User may be charged a late fee of 1.5% per month, or the maximum amount permissible by law, and/or have their access to the Services terminated.
2.5. If set forth in an Order, Cognni may provide User with professional services to deploy, implement, configure, and customize the Services within User’s environment (“Professional Services”). Professional Services reflect concepts and other intellectual property Cognni has developed and used in the past or may develop while providing Professional Services to User (“Professional Services IP”). Professional Services are not considered a work made for hire, and Cognni retains full right, title and interest to any Professional Services IP created while providing Professional Services for User. If applicable, and subject to the terms of this Agreement and an Order, Cognni grants User, during the Term, a limited, personal, non-exclusive, limited, non-transferable, non-assignable, and non-licensable right to use the Professional Services IP solely for the purposes expressly set forth in an applicable Order.
2.6. If agreed, Cognni will provide User with standard or premier technical support services (“Support”), in accordance with the Order. Unless agreed otherwise, Support fees are due annually, in advance. Cognni may add or remove functionality or features of the Services or Software, and reserves the right to modify, update, interrupt, suspend or discontinue, temporarily or permanently, all or a part of the Services or Software without notice or liability. Cognni is not liable to User for any such actions, except that if Services are permanently discontinued, we will provide User, as its sole and exclusive remedy, and our sole and exclusive liability, a refund of any amounts pre-paid by User for Services not rendered.
2.7. During the Term, User may be eligible for upgrades Services, as may be provided at the sole discretion of Cognni. User’s entitlement to upgrades shall be limited to the specific edition of the Services and/or Software for which User is subscribed.
2.8. Cognni does not claim ownership of any data or document owned or licensed by User, which is encrypted or processed using the Services (“Content”). You and you alone are responsible for the nature, quality and accuracy of your Content and you represent and warrant that the content, use or transmission of your Content does not violate any applicable laws or the terms of this Agreement. Cognni strongly recommends that Users maintain appropriate backup copies of their Content.
2.9. User may provide Cognni with input, recommendations, comments, and other feedback about the Services, or may suggest and work with us to develop new additional features (“Feedback” and “Additional Features” respectively). In such an event, Cognni shall own without limitation all Feedback and Additional Features, and those shall not be considered a work made for hire.
2.10. Cognni retains all right, title and interest including all related intellectual property rights, in and to the Services, Software, Professional Services IP, Feedback, and Additional Features and including any modifications or derivative works thereof. All Intellectual Property rights not expressly granted by Cognni are hereby reserved.
3. Terms of Access & Use Services
3.1. User represents and warrants to Cognni that: (a) User is over the age of eighteen (18) and has the power and authority to enter into and perform User's obligations under this Agreement; (b) all information provided by User to Cognni is truthful, accurate and complete; (c) User is the authorized signatory of the credit or charge card provided to Cognni to pay the Fees; (d) User shall comply with all terms and conditions of this Agreement including, without limitation, the provisions set forth in Section 5; (e) User, and not Cognni, is solely responsible for the security and use of User’s login and password; (f) User has provided and shall provide accurate and complete registration information including, without limitation, User’s legal name, address, email address, and telephone number; and (g) User acknowledges that all right, title, and interest to the Services, the Software and any proprietary rights included thereto belongs to Cognni.
3.2. User must register for and maintain a user account with us to use the Services and/or Software (“Account”). User is responsible for all activities that occur through its Account and agree to keep its user identification and password secure. User agrees to notify Cognni immediately of any unauthorized use of an Account or any other breach of security. If there is actual or suspected unauthorized use by anyone who obtains access to the Services or Software directly or indirectly through a User’s Account, User will take all steps reasonably necessary to terminate the unauthorized use, while Cognni may suspend the Account and User’s access to and use of the Services.
3.3. User shall not, nor permit anyone else to (i) modify, distribute, adapt, decompile, disassemble, reverse assemble, reverse engineer, prepare derivative works of, or attempt to decipher any code relating to the Services or any technology included therein; (ii) use, evaluate, or view the Services for the purpose of creating a competitive product; (iii) market, offer to sell, resell and/or license the Services or act as a service bureau; (iv) use the Services in violation of Cognni policies (including these terms and conditions), applicable laws, ordinances or regulations, whether domestic or international, including without limitation all privacy, data protection, intellectual property, and other applicable laws; (v) transmit or post on the Services any material that contains software, or other harmful or deleterious computer code, files or programs; (vi) unless otherwise agreed, remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Services; (vii) circumvent or disable any usage rules or other security features of the Services; or (viii) use the Services other than for their intended purpose. User shall provide Cognni with such cooperation related to any unauthorized use as we may reasonably request.
3.4. User may not disseminate software, username(s) and/or password(s) to any other person, entity, partnership, organization, association or otherwise. Internet Protocol (“IP”) addresses may be recorded by the Software to prevent account misuse.
3.5. User, directly or indirectly, agrees not to engage in, facilitate, or encourage any unacceptable use of the Services. Unacceptable use includes, without limitation, use of the Services to: (i) disseminate, store or transmit unsolicited messages, chain letters, or unsolicited commercial e-mail; (ii) disseminate or transmit material that, to a reasonable person may be considered abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (iii) disseminate, store or transmit files, graphics, software or other material that actually, impliedly, or potentially infringes the copyright, trademark, patent, trade secret, trade name or other intellectual property right of any person, entity, partnership, organization, association or otherwise; (iv) create a false identity or to otherwise attempt to mislead any person, entity, partnership, organization, association or otherwise, as to the identity or origin of any communication; (v) distribute, re-distribute, or permit transfer of content in violation of any export or import law and/or regulation or restriction of the European Union, United States of America, the State of Israel and their agencies or authorities, or without all required approvals, licenses or exemptions; (vi) interfere, disrupt or attempt to gain unauthorized access to other accounts on the using the Services or any other computer network; (vii) disseminate, store or transmit viruses or any other malicious code or program; or (viii) engage in any other activity deemed by Cognni, in its sole discretion, to be in conflict with the spirit or intent of this Agreement.
3.6. By authenticating their email or registering an account with Cognni, User understands that Cognni may send it electronic communications or data regarding the Services, including but not limited to: (a) notices about User’s use of the Services, including any notices concerning violations of use, (b) updates, and (c) promotional information and materials regarding other Cognni products and services. Cognni will give User the opportunity to opt out of receiving promotional electronic mail from us by following the opt out instructions provided in the message.
3.7. Cognni may collect information about your use of the Services for our own internal use, to improve our products and services. For more information see Section 4.2 below.
3.8. Cognni reserves the right to perform an audit during the Term, no more than once per calendar quarter, to confirm the total number of authorized Users that are using the Services. If discovered that more people are using the Services than agreed in an Order, the applicable unpaid subscription and support fees will be invoiced, prorated through the expiration of the applicable Term and User shall be required to render such fees under the terms of the invoice.
3.9. User shall be solely responsible for providing, maintaining, and ensuring compatibility with the Services, whether with respect to hardware, software, electrical and/or other physical requirements for User’s use of the Services, including, without limitation, telecommunications and Internet connection(s), ISP, web browsers and/or other equipment, programs and services required to access and use the Services.
3.10. User shall be solely responsible for the security, confidentiality, and integrity of all messages and the content that User receives, transmits through, or stores via the Services or on any computer or related equipment that is used to access the Software. User shall be solely responsible for any authorized or unauthorized access to User’s account by any person, entity, partnership, organization, association, or otherwise.
4. Privacy, Personal Data and, Confidentiality
4.2. As part of normal use of the Services, to provide various functionalities such as document tracking, audit trail, access control and others, the following data which User may consider personal or private (“Personal Data”) may be collected, stored, and shared with authorized users:
4.2.1. As Executor of a system activity (changing protection level, sharing a document)
4.2.2. User’s Name and Email address (as defined in an Account).
4.2.3. Time and date of execution;
4.2.4. User’s organizational domain (as set forth in your email address);
4.2.5. Registered name of User’s workstation (as recorded in your workstation);
4.2.6. Name and location of your country, region, and city and location from which actions were taken by a User (as registered with your network provider);
4.2.7. Longitude and latitude of location from which actions were taken (as registered in our system);
4.2.8. Name and local storage path of the document being shared, e.g. drive, folder, subfolder, etc.;
4.2.9. Name of document oner, email address (as defined by your file sharing and/or email service provider);
4.2.10. Name and e-mail address of shared document recipients (as collected from sender’s file sharing and/or e-mail service provider).
4.2.11. As recipient of a protected or shared document.
4.2.12. As owner of a protected or shared document.
4.3. To provide the Services, Cognni requires certain rights and permissions. To that end, User grants Cognni a non-exclusive, non-transferable, royalty free, right to transmit, process and display User’s Content during the Term, solely to the extent necessary to provide the Services or to comply with any request of a governmental or regulatory body (including subpoenas or court orders), or as otherwise required by law. You understand that the Services enables you and you alone to assign and control access to your Content, and you alone may empower authorized User(s) to share Content with others. We do not control or endorse any Content that you may make available using the Services.
4.4. Cognni may publicly name User as our customer.
4.5. User agrees to use all confidential or proprietary information (“Confidential Information”) disclosed by us (“Disclosing Party”) to User or anyone acting on User’s behalf (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances surrounding such disclosure, only in connection with the Services and for the purposes contemplated herein.
4.6. Confidential Information includes, among other things, software (including trade secrets embodied therein), Content, product road maps and pricing. Receiving Party agrees to protect Disclosing Party’s Confidential Information with at least a reasonable degree of care. Confidential Information does not include information which (i) is or becomes publicly known through no wrongful act of the Receiving Party; (ii) is rightfully in Receiving Party’s possession or known to it prior to receiving the Confidential Information by Disclosing Party; (iii) was received from a third party without breach of any confidentiality obligation, or (iv) is independently developed by Receiving Party without access to the Confidential Information in question.
4.7. Confidential Information shall be protected for a period of 3 years following termination of the Agreement for any reason; trade secrets shall be protected indefinitely. At any time upon request and upon termination of the Agreement, Receiving Party shall return or destroy the Confidential Information.
4.8. If Receiving Party is subject to any governmental or court order compelling disclosure of any Confidential Information, Receiving Party may disclose such information to the extent required, provided that, if legally permissible, Receiving Party shall notify Disclosing Party of such request prior to any disclosure.
5. Disclaimer of Warranties & Indemnification
5.1. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS”. USE OF THE SOFTWARE AND SERVICES IS AT USER'S SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COGNNI AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SOFTWARE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE CONTINUOUS OR UNINTERRUPTED OR ERROR-FREE OR MEET YOUR OR YOUR USERS’ REQUIREMENTS.
5.2. User is aware that Cognni makes no warranties with reference to any third-party vendor/distributor software and/or services that are complementary or used in conjugation with the Services.
5.3. User agrees to indemnify, hold harmless, and defend Cognni, its shareholders, directors, officers, employees, agents, and contractors from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney's fees, asserted by any person, entity, partnership, organization, association or otherwise, arising out of or relating to: (a) this Agreement; (b) User's receipt of the Services, including any data or work transmitted or received by User; (c) any unacceptable use of the Software of Services, including, without limitation, any statement, data or content made, transmitted or republished by User which is prohibited as unacceptable in Section 3.5.; (d) User’s Content, including but not limited to infringement of any intellectual property or other right of any person or entity; (e) User’s breach of any local laws or regulations in connection with their use of the Services or Software; (f) any negligent or willful act or omission by User in connection with their use of the Services or Software.
5.4. User agrees not to settle any such matter without Cognni’s prior written consent.
6. Limitation of Liability
6.1. PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS OUR LIABILITY TO YOU. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THIS AGREEMENT, PLEASE CONSULT WITH AN ATTORNEY PRIOR TO ACCEPTING THIS AGREEMENT. THE MAXIMUM AGGREGATE LIABILITY OF US TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICES OR SOFTWARE IS LIMITED TO THE GREATER OF THE AMOUNT PAID BY YOU TO US UNDER THIS AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR TEN DOLLARS U.S. (USD $10.00). COGNNI EXPRESSLY DISCLAIMS LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION OR DATA, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. WE ARE NOT RESPONSIBLE FOR DELAYS, INTERRUPTIONS SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OUTSIDE THE REASONABLE CONTROL OF COGNNI.
6.2. UNDER NO CIRCUMSTANCES SHALL COGNNI, DIRECTLY OR INDIRECTLY, BE LIABLE TO USER OR ANY OTHER PERSON, ENTITY, PARTNERSHIP, ORGANIZATION, ASSOCIATION OR OTHERWISE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICES OR THE INTERNET IN GENERAL, INCLUDING, WITHOUT LIMITATION, USER'S USE OR INABILITY TO USE THE SERVICES, ANY CHANGES TO OR INACCESSIBILITY OF THE SERVICES, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE SERVICES, OR ANY DATA OR MATERIAL FROM A THIRD PARTY ACCESSED ON OR THROUGH THE SERVICES, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.3. IN NO EVENT SHALL COGNNI'S TOTAL LIABILITY FOR ANY DAMAGES EXCEED THE TOTAL FEES PAID BY USER TO COGNNI HEREUNDER. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIALDAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO USER. IF USER IS DISSATISFIED WITH THE SERVICES, USER'S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR USER TO DISCONTINUE USE OF THE SERVICES AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 7.1.
6.4. COGNNI IS NOT LIABLE FOR ANY ITEMS VIEWED OR TRANSMITTED VIA THE SERVICES.
6.5. COGNNI IS NOT LIABLE, DIRECTLY, OR INDIRECTLY, FOR ANY ACTS TAKING PLACE WHICH ARE NOT VIEWED OR TRANSMITTED VIA THE SERVICES.
6.6. COGNNI IS NOT OBLIGATED, DIRECTLY OR INDIRECTLY, TO TAKE ANY STEPS TO PREVENT OR CORRECT ANY ILLEGAL, ABUSIVE OR OTHERWISE INAPPROPRIATE ACTIVITY PERFORMED BY USER, NOR DOES COGNNI OBLIGATED, DIRECTLY OR INDIRECTLY, TO ARCHIVE OR OTHERWISE MAINTAIN OTHER REPRODUCTION OF THE CONTENT THAT APPEARS OR IS TRANSMITTED ON THE SERVICE FOR FUTURE REFERENCE.
6.7. COGNNI IS NOT LIABLE, DIRECTLY, OR INDIRECTLY, FOR ANY ACTION OR INACTION WITH RESPECT TO ANY CONTENT IN THE SERVICES.
6.8. COGNNI IS NOT RESPONSIBLE, DIRECTLY, OR INDIRECTLY, FOR COMPLIANCE OR LACK THEREOF BY ANY THIRD-PARTY VENDORS WITH RESPECT TO ANY APPLICABLE LAWS AND REGULATIONS.
6.9. COGNNI MAKES SIGNIFICANT EFFORTS MEETING OR EXCEEDING INDUSTRY STANDARDS TO ENSURE THE SECURITY AND/OR FUNCTIONALITY OF SERVICES RELATED INTERNET TRANSMISSIONS BUT, DUE TO THE INHERENT NATURE OF THE INTERNET, CANNOT GUARANTEE OR WARRANT FUNCTIONALITY AND/OR SECURITY OF INTERNET TRANSMISSIONS.
7.1. This Agreement is effective upon User’s acceptance as set forth herein and shall continue in full force until terminated. If you cancel this Agreement without cause during the Term you will remain responsible for payments incurred during the Term. Cognni reserves the right, in its sole discretion and without prior notice to User, at any time and for any reason, to: (a) remove or disable access to all or any portion of the Services; (b) suspend User’s access to or use of all or any portion of the Services; and (c) terminate this Agreement.
7.2. Cognni may immediately terminate this Agreement or an Order if User becomes or is declared insolvent, is the subject of any proceedings relating to liquidation, insolvency, or for the appointment of a receiver or similar officer, makes an assignment for the benefit of creditors or enter into an agreement for extension or readjustment of all or substantially all their obligations. Failure to pay fees due shall be considered a material breach of this Agreement.
7.3. Upon termination of this Agreement or any Order: (i) User shall immediately cease use of the Services; (ii) Confidential Information shall be returned or destroyed; and (iii) any outstanding fees shall immediately become due. The terms and provisions of Sections 1.3, 1.4, 1.5, 2.4, 2.8, 2.9, 2.10, 3.1, 3.2, 3.3, 3.4, 3.5, 3.10, 4, 5.1, 5.3, 5.4, 6 and 7 shall survive any termination or expiration of this Agreement.
7.4. User may not assign its rights, duties, and obligations under this Agreement without our prior written consent. Cognni may freely assign this Agreement in full to a successor in interest of all or substantially all its rights and duties hereunder. Any assignment in violation of this Section shall be void.
7.5. Cognni shall have the right, at any time and without prior written notice to or consent from User, to add to or modify the terms of this Agreement, simply by posting an updated version; provided, however that Connie will endeavor to deliver any material changes to such amended terms to User by e-mail at the address provided to Cognni by User or by requiring the User to accept an updated Agreement upon accessing the Services. User's access to or use of the Cognni Product after the date such amended terms are posted shall be deemed to constitute acceptance of such amended terms.
7.6. This Agreement shall be construed and governed by the laws of the State of Israel for contracts executed and to be performed within Israel. The parties agree that exclusive venue and jurisdiction for any legal action relating hereto shall be in Tel Aviv, Israel, and jurisdiction shall be vested in the courts located in the District of Tel Aviv-Jaffa. User consents to the exclusive jurisdiction of such courts resolving any dispute, claim or controversy that arises in connection with this Agreement or the Services. The parties specifically exclude the Services and Software from the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.
7.7. Cognni may send User, in electronic form, information about the Services, additional information, and information the law requires us to provide. Cognni may provide required information to User at the email address specified in their Account. Notices emailed to User will be deemed given and received when the email is sent. All notices shall be directed to the parties at the respective addresses given above or to such other address as either party may, from time to time, provide to the other party. User may provide legal notices to Cognni via email to email@example.com, with a duplicate copy sent via registered mail, return receipt requested, to the following address:
Cognni Ltd., 29 HaMered St., Tel Aviv, Israel, 6812511
7.8. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to circumstances beyond such party’s reasonable control. If the performance of any part of this Agreement by either party is prevented, hindered, delayed, or otherwise made impracticable by causes beyond the reasonable control of either party, that party shall be excused from such performance to the extent that it is prevented, hindered, or delayed by such causes.
7.9. If any part of this Agreement is found to be illegal, unenforceable, or invalid by a court of competent jurisdiction, such provision shall be enforced to the maximum extent possible and the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the use of the Services or Software under this Agreement is imposed by any applicable law or regulation, User's right to use the Services or Software will immediately terminate.
7.10. No waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.
7.11. This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the Services and supersedes all prior or contemporaneous communications, representations, statements, and understandings, whether oral or written, between the parties concerning the Services. No conflicting terms contained in any Order or other similar preprinted document that may be provided shall have any force and effect, even if signed by Cognni.