Effective Date: April 1st, 2025
This Software-as-a-Service License Agreement (the “Agreement”) is entered into by and between Atmoz Ltd., an Israeli company with its principal place of business in Tel Aviv, Israel (“Atmoz”, “we”, “us”, or “our”), and the customer agreeing to these terms (“Customer”, “you”, or “your”). This Agreement governs your access to and use of the Atmoz platform, including any associated applications, websites, browser extensions, APIs, documentation, or services (collectively, the “Software”).
By accessing, installing, or using the Software, you agree to be bound by this Agreement. If you do not agree, you must not use the Software.
1. License Grant
1.1 Scope of License
Subject to full compliance with this Agreement and payment of applicable fees, Atmoz grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Software as a hosted service (SaaS) solely for Customer’s internal business operations during the Subscription Term.
1.2 Free or Trial Use
If Customer is using the Software on a free or trial basis, Customer acknowledges and agrees that such use is provided “as-is” and without warranties or support, and Atmoz shall have no liability whatsoever arising from such use.
2. Subscription Term and Termination
2.1 Term
The term of this Agreement begins when you first access the Software and continues for as long as you are an active subscriber or until terminated in accordance with this section.
2.2 Termination for Cause
Atmoz may suspend or terminate access to the Software, in whole or in part, with immediate effect, if:
Customer breaches any material term of this Agreement;
Customer engages in fraud, abuse, or any illegal or unauthorized use of the Software;
Customer’s behavior creates legal, operational, or reputational risk for Atmoz.
2.3 Effect of Termination
Upon termination, all rights granted to Customer will immediately cease, and Customer shall discontinue all access and use of the Software. Fees paid are non-refundable unless otherwise stated.
3. Restrictions
Customer shall not:
Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure of the Software;
Sell, resell, rent, lease, sublicense, or otherwise make the Software available to any third party;
Use the Software to develop a competing product or service;
Interfere with or disrupt the integrity or performance of the Software;
Use the Software in any unlawful or unauthorized manner.
4. Ownership
All rights, title, and interest in and to the Software, including all intellectual property rights therein, remain with Atmoz. No rights are granted to Customer other than as expressly set forth herein.
5. Fees and Payment
Customer agrees to pay all fees specified in the applicable pricing plan. Fees are due in advance and are non-refundable except as required by law. Failure to pay fees when due may result in suspension or termination of access to the Software.
6. Confidentiality
Each party agrees to protect the other’s confidential information with the same degree of care it uses to protect its own, but in no event less than reasonable care. Confidential information does not include information that is publicly available or rightfully obtained from a third party without restriction.
7. Warranties and Disclaimers
7.1 Warranty Disclaimer
To the maximum extent permitted by law, the Software is provided “as is” and “as available,” without warranties of any kind, whether express, implied, statutory, or otherwise. Atmoz disclaims all implied warranties, including without limitation, warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
8. Limitation of Liability
To the fullest extent permitted by applicable law:
In no event shall Atmoz be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption, arising from or related to this Agreement or the use of the Software.
Atmoz’s total cumulative liability under this Agreement shall not exceed the amount paid by Customer for the Software in the twelve (12) months preceding the claim.
If Customer is using the Software for free, Atmoz shall have no liability whatsoever arising from such use.
9. Indemnification
Customer agrees to indemnify, defend, and hold harmless Atmoz and its affiliates, officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorney’s fees) arising from Customer’s breach of this Agreement, misuse of the Software, or violation of applicable law.
10. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict of law rules. Any dispute, controversy, or claim arising out of or in connection with this Agreement shall be exclusively submitted to the competent courts located in Tel Aviv, Israel, and each party hereby submits to the exclusive jurisdiction of such courts.
11. Export Compliance
Customer agrees not to use or access the Software in violation of any export laws or regulations of Israel, the United States, or any other applicable jurisdiction.
12. Miscellaneous
12.1 Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, understandings, and representations.
12.2 Assignment
Customer may not assign or transfer this Agreement without Atmoz’s prior written consent. Atmoz may assign this Agreement without restriction.
12.3 Force Majeure
Atmoz shall not be liable for any delay or failure in performance due to events beyond its reasonable control, including acts of God, natural disasters, strikes, wars, terrorism, and Internet or power outages.
12.4 Severability
If any provision of this Agreement is held to be unenforceable, such provision shall be severed, and the remaining provisions shall remain in full force and effect.
12.5 No Waiver
Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.
