Online License Agreement
Bisan Systems Ltd.
Here in after referred to as (“First Party”).
Here in after referred to as (“Second Party”).
Whereas the First Party owns, operates, and runs an online accounting and financial application and services, (collectively referred to as “the Services”). These Services shall include the use of the First Parties servers, applications, and hosting of same, providing backup and other services that will ensure the confidentiality and security of the Second Party’s information;
And whereas the Second Party is interested in subscribing to the Services provided by the First Party;
And whereas the First Party agrees to provide the Second Party with these Services in accordance with the terms and conditions of this agreement;
And whereas the Second Party agrees fully and irrevocably to the terms and conditions of this agreement;
Therefore, both parties have agreed to the following terms and conditions:
The preamble of this agreement shall be considered an integral part thereof.
Online accounting system shall mean for the purposes of this agreement “Bisan Enterprise Online Financial Edition” according to the current price list in use.
The First Party shall grant the Second Party the full and exclusive right to use its Services. These Services shall include, among others, the following:
Managing the Second Party’s financial data on the World Wide Web.
Usage of the First Party’s Servers’ and applications;
Hosting of the Second Party’s data;
Providing backup services on a daily and weekly basis;
Providing the available firewalls and anti-virus protection;
Three hour implementation services.
It is hereby agreed on between both parties that the First Party does not in anyway, shape, or form transfer title and/or ownership of the software and/or documentation and/or patents, and/or copy rights, and/or trademarks, and/or trade secrets and/or other proprietary rights applicable thereto to the Second Party.
General Practices Regarding Use, Storage and Service Access:-
First Party may establish from time to time general practices and limits concerning use of the Services. The Second Party agrees that the First Party has no responsibility or liability for the deletion or failure to store any information and other communications or other Content maintained or in the event of an error with the Services. The Second Party acknowledges that First Party reserves the right to change these general practices, limits and maximum storage at any time, in its sole discretion, provided that a notice in advance is sent to the Second Party informing it of such changes.
Modifications to the Services or Agreement:
First Party reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) at reasonable notice to Second Party.
Second Party agrees that First Party shall not be liable to any third party for any modification, suspension or discontinuance of the Services.
First Party may specify from time to time the version(s) of related products required in order to use the Service.
Yearly Subscription Fees:
First Party reserves the right to modify its fees from time to time provided that an advanced notice is sent to the Second party.
The First Party shall have the right to terminate this agreement and close the account in the event of non payment of the annual fees.
Upon termination of the agreement, the First Party agrees to reserve the right to the Second Party to subscribe to read only access for a fee equivalent to 50% of the yearly subscription fee, provided that all monies due are settled by the Second Party. If the Second Party wishes to host the application at its premises, the Second Party will pay the total cost for the usage of the offsite application according to the price list in place at the time.
The Second Party acknowledges and agrees that the First Party may suspend or terminate the account and/or deny access to, use of, or submission of data for, all or part of the Services, without prior notice, if the Second Party engages in any conduct that First Party believes, in its sole discretion: (a) violates any term or provision of the Terms of the Services, (b) violates the rights of First Party or third parties, (c) or its otherwise inappropriate for continued access and use of the Services (d) any illegal activity. In addition, First Party reserves the right to terminate past due membership accounts and the Second party agrees that upon termination, either by the Second Party or by the First Party, the First Party may delete within 30 working days all content and information related to Second Party’s account and may bar access to Second Party’s account and the Services including, but not limited to, access to any of the Second Party’s Content entered into or used in connection with the Service if the Second Party violates any of the provisions mentioned in this paragraph. Further, the Second Party agrees that the First Party shall not be liable to the Second Party or any third-party for any termination of Second Party’s access to the Service.
Representations and Warranties:
Second Party represent that, to the best of their knowledge and belief, the use of the Service does not directly or indirectly infringe the legal rights of any third party. Second Party further represents and warrants that all information provided by Second Party in connection with its subscription is accurate and reliable.
This Agreement supersedes all prior agreements and understandings between the parties related to the subject matter herein and is intended by the parties to be the complete and exclusive statement of the terms of their Agreement. Any proposed variations from or additions to this Agreement contained in any other future communication will be null and void unless agreed to in writing by an authorized representative of First Party.
First Party shall not be considered in default in performance of its obligations hereunder if performance of such obligations is prevented or delayed by acts of God or government, war, riots, acts of civil disorder, labor disputes, failure or delay of transportation or telecommunications, or any other similar cause or causes beyond its reasonable control which is considered to be as “Force Majure”.
This Agreement shall be governed by the laws of Palestine, and the courts of Ramallah shall have the exclusive right of jurisdiction in all cases.
It is hereby agreed upon that the First Party will offer technical assistance during the normal working hours of the First Party.
Second Party is responsible for maintaining the confidentiality of its account, and is fully responsible for all activities that occur under it. Second party agrees to:
1. Immediately notify First Party of any unauthorized use of any assigned or created password or any other breach of security.
2. Ensure that proper signing out from the account at the end of each session.
Responsibility for Content:-
Second Party understands that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such Content originated. This means that the Second Party, and not the First Party, is entirely responsible for all Content that Second Party upload or otherwise transmit via the Services. The First Party does not control the Content uploaded or otherwise transmitted by Second Party via the Services and, as such, does not guarantee the accuracy, integrity or quality of such Content.
It is hereby agreed upon that the First Parties entry logs and any other document that prove times of entry into the account by the Second Party shall be considered accurate, conclusive and final and the Second Party relinquishes any right to challenge such logs in anyway shape or form.