Terms of Service

These Terms of Service, along with any other terms and policies referenced herein, which are an integral part hereof, as amended from time to time, together with any applicable Order Form and the Privacy Policy (each, as defined below), constitute a legally binding agreement (this “Agreement”) between the Customer (and, where applicable, an Authorized User) and COMMUNi Ltd. (“COMMUNi”) governing the Customer's and its Authorized Users access to, and use of the Services (as defined below). By executing an Order Form that references to this Agreement or using the Services, you agree to the terms of this Agreement.

1. Definitions

The following words and phrases shall have the following meanings when used in this Agreement:

“Additional Services” means such additional services as described in the Order Form (if any).
“Applicable Law” means all laws and regulations, including country laws, state and federal laws, directives, rules, regulations, executive orders, and regulatory requirements (or any other form of secondary legislation) applicable to the relevant party.
“Authorized Users” means individuals who are authorized by Customer to use the Services on its behalf, subject to the terms of this Agreement.
“Customer” means the person or entity that enters into the applicable Order Form.
“Customer Data” means Customer's and Authorized Users' data, information, and content that is submitted, transmitted, or displayed via the Services or otherwise provided to COMMUNi in connection with the Services.
“Confidential Information” means information, in whatever form disclosed, provided by or on behalf of one party (“Disclosing Party”) to another party (“Receiving Party”), or to which the Receiving Party otherwise gains access, in the course of or incidental to the performance of this Agreement, and that should reasonably be understood by the Receiving Party because of legends or other markings, the circumstances of disclosure or the nature of the information itself, to be proprietary and confidential to the Disclosing Party or a third party. Without derogating from the generality of the above, the Platform shall be Confidential Information of COMMUNi.
“Documentation” means the documentation describing or related to the Platform and the Services and required to use them in accordance with this Agreement, including training and marketing materials.
“Fees” means the fees payable by the Customer for the Services set forth in the Order Form.
“Goods” means goods, vouchers, or services offered for purchase by Authorized Users on the Platform.
“Initial Term” means the initial term set in the Order Form.
“Intellectual Property Rights” means all trade secrets, patents and patent applications, trademarks (whether registered or unregistered and including any goodwill acquired in such trademarks), service marks, trade names, business names, internet domain names, e-mail address names, copyrights (including rights in computer software and algorithms), moral rights, database rights, design rights, rights in know-how, rights in Confidential Information, rights in inventions (whether patentable or not) and all other intellectual property and proprietary rights (whether registered or unregistered), and, in each case, all other equivalent or similar rights which may subsist anywhere in the world; all derivative works thereof; and any current or future applications, renewals, extensions, restorations, provisionals, continuations, continuations-in-part, divisions, reexaminations and reissues thereof.
“Order Form“ means any order form regarding the provision of the Services, signed between COMMUNi and the Customer.
“Points“ means certain rights offered by COMMUNi for purchase by the Customer, which may be redeemed by Authorized Users to purchase Goods using the Platform only.
“Platform” means COMMUNi's employee retention & motivation platform.
“Privacy Policy” means COMMUNi's privacy policy (located at: PP Link) as amended from time to time, which is hereby incorporated by reference.
“Services” means access to the Platform on a Software-as-a-Service (“SaaS”) basis and the Additional Services (if any).
“Term” means the term of this Agreement.

2. The Services

During the Term and subject to the terms of this Agreement (including Customer's compliance with its payment obligations thereunder):
1. COMMUNi shall provide the Services to the Customer for its internal use only, on a limited, non-exclusive and non-transferable basis, according to the terms of this Agreement.
2. COMMUNi may also provide Customer with reasonable technical support services in connection with the Platform.
Customer may not access or use, or attempt to access or use, the Platform and/or the Services and/or the Documentation, in any manner which harms or may harm COMMUNi or any third party, the operation of the Platform, or may result in a violation of any law, including, without limitation, by:
1. attempting to decipher, decompile, disassemble, reverse-engineer or attempting to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform;
2. altering, removing, obscuring, or changing the location, content, or appearance of any disclaimers, notices of copyright, trademark, service mark, or other proprietary rights, or other notices included in the Platform and/or the Services;
3. using any device, software, or routine to interfere or attempt to interfere with the proper working of the Services or any activity conducted on the Services or attempt to probe, scan, test the vulnerability of, or breach the security of any system or network; or
4. modifying, disassembling, reverse engineering or attempting to modify, or by creating or trying to create, any derivative work of the Platform.
Customer shall not (a) make any Service(s) available to anyone other than Customer or any Authorized User, or use any Service(s) for the benefit of anyone other than Customer, (b) sell, resell, license, sublicense, distribute, rent or lease any Service(s), (c) modify, copy, or create derivative works of a Service or any part, feature, function or user interface thereof.
Customer will (a) be responsible to obtain the authorizations, licenses and consents, if and as required by any Applicable Law, to make the Services available to the Authorized Users, (b) be responsible for the accuracy, quality and legality of any Customer Data, and (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify COMMUNi promptly of any such unauthorized access or use.
Without derogating from any other provision herein, the Customer undertakes that in using the Services its Authorized Users shall, at all times, comply with all of the terms of the Privacy Policy and Applicable Law, and that, in the event, that, at any time, such Authorized Users do not comply with all such terms and/or Applicable Law, the Customer shall not allow such Authorized Users to use the Services. The Customer shall be solely responsible and liable for all acts or omissions of its Authorized Users in connection with the Services.
Customer shall not allow any person to use and/or access the Services unless (i) such person is an Authorized User; and (ii) such person has agreed to these Terms of Service, the Privacy Policy and any other applicable terms governing the Authorized Users' use of the Services.

3.Feedback

Customer shall provide COMMUNi, from time to time, with user feedback, ideas, suggestions, and recommendations on problems encountered and additional adaptations, functions and enhancements with respect to the Platform and/or Services (“Feedback”).
Customer hereby grants COMMUNi a royalty-free, fully paid-up, non-exclusive, worldwide, perpetual, irrevocable, sub-licensable and assignable license to use, edit, aggregate, reproduce, distribute, create derivative works of, publicly display, publicly perform, and otherwise fully exploit such Feedback, for any use and purpose whatsoever, subject to the terms of this Agreement and of the Privacy Policy.

4. Representations and Warranties

Customer hereby represents, warrants and undertakes (a) that it is duly organized and validly existing under the laws of its jurisdiction of formation and has the full power and authority to enter into this Agreement; (b) that it is not bound by any agreements, obligations or restrictions that would interfere with its obligations under this Agreement; (c) that it possesses and shall maintain at all applicable times all rights, licenses, permissions and consents required to perform its obligations under this Agreement including all licenses required under Applicable Law to conduct its business and to use the Services; (d) not to engage, in connection with this Agreement in any illegal, unfair, or deceptive business practices or unethical conduct whatsoever, and otherwise abide with all Applicable Law and not to use the Services to transmit (i) any information or material that is libelous, defamatory, obscene, racist or otherwise offensive, or (ii) any information or material that infringes the intellectual property, moral, publicity or privacy rights of any third party.

5. Fees

In consideration for the provision of the Services during the Term. Customer shall pay COMMUNi the Fees, in accordance with the payment terms specified in the Order Form.
COMMUNi reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the then-current term, with advance notice to the Customer as set forth in the Order Form.
All Fees are exclusive of VAT Customer shall be responsible for all taxes associated with the Services other than taxes based on COMMUNi's net income.
Unpaid amounts payable hereunder shall bear interest at a rate of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower.

6. Points

Customer may purchase Points offered by COMMUNi and allocate them to Authorized Users for the purpose of performing certain actions within the framework of the Services and for the purchase of Goods on the Platform subject to requirements determined by COMMUNi, from time to time, in its sole discretion.
Authorized Users can redeem Points that they have accumulated and been allocated by Customer or transferred to be by other Authorized Users for the purchase of Goods through the Platform, in accordance with requirements determined by COMMUNi, in its sole discretion.
Points have no cash value and are not exchangeable for cash. The accumulation of Points does not entitle Authorized Users to any vested rights, and COMMUNi does not guarantee in any way the continued availability of any reward, redemption level, rebate or any other benefit. COMMUNi assumes no liability or responsibility as regards to the addition or deletion of Goods for which Points can be redeemed.
Except for transfer of Points between Authorized Users using the Platform and subject to the terms of this Agreement, Points that have been allocated to Authorized Users by a Customer, cannot be assigned, exchanged, traded, bartered, purchased or given by gift or otherwise sold. Any Points so acquired are void.
In the event of a return/refund of in accordance with this Agreement that were purchased by redeeming Points, such Points will be returned and re-allocated to the relevant Authorized User(s).
Points redeemed to purchase Goods will not be accepted if in COMMUNi’s reasonable opinion the Goods purchased will be used for resale or commercial use.

7. Purchases on the Platform

Within the framework of the Services, Goods are offered for sale to Authorized Users, at the sole discretion of COMMUNi. COMMUNi reserves the right, at any time, and at its sole discretion, to change or update Goods offered for sale, and to determine the manner of sale and prices of the Goods, including delivery costs.
Before making a purchase of Goods, the Authorized User must thoroughly examine this Agreement, and the Authorized User declares that s/he has read, understood and agreed to the provisions of this Agreement (an Authorized User purchasing Goods on the Platform shall be referred to herein as a "purchaser").
The Authorized User may purchase Goods using (a) his/her valid credit card, which belongs to one of the authorized credit card companies, or having the explicit permission from the holder of such card to use it; or (b) Points that s/he has accumulated in accordance with the terms hereof; or (c) a combination of (a) and (b).
Credit card details entered by the Authorized User are not stored in COMMUNi's systems. COMMUNi uses an external company to process credit card transactions. Upon entering the credit card details, COMMUNi stores a unique code (token) in a secure manner and according to the security standard All payments via a third party will also be subject to the terms of use of the third party. COMMUNi is not responsible and will not bear any damage caused to the Authorized User, as a result of the use of third party payment services.
After the order has been made, a transaction confirmation notification will be sent to the email address of the purchaser of the Goods and COMMUNi shall issue an invoice to the purchaser.
It is clarified and emphasized that an action will be considered complete only after the provision of the credit card details by the Authorized User or redemption of Points, and a transaction confirmation by the credit card company, as applicable.
In the event that certain Goods are out of stock, COMMUNi will notify the purchaser within 3 (three) business days that the Goods ordered are not in stock and allow him/her to select replacement Goods or to cancel the transaction.
The binding price of the Goods is the updated product price or amount of Points, as applicable, as at the time the order is actually made and confirmed by the purchaser.
The prices of the Goods include Value Added Tax (VAT).

8. Shipping and Delivery

Where applicable, COMMUNi may, in its sole discretion, determine the conditions relating to delivery, from time to time, including the distribution areas, limitations regarding the delivery points, the delivery price and its conditions.
COMMUNIi is not obliged to deliver the Goods to any address or location, but only to the designated delivery points.
Subject to the above, the Goods will be shipped to the address (or postal branch, according to the selected method of delivery) the purchaser indicated on the order, subject to payment of the shipping costs.
Shipping costs will be charged in one payment, inclusive, together with the purchase of the Goods.
The Goods delivery timeframes as indicated on the sales page only include business days (Sunday to Thursday, not including Friday, Saturday and Holydays). The specified delivery timeframes refer to orders that are received in COMMUNi's systems by 11:00, in cases where orders will be received in COMMUNi systems after 11:00, the order will be considered received the next business day.
COMMUNi and/or anyone on its behalf, is not responsible for any delay in delivery and/or non-delivery caused by incorrect and/or inaccurate and/or incomplete details provided by the purchaser when placing the order and/or caused as a result of force majeure and/or events beyond the control of COMMUNi, including strikes, shutdowns, wars, etc.
Collecting and/or receiving the Goods is conditional upon the presentation of the order confirmation and an identity card, as well as signing the Goods receipt confirmation form. COMMUNi reserves the right to require additional identification documents, as necessary, at its sole discretion.
The purchaser represents that s/he (or anyone on his/her behalf) will be present at the address for delivery at the time of the delivery to receive the delivery.

9. Cancellation of Purchases

The purchaser undertakes to examine and check the Goods, immediately following receipt of the Goods.
The purchaser is entitled to cancel the purchase of Goods, in accordance with the provisions of the law, provided that s/he provided a cancellation notice to COMMUNi, by email address info@mycommuni.com, through the "cancel transaction" page or by telephone +972542398507 (the "Cancellation Notice"), no later than within 14 days of the later of the purchase or receipt of the confirmation notification of the purchase
In the event that the purchaser cancels the transaction (within 14 days, as aforesaid), due to a defect in the Goods or due to a discrepancy or due to non-delivery of the Goods later than the delivery time, COMMUNi will not charge any additional payment and will refund all payments made within the framework of the purchase. The purchaser will return the Goods to COMMUNi or the relevant supplier, at the place it was delivered to him/her, in coordination with COMMUNi.
In the event that the purchaser cancels the transaction (within 14 days, as aforesaid), for reasons other than the reasons specified above, COMMMUNi is entitled to charge you a cancellation fee in the amount of 5% (five percent) of the price of the Goods, or NIS 100, whichever is lower – and except for these charges, refund the purchaser the payment made, and cancel any additional charges relating to the transaction, if any. The purchaser will return the Goods to COMMUNi or to the relevant supplier, at his/her cost.
In accordance with the provisions of the law, there is no cancellation rights for perishable Goods.
COMMUNi reserves the right to cancel a transaction, in full and/or in part, at any time, at its sole discretion, and in such a case, COMMUNi will refund the payments made, if made, within 7 (seven) days.
COMMUNi invests reasonable efforts to ensure that the Goods listed for sale are continuously and accurately updated. If, due to a mistake made in good faith, the Goods the purchaser received, including the technical specifications, do not match the Goods presented to him/her, the purchaser will be given the option to choose between accepting the existing product, as -is, and canceling the purchase, and a refund of all the amounts paid for the Goods.

10. Term

Unless otherwise provided in the Order Form, this Agreement shall be effective during the Initial Term and thereafter shall be automatically extended for additional periods of 12 months each, unless either party requests termination at least 21 days prior to the end of the then-current term and subject to the termination terms detailed in Section ‎‎11 below. With respect to each Authorized User, this Agreement shall be effective as long as s/he is using the Services.

11. Termination

COMMUNi shall be entitled to terminate this Agreement immediately in the event of material breach of this Agreement by the Customer and/or any Authorized User, which is not cured (to the extent curable) within 7 days from the day a notice of such breach was given to the breaching party.
Upon termination or expiration of this Agreement, all rights granted to Customer hereunder shall automatically expire and Customer shall discontinue all use and access to the Services.
Sections ‎3.2, ‎12, ‎13, ‎14, ‎16, ‎17, ‎18 and ‎19 hereof shall survive termination of this Agreement.

12. Confidentiality

The Receiving Party shall use the Confidential Information solely as necessary to fulfill the Receiving Party's obligations or exercise its rights under this Agreement, and not for any other purpose, without the prior written consent of the Disclosing Party (the “Permitted Use”).
The Receiving Party shall not disclose the Confidential Information to any third party, other than to its employees, agents and contractors whose knowledge of the Confidential Information is required in connection with the Permitted Use and who are subject to legal obligations of confidentiality consistent with this Section ‎‎12, and shall take all reasonable precautions (and not less than those employed by the Receiving Party with respect to its own confidential information) to ensure the Confidential Information is kept in confidence and is not disclosed or used in violation hereof.
Regardless of the above, the Receiving Party shall not be required to treat the following information as Confidential Information: (i) information which is in the public domain, or later becomes part of the public domain through no wrongful act on behalf of the Receiving Party; (ii) information furnished to the Receiving Party by a third party not restricted from freely disseminating the information; (iii) information already known to the Receiving Party prior to the receipt thereof from the Disclosing Party; and (iv) information that is developed by the Receiving Party independently and without reference to any Confidential Information received from the Disclosing Party.
Confidential Information may be disclosed as required by Applicable Law or by order of a court provided that, to the extent possible, the Receiving Party will provide Disclosing Party with prompt prior notice of such obligation in order to permit Disclosing Party an opportunity to take legal action to prevent or limit the scope of such disclosure.
Within 30 days of the termination or the Term or upon Disclosing Party’s request, whichever shall first occur, Receiving Party shall return or destroy all Confidential Information disclosed hereunder and all copies thereof, at the choice of the Disclosing Party to be delivered in writing, and certify in writing that all copies thereof in its possession have been returned and/or destroyed.
Notwithstanding the foregoing, COMMUNi may keep Confidential Information as may be required to protect and maintain its legal rights, as well as in order to comply with regulatory requirements, the prevention of deception or fraud, enforcement of the Order Form, these Terms of Service, its Privacy Policy and any other terms of use applicable to the Service.

13. Privacy

Each Party hereby represents, warrants and undertakes (i) that its collection and transfer of any personal data collected or transferred hereunder (including, with respect to Customer, the Customer Data and Feedback) does not infringe or violate any third party's privacy rights or any Applicable Law; and (ii) to comply in connection with this Agreement, with all privacy and data protection laws and regulations applicable to it.
Customer hereby represents, warrants and undertakes that it has lawfully obtained (including without limitation from any Authorized Users) all consents required under Applicable Law with respect to the provision by the Customer of any Customer Data it provides to COMMUNi hereunder.
Any Customer Data shall be stored and processed by COMMUNi in accordance with the Privacy Policy

14. Intellectual Property

Customer hereby grants to COMMUNi a worldwide, non-exclusive, non-transferable and non-sublicensable (except in connection with the permitted assignment of this Agreement), and royalty-free license to use the Customer Data solely for the purpose of providing the Services to Customer pursuant to this Agreement and/or to further improve the Services.
Customer acknowledges that in order to provide and/or further improve the Services, COMMUNi may transform Customer Data as well as other information related to the use of the Services by the Participant to anonymized, aggregated information (“Anonymized Data”). All Anonymized Data shall not be considered as Customer Data, and COMMUNi may freely use such Anonymized Data, both during the Term and following its termination, provided that COMMUNi shall not use Anonymized Data in a manner that links any individual or the Customer to such Anonymized Data without Customer’s prior written approval.
Other than as provided in this Agreement, COMMUNi shall not acquire (and hereby irrevocably disclaims) any rights, title or interest in or with respect to the Customer Data, and all rights (including all Intellectual Property Rights) therein are retained solely by Customer.
Other than the right to use the Services in accordance with this Agreement, Customer shall not acquire (and hereby irrevocably disclaims) any rights, title or interest in or with respect to the Platform, including all improvements, enhancements or modifications thereto, and/or the Documentation and/or any other inventions developed by COMMUNi using the Customer Data (including but not limited to the Feedback), in connection with this Agreement or the Platform or the Services. All Intellectual Property Rights related to any of the foregoing, as well as all right in the Feedback, regardless of whether any Feedback is incorporated into the Platform or subsequent versions, are hereby retained solely by COMMUNi.
Customer shall not make use of any Intellectual Property Rights belonging to COMMUNi, including any trade-marks, trade-names, domain-names or other such marks associated with the Platform, unless explicitly and specifically approved by COMMUNi in advance.

15. Third Party Software

The Platform may contain third-party, including open source, software (“Third Party Software”) that may be subject to third-party terms and conditions (“Third Party Terms”). To the extent of any conflict between any Third Party Terms and this Agreement or conditions of this Agreement, the Third Party Terms shall prevail in connection with the corresponding Third Party Software (but only to the extent of the conflict). Notwithstanding anything contained in this Agreement to the contrary, COMMUNi does not make or offer any representation or warranty and does not undertake any defense or indemnification obligation or liability, with respect to any Third Party Software.

16. Disclaimer of Warranties

COMMUNi shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by COMMUNi or by third-party providers, or because of other causes beyond COMMUNi’s reasonable control.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO WARRANTY, EXPRESS OR IMPLIED, IS MADE WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY INPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, INCLUDING FOR ANY PURPOSE RELATING TO THE SERVICES, OR ANY NONINFRINGEMENT OF THIRD PARTY RIGHTS. THE SERVICES ARE PROVIDED "AS IS" AND NO WARRANTIES ARE MADE THAT USE OF THE SERVICES WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT ANY ERRORS IN THE SERVICES WILL BE CORRETED, OR THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, NOR DOES COMMUNI MAKE ANY WARRANTY AS TO THE CONTINUED AVAILABILITY AND DEVELOPMENT OF THE SERVICES, OR TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.

17. Limitation of Liability

IN NO EVENT SHALL COMMUNI, ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES OR ANYONE ON ITS BEHALF, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOST PROFITS OR EXPENSES, ARISING IN CONNECTION WITH THE USE, OR INABILITY TO USE THE SERVICES, ANY INTERRUPTION IN AVAILABILITY OF THE SERVICES, DELAY IN OPERATION OR TRANSMISSION, VIRUSES, LOSS OF DATA, OR USE, MISUSE, RELIANCE, REVIEW, MANIPULATION, EVEN IF THE POSSIBILITY OF SUCH DAMAGES OR LOSS HAS BEEN ADVISED IN RELATION TO ONE OR MORE OF THEM. THIS LIMITATION OF LIABILITY APPLIES IRRESPECTIVE OF WHETHER OTHER PROVISIONS OF THIS AGREEMENTHAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
THE GOODS ARE PROVIDED ONLY BY THE SUPPLIERS. IN NO EVENT SHALL COMMUNi OR ANYONE ON ITS BEHALF, BE LIABLE FOR THE GOODS, OR THE QUATLITY OF THE GOODS.
WITHOUT DEROGATING FROM THE FOREGOING, COMMUNI'S TOTAL CUMULATIVE LIABILITY UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY CUTOMER TO COMMUNI IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

18. Indemnification

Customer hereby agrees to indemnify and hold harmless COMMUNi and anyone on its behalf against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of this Agreement or Applicable Law by the Customer in connection with its use of the Services.
COMMUNi shall hold Customer harmless from liability to third parties resulting from infringement by the Services of any Intellectual Property Rights of third parties. The foregoing obligations do not apply with respect to portions or components of the Services (i) not supplied by COMMUNi, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by COMMUNi, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer's use of the Services is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by COMMUNi to be infringing, COMMUNi may, at its option and expense (a) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Services, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Services.
The indemnifications of this Section ‎18 ‎are conditioned upon the indemnified party: (i) providing the indemnifying party with prompt written notice of any claim which the indemnified party seeks to be indemnified, defended or held harmless under this Agreement; (ii) granting the indemnifying party full authority and control over the defence and settlement of any such claim; and (iii) reasonably cooperating, including actions aimed at the mitigation of damages, with the indemnifying party and its agents in defence of any such claim. The indemnified party shall have the right to be represented in any suit or action by advisory of its selection at its expense.

19. Miscellaneous

COMMUNi may state in its website or otherwise the fact that the Customer is a client of COMMUNi, and may otherwise utilize the Customer's name or trademark for publicity purposes.
The relationship of the parties hereto is that of independent contractors. Nothing contained in this Agreement is intended implicitly, or is to be construed, to constitute a partnership, joint venture, agency, employment, or any other relationship between Customer and COMMUNi. No party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of any other party or to bind any other party to any contract, agreement or undertaking with any third party.
A party may not assign any rights or obligations under this Agreement without the prior written consent of the other party, and any such attempted assignment without prior written consent shall be deemed null and void. Notwithstanding the foregoing, COMMUNi may assign all of its rights and obligations under this Agreement to any of its affiliates and/or to any third party which purchases substantially all of its assets and/or into which it is merged.
If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason or in any respect whatsoever, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
Any failure to enforce any provision of this Agreement by a party shall not constitute a waiver thereof or of any other provision hereof, and any waiver by a party of any breach or default by the other party shall not constitute a waiver of any different subsequent breach or default. All waivers shall only be effective if made in writing and signed by the Party making the waiver.
This Agreement shall constitute the sole and entire agreement between the parties, with respect to the subject matter of this Agreement, and shall supersede any and all prior agreements, whether oral or written. In case of a contradiction between this Agreement and any specific Order Form, the terms of the relevant Order Form shall prevail.
COMMUNi reserves the right, at its sole discretion, to amend these Terms of Service at any time and will notify Customer of any material changes to these Terms of Service, at least 14 days in advance, by posting a notice on the Service or sending email to the primary email address specified in the Customer's account. Customer's continued use of the Services after those 14 days constitutes agreement to those revisions of these Terms of Service. For any other modifications, Customer's continued use of the Services constitutes agreement to our revisions of these Terms of Service.
This Agreement will be governed exclusively by, and construed exclusively in accordance with the laws of the State of Israel, without regard to the conflict of law provisions thereof. Any dispute arising under or in relation to this Agreement shall be resolved in the competent courts of Tel Aviv-Jaffa, and each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of such courts.
Any notice or other communication to be made or given by one party to the other under this Agreement shall be in writing and shall be delivered by hand, transmitted by e-mail or sent by prepaid registered mail to the party to whom the notice is given, transmitted or sent, at its address set forth in the preamble to this Agreement. A notice shall be deemed to have been served: (i) if delivered by hand, when actually delivered; or (ii) if sent by email, the next business day after receipt of confirmation of transmission; or (iii) if sent by mail, 72 hours after being mailed by registered mail, postage prepaid.

Last updated: 11th January 2024