END USER LICENSE AGREEMENT
THIS END USER LICENSE AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE SERVICES AND SOFTWARE (EACH, AS DEFINED BELOW) AND IS BETWEEN ALEF EDGE INC. (ALSO REFERRED TO AS “ALEF,” “WE,” “US,” OR “OUR”) AND THE ENTITY YOU REPRESENT, OR, IF YOU DO NOT DESIGNATE AN ENTITY, YOU INDIVIDUALLY (“CUSTOMER”, “YOU” OR “YOUR”). THE END USER LICENSE AGREEMENT TOGETHER WITH THE ORDER FORM (DEFINED BELOW) AND THE POLICIES CONSTITUTE THIS “AGREEMENT”. THE SPECIFIC SERVICES THAT YOU ARE ENTITLED TO ACCESS HEREUNDER WILL BE SET FORTH IN AN ORDER FORM SIGNED BY THE PARTIES OR WILL BE OTHERWISE AGREED TO BY THE PARTIES VIA A PURCHASE ORDER OR THROUGH OPTIONS IN AN ONLINE MENU MADE AVAILABLE BY ALEF AND SELECTED BY YOU IN THE PORTAL (AS DEFINED BELOW) (THE “ORDER FORM”). THIS AGREEMENT TAKES EFFECT ON THE DATE CUSTOMER EXECUTES OR OTHERWISE ASSENTS TO THE ORDER FORM (THE “EFFECTIVE DATE”). YOU REPRESENT TO US THAT YOU ARE LAWFULLY ABLE TO ENTER INTO THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT FOR AN ENTITY, YOU REPRESENT TO US THAT YOU HAVE LEGAL AUTHORITY TO BIND THAT ENTITY. CAPITALIZED TERMS USED IN THIS AGREEMENT ARE DEFINED IN SECTION 11. EACH OF CUSTOMER AND ALEF MAY BE REFERRED TO HEREIN AS A “PARTY” AND TOGETHER AS THE “PARTIES”.
ALEF MAY CHANGE THE TERMS AND CONDITIONS OF THIS AGREEMENT FROM TIME TO TIME BY PROVIDING THIRTY (30) DAYS’ PRIOR NOTICE TO CUSTOMER. CUSTOMER CAN REVIEW THE CURRENT VERSION OF THIS AGREEMENT AT ANY TIME AT https://go.wearealef.com/end-user-license-agreement. IF CUSTOMER ACCESSES THE SERVICES AFTER THE DATE ON WHICH THE REVISED AGREEMENT BECOMES EFFECTIVE, CUSTOMER’S ACCESS WILL CONSTITUTE ACCEPTANCE OF THE REVISED TERMS AND CONDITIONS. IF ANY CHANGE TO THIS AGREEMENT IS NOT ACCEPTABLE TO CUSTOMER, CUSTOMER’S ONLY REMEDY IS TO STOP ACCESSING THE SERVICES.
1. Use of the Services.
2. Purchasing Services.
3. Changes. We will provide you at least thirty (30) days’ prior notice if we materially alter a customer-facing API that you are using in a backwards-incompatible fashion, except in cases where doing so would (a) pose a security or intellectual property issue, or (b) is economically or technically burdensome.
4. Term, Termination and Suspension.
6. Proprietary Rights in Customer Data. Customer hereby grants Alef the nonexclusive, worldwide, royalty-free, fully paid up, non-sublicensable (except to Alef’s contractors and consultants performing services on behalf of Alef), nontransferable (except as set forth in Section 10) right and license to (a) copy, use, modify, distribute and display Customer Data solely to the extent necessary to perform its obligations under this Agreement, (b) copy, modify and use Customer Data in connection with internal operations and functions, including, but not limited to, operational analytics and reporting, internal financial reporting and analysis, audit functions, archival purposes and improving Company’s products and services, and (c) create aggregated and/or anonymized data, which does not include information that identifies or would reasonably be expected to identify Customer or End Users (“Aggregate Data”). For the avoidance of doubt, Aggregate Data is not Customer Data. As between the Parties, Customer reserves any and all right, title and interest in and to the Customer Data other than the licenses therein expressly granted to Customer under this Agreement.
8. Limitations of Liability. WE AND OUR AFFILIATES, LICENSORS AND SUPPLIERS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICES, OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CUSTOMER DATA OR OTHER DATA. IN ANY CASE, NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN RESPECT OF PROVISION OF SERVICES HEREUNDER WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION 8 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9. E-sim Service and Physical Sim card Service. Alef is not a telecommunications service provider and does not own the wireless network infrastructure over which it provides services to Customers. Accordingly, the provision of E-sim and Physical Sim card as a Service by Alef shall in no way be construed to determine Alef a telecommunications service provider. Alef is one of many third-party distributors for entities that provide wireless communication services. Your usage of the E-sim and Physical Sim card Service shall always remain subject to the terms and conditions stipulated by the wireless communications service provider. You acknowledge and agree that it is your responsibility to purchase traditional wireless (mobile) or fixed-line telephone services that offer access to the Service.
10. Miscellaneous. This Agreement will be binding upon the Parties, their successors, and permitted assigns. Without limiting the foregoing, neither Party may assign or transfer this Agreement, or any of its rights or obligations hereunder, in whole or in part, by operation of law or otherwise, without the prior written consent of the other Party; provided, however, that Alef may assign or transfer this Agreement or all of its rights and obligations under this Agreement, without Customer’s consent (a) to a successor-in-interest as a result of a merger or consolidation, or in connection with the sale or transfer of all or substantially all of it business or assets to which this Agreement relates, (b) to a parent or affiliate or (c) in connection with a change of control of Alef. This Agreement will be construed in accordance with the laws of the State of Delaware (excluding its choice of law rules). Each Party agrees that disputes under this Agreement will be brought exclusively in courts located within New Castle County, Delaware. No provision or part of this Agreement or remedy hereunder may be waived except by a writing signed by a duly authorized representative of the Party making the waiver. Failure or delay by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. No waiver of any breach of any term or condition of this Agreement will constitute a waiver of any subsequent breach. If any term will be held unenforceable, such term will be restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the Parties, and the remainder of this Agreement will remain in full force and effect. All notices under or related to this Agreement will be in writing and will reference the Agreement. Notices will be deemed given: (i) when delivered personally; (ii) when sent by confirmed telecopy or other electronic means; (iii) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; (iv) one (1) day after deposit with a commercial overnight carrier, with written verification of receipt or (v) in the case of Alef as the notifying Party, within five (5) days after any notification referenced in this Agreement is posted within the Portal or otherwise communicated by email to Customer. Except with respect to Alef’s notifications described in the foregoing clause (v), all communications will be sent to the addresses set forth in the Order Form. Neither Party is liable for failure or delay in performing its obligations because of causes beyond its reasonable control, including acts of God, terrorism, war, riots, fire, earthquake, flood or unanticipated degradation, failure of third party networks or communications infrastructure, or other similar events beyond the reasonable control of a Party. Each Party’s status hereunder is that of an independent contractor. Except as provided herein, neither Party will have the authority to obligate or bind the other Party in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties. In the event that any provision of this Agreement is found to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable, and such provision as so reformed will continue in effect, consistent with the intent of the Parties. This Agreement contains the entire agreement and understanding between the Parties and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter, and prevails over any conflicting terms or conditions.