General Terms and Conditions

These General Terms and Conditions shall apply to the business relationship by and between Planit – Scheduling Solutions Ltd. (“PLANIT“) and the legal entity installing and using the Software (defined below) (“Customer“) (each a “Party”). “Software” means: (i) any software or firmware owned or licensed by PLANIT and provided to Customer by PLANIT or its Authorized Representative (defined below) including updates and upgrades but excluding Third Party Software (defined below); and (ii) all accompanying user manuals, help guide and other documentation.

These General Terms and Conditions, together with any order form(s), contract(s) and/or any other documents entered into between Planit and the Customer, shall be refereed to, together, as the “Agreement”. In any case of a discrepancy between the General Terms and Conditions and the relevant order form/ contract, the terms of the order form/ contract will prevail.

This Agreement also has a version in the Hebrew language. In any case of contradiction between the documents, the text in the Hebrew language will prevail.

 

PLEASE NOTE: BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, OR USING THE SOFTWARE, OR BY CHOOSING THE “I ACCEPT” OPTION LOCATED ON OR ADJACENT TO THE SCREEN WHERE THIS AGREEMENT MAY BE DISPLAYED, CUSTOMER AGREES TO THIS AGREEMENT. THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF CUSTOMER REPRESENTS AND WARRANTS THAT IT HAS FULL AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THIS AGREEMENT, IT MUST NOT DOWNLOAD, INSTALL, COPY, ACCESS, OR USE THE SOFTWARE AND MUST PROMPTLY RETURN THE SOFTWARE AND PROOF OF PAYMENT TO THE PARTY FROM WHOM IT WAS OBTAINED, PROVIDED THAT THE RETURN IS MADE WITHIN TEN (10) DAYS OF THE DATE OF PURCHASE.

 

1.               License to Use Software

1.1            Subject to timely payment to PLANIT or its authorized reseller, distributor, cloud service provider or any other business representative (the “Authorized Representative“) of all payments payable in respect of the Software, and Customer’s compliance with the terms and conditions of this Agreement, PLANIT hereby grants Customer, during the fixed license term or subscription period for which the license has been purchased, a non-exclusive, non-sublicensable, non-transferable license to install and use the object code version of the Software at the specified level of use purchased by Customer, solely for Customer’s internal business operations, in accordance with the terms set forth in this Agreement and subject to any further restrictions in PLANIT documentation, and for Software embedded or included in hardware, only on such hardware with which it was provided. Customer agrees that, except for the limited, specific license rights granted in this section ‎1, Customer receives no license or other rights to the Software.

1.2            Unless otherwise authorized in writing by PLANIT and to the extent otherwise provided in the applicable license for FOSS (as defined below), Customer undertakes not to (and not to allow third parties to) (1) sublicense, lease, rent, loan, resell or otherwise transfer the Software to any third party, (2) decompile, disassemble, decrypt, extract or otherwise reverse engineer or attempt to reconstruct or discover any source code of, or any underlying ideas in, the Software (“Reverse Engineering“), (3) modify, enhance, supplement, adapt, or prepare derivative works from the Software, (4) allow others to use the Software and use the Software for the benefit of third parties, (5) develop any other product containing any of the concepts and ideas contained in the Software, (6) remove, obscure, or alter PLANIT’s or any third party’s trademarks or copyright or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Software, (7) publish any results of benchmark tests run on the Software, or (8) make unauthorized copies of the Software. To the extent required by applicable law, at Customer’s written request, PLANIT will provide Customer with such interface information needed to achieve interoperability between the Software and another independently created program, on payment of PLANIT’s applicable fee, if any.

1.3            PLANIT may perform certain analysis relating to Customer’s use of the Software and related hardware (the “Analysis Service“). Customer acknowledges and agrees that in order to enable the provision of the Analysis Service by PLANIT, the Software will transmit to PLANIT technical and statistical logs relating to performance and usage of the Software.

1.4            Maintenance and Support. For the purpose of this Agreement, “Support Services” shall mean maintenance and support services, updates, or upgrades, if such are purchased by Customer, and according to the specific period and level of service purchased by Customer.

1.5            The services granted under this agreement depend, among other things, on the line and quality of internet communication. The Customer is solely responsible for contracting with cellular operators and/or internet infrastructure providers, as well as having hardware and/or software in his hands that match the software requirements. The Customer will bear any cost associated with the aforementioned. PLANIT is exempt from any responsibility related to the loss and/or corruption of information, loss of communication (online or otherwise) or any loss and damage that may be caused and resulting from internet infrastructure and communication quality, as mentioned above.

1.6            It is hereby clarified that the Support Services do not include repairing damages and/or malfunctions that were created and/or caused to the Software as a result of any of the following:

·       A negligent act or omission by the Customer or on the Customer’s behalf.

·       Damages caused by external damage factors such as fire, earthquakes, extreme weather, lightning, fractures or cracks as a result of applying pressure or external shock or hitting a foreign object, etc.

·       Operation or maintenance of the Software or any of its components by anyone not authorized by PLANIT.

·       Operating the Software not in accordance with the instructions for use, the technical specifications or any other instruction on behalf of PLANIT as delivered to the Customer.

·       Making any changes or corrections to the Software and its components other than through PLANIT.

·       Maliciously/intentionally caused damage.

2.               Payments

2.1            Except as expressly provided in this Agreement, all payments relating to the Software, Analysis Service and Support Services are non-cancelable and non-refundable.

2.2            Any amount that is not paid to PLANIT on time will bear arrears interest, at the rate of one percent (1%) per month (or the maximum amount allowed according to law, whichever is higher), from the day designated for payment until the day it is actually paid.

2.3            Without derogating from any other remedy granted to PLANIT according to law and/or this Agreement, in any case of non-payment on time, for any reason whatsoever, PLANIT will be entitled to freeze and/or stop the service provided to the Customer.

3.               Intellectual Property

3.1            Customer acknowledges that PLANIT or its third party licensors own all right, title and interest, including all intellectual property rights, in and to the Software and Third Party Software, portions thereof, or software or content provided through or in conjunction with the Software. Except for the license granted in accordance with Section ‎1 of this Agreement, all rights in and to the Software are reserved, no licenses, implied or otherwise, are granted by PLANIT. Customer is not authorized to use PLANIT’s trademarks, service marks, or trade dress, and Customer agrees not to display or use them in any manner.

3.2            Customer hereby agrees that any feedback or ideas that Customer provides PLANIT regarding the Software including any suggested improvements thereto (“Feed­back”) will be solely and exclusively PLANIT’s property and PLANIT may use and exploit such Feedback without any obligations or restrictions. To the extent that Customer owns any rights in the Feedback, Customer agrees to assign and here­by does assign to PLANIT all right, title and interest in and to the Feedback.

4.               Open Source

PLANIT uses certain free and open-source programs (collectively, the “FOSS”) with or within the Software. To the extent the provisions of any FOSS license grant Customer additional rights, those provisions will expressly override the terms of this Agreement with respect to the applicable FOSS component. The authors, licensors, and distributors of the FOSS have disclaimed all warranties relating to any liability arising from the use and distribution of the FOSS.

5.               Third Party Software

“Third Party Software” means software owned or licensed by a third party (the “Third Party Licensor”), that is provided to Customer together with the Software but is governed by a separate end user license agreement between Customer and the Third Party Licensor of such software, a copy of which accompanies the Third Party Software and may be provided to Customer upon request (the “Third Party License Agreement“). Each Third Party Software is governed solely by the terms of the applicable Third Party License Agreement, and Customer will be responsible to do whatever is necessary or required by the Third Party Licensor for the license to the Third Party Software and related terms to take effect (e.g. online registration or “clickthrough” acceptance of the Third Party License Agreement). BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, OR USING THE THIRD PARTY SOFTWARE CUSTOMER IS ACCEPTING THE TERMS AND CONDITIONS OF THE THIRD PARTY LICENSE AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THE THIRD PARTY LICENSE AGREEMENT, IT MUST NOT DOWNLOAD, INSTALL, COPY, ACCESS, OR USE THE THIRD PARTY SOFTWARE AND MUST PROMPTLY RETURN THE THIRD PARTY SOFTWARE TO THE PARTY FROM WHOM IT WAS OBTAINED. PLANIT is not party to the Third Party License Agreement. Customer acknowledge and agree that Customer will have no recourse against PLANIT, and that PLANIT has no liability, with respect to any Third Party Software and that Customer must look solely to the applicable Third Party Licensor of the Third Party Software for any warranty, indemnity or liability relating to such Third Party Software.

If PLANIT provides Customer with Support Services in respect of any Third Party Software, then the terms and conditions of the applicable Third Party License Agreement shall apply with respect to such Support Services, and PLANIT will be deemed a third-party beneficiary to such provisions and will be entitled to the rights and benefits thereunder.

6.               Acceptable Use and Conduct

Customer shall use the Software in compliance with all applicable laws, ordinances, rules and regulations, shall not violate or attempt to violate PLANIT’s system or network security, and shall not misuse the Software in any way. Customer shall be responsible for Customer’s use of the Software.

7.               Term and Termination

7.1            This Agreement shall commence on the earlier of the date Customer starts using the Software, or the date Customer actively acknowledges Customer’s consent to the terms herein. Unless earlier terminated pursuant to the terms herein, this Agreement shall terminate upon the expiration of the license term or subscription period for which a license has been purchased by Customer.   

7.2            PLANIT shall have the right to terminate this Agreement at any time due to Customer’s breach of this Agreement by providing Customer with a written notice and in such event Customer shall not be entitled to any refund, compensation, reimbursement or damages of any kind. In addition, unless otherwise agreed between the parties in writing, PLANIT shall have the right to terminate this Agreement at any time and for any reason, in which case PLANIT shall provide a pro rata refund of the fees paid to PLANIT for the Software which relates to the period after the date of termination in the case of subscription or fixed term Software.    

7.3            Customer agrees that, upon termination or expiration of this Agreement for any reason, Customer will uninstall and cease using the Software and either destroy all copies of the Software and PLANIT documentation or return them to PLANIT. All provisions of this Agreement, other than the license granted in section ‎1 (“License to Use Software”), shall survive any termination or expiration of this Agreement.

8.               Disclaimer of Warranties

8.1            TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, ANALYSIS SERVICE AND SUPPORT SERVICES ARE PROVIDED “AS IS”. PLANIT AND PLANIT’S LICENSORS AND AUTHORIZED REPRESENTATIVES DO NOT MAKE AND HEREBY EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOFTWARE, THE ANALYSIS SERVICE AND THE SUPPORT SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PLANIT, ITS LICENSORS AND AUTHORIZED REPRESENTATIVES DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. PLANIT AND ITS LICENSORS AND AUTHORIZED REPRESENTATIVES DO NOT WARRANT THAT THE SOFTWARE WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT THE DATA CUSTOMER STORES BY USING THE SOFTWARE WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. NO ADVICE OR INFORMATION OBTAINED BY CUSTOMER FROM PLANIT OR FROM ANY THIRD PARTY OR THROUGH THE SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER USES THE SOFTWARE AT CUSTOMER’S OWN DISCRETION AND RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO CUSTOMER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SOFTWARE. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER. CUSTOMER MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION. THIS SECTION CONSTITUTES A CONTRACT FOR THE BENEFIT OF EACH OF PLANIT’S LICENSORS AND AUTHORIZED REPRESENTATIVES.

9.               Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PLANIT NOR ANY OF ITS LICENSORS AND AUTHORIZED REPRESENTATIVES, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR OTHER REPRESENTATIVES OR AGENTS, SHALL BE LIABLE TO CUSTOMER FOR: (i) ANY LOSS OF PROFITS, REVENUE, ANTICIPATED REVENUE, ANTICIPATED SAVINGS, USE, OR GOODWILL, (ii) LOSS OR CORRUPTION OF DATA, (iii) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY NATURE, (iv) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND/OR SERVICES; OR (v) UNAUTHORIZED ACCESS TO CUSTOMER’S CONTENT; IN CONNECTION WITH THE SOFTWARE, ANALYSIS SERVICE, SUPPORT SERVICES AND THIS AGREEMENT, OR ANY ACT OR OMISSION ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES WAS DISCLOSED TO IT OR COULD HAVE BEEN REASONABLY FORESEEN. WITHOUT DEROGATING FROM THE ABOVE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY PROVIDED FOR IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE AGGREGATE LIABILITY OF PLANIT AND ITS AUTHORIZED REPRESENTATIVES AND ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR OTHER REPRESENTATIVES OR AGENTS, ARISING FROM OR RELATING TO THE SOFTWARE, ANALYSIS SERVICE, SUPPORT SERVICES, THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, UNDER ANY CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CONTRACT, NEGLIGENCE OR STRICT LIABILITY, SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES ONLY WHICH SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO PLANIT (EXCLUDING VAT) FOR THE APPLICABLE SOFTWARE, ANALYSIS SERVICE OR SUPPORT SERVICES DURING THE 6 (SIX) MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL EVENT GIVING RISE TO THE LIABILITY. THE SOFTWARE IS NOT INTENDED FOR USE IN CONNECTION WITH ANY INHERENTLY DANGEROUS APPLICATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO CUSTOMER, AND CUSTOMER MAY HAVE ADDITIONAL RIGHTS. THIS SECTION CONSTITUTES A CONTRACT FOR THE BENEFIT OF EACH OF PLANIT’S AUTHORIZED REPRESENTATIVES.

10.            Indemnification by Customer

10.1          Customer shall indemnify, defend and hold PLANIT, its affiliates and licensors, each of its and their business partners and each of its and their respective employees, officers, directors and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorney fees), arising out of or in connection with any claim arising out of (i) Customer’s use of the Software in a manner not authorized by this Agreement, and/or in violation of the applicable restrictions, (ii) Customer’s violation of any term or condition of this Agreement or any applicable additional policies, (iii) Customer’s violation of any applicable law in connection with this Agreement, or (iv) Customer’s or Customer’s employees’ or personnel’s negligence or willful misconduct.

10.2          PLANIT shall promptly notify Customer of any claim subject to indemnification; provided that PLANIT’s failure to do so shall not affect Customer’s obligations hereunder, except to the extent that PLANIT’s failure to promptly notify Customer materially delays or prejudices Customer’s ability to defend the claim. At PLANIT’s option, Customer will have the right to defend against any such claim with counsel of Customer’s own choosing (subject to PLANIT’s written consent) and to settle such claim as Customer deems appropriate, provided that Customer shall not enter into any settlement without PLANIT’s prior written consent and provided that PLANIT may, at any time, elect to take over control of the defense and settlement of the claim.

11.            Indemnification by PLANIT.

   Indemnification. In certain circumstances and at PLANIT’s sole discretion and expense, PLANIT may elect to defend and indemnify Customer from and against an action brought by a third party against Customer alleging that the Software infringes or misappropriates such third party’s patent, copyright, trademark, trade secret, or other intellectual property right of such third party (the “IP Claim“). Customer shall: (i) promptly notify PLANIT in writing of any IP Claim or allegation, (ii) supply all information requested by PLANIT for, and reasonably cooperate in, the investigation or defense of an IP Claim, and (iii) upon PLANIT’s request, grant PLANIT sole control over the defense and settlement, including mitigation efforts, of an IP Claim. If PLANIT does not elect to defend and indemnify an IP Claim, Customer will not admit liability or settle the IP Claim without PLANIT’s written approval.

11.1          Remedy by PLANIT.  In the event that the Software or portion thereof is held, or in PLANIT’s reasonable opinion may be held, to constitute an infringement, PLANIT, at its option and expense, may either (i) obtain for Customer the right to continue to use such Software as contemplated herein, (ii) modify such Software so that it becomes non-infringing, but without materially altering its functionality, (iii) replace such Software with a functionally equivalent non‑infringing Software, or (iv) terminate this Agreement and provide a pro rata refund of the fees paid to PLANIT for such Software which relates to the period after the date of termination in the case of subscription or fixed term Software.

11.2          Exceptions.  The foregoing does not apply to claims to the extent arising from: (i) the combination of a Software with other products not supplied by or on behalf of PLANIT where such claim would not have arisen from the use of the Software standing alone, (ii) compliance by PLANIT with Customer’s specifications, (iii) any modification of the Software not made by or on behalf of PLANIT, where such claim would not have arisen but for such modification, or (iv) continuation of an activity by Customer where such claim would not have arisen but for such activity after having received, and had a commercially reasonable time to install, modifications from PLANIT that would have completely avoided the activity.

11.3          Entire Liability. This section ‎‎11 states the entire liability of PLANIT and Customer’s exclusive remedy for any proceedings or claims that the Software infringes or misappropriates a third party’s intellectual property right.

12.            Confidentiality

12.1          Neither receiving party shall disclose to third parties Confidential Information (as defined below) of the disclosing party, unless such disclosure is approved in writing by the disclosing Party. The receiving party will keep the Confidential Information of the disclosing party confidential and secure and will protect it from unauthorized use or disclosure by using at least the same degree of care as the receiving Party employs to avoid unauthorized use or disclosure of its own Confidential Information of like nature, but in no event less than reasonable care.

12.2          “Confidential Information” means all information, in any form, furnished or made directly or indirectly by a Party to the other Party, or to which either Party gains access in the course of or incidental to the performance of the Agreement, which is clearly identified as confidential at the time of disclosure or which, in the normal course of business, 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 receiving Party, including, without limitation such information regarding the disclosing Party and/or its affiliates as: business affairs, operations, products, projects, concepts, prototypes, processes, methodologies, formulae, blueprints, plans, inventions, projections, know how, technical knowledge, drawings, product developments, documentation, trade secrets, market opportunities, service providers, customers, marketing activities, sales, software, telecommunications and security systems, employees, subcontractors, salaries, bonuses, fees and other forms of remuneration, lists of current and potential customers, financial information (including income, profit, costs, expenses), price calculations, reductions, rebates, business structure (including ownership, interest, control and representation), offers and proposals, market analysis, statistical data, contracts, negotiations, communication, as well as all IP of a disclosing Party. “Confidential Information” also includes personal data, and any notes, memoranda, compilations, derivative works, data files or other materials prepared by or on behalf of the disclosing Party that contain or otherwise reflect or refer to Confidential Information of the disclosing Party.

12.3          The obligations of confidentiality do not apply to an information that: (i) is or becomes a part of the public domain through no act or omission of the other Party; (ii) was in the other Party’s lawful possession prior to the disclosure and had not been obtained by the other Party either directly or indirectly from the disclosing Party; (iii) is lawfully disclosed to the other Party by a third party that is not bound by restriction on the disclosure; or (iv) is independently developed by the receiving Party.

12.4          Should any Party be required by law, court or other competent state authority to disclose any Confidential Information obtained from the other Party, the disclosing Party will provide that other Party with prompt prior written notice of such request or requirement so that the other Party can seek appropriate lawful protective measures.

13.            Miscellaneous Provisions

13.1          The Software may be subject to export control laws and regulations of the State of Israel and/or additional jurisdictions. Customer shall not ship, transfer, or export the Software into any country, or make available or use the Software in any manner, prohibited by such laws and regulations or any other applicable law. Customer warrants and agrees that Customer is not: (i) located in, under the control of, or a national or resident of Cuba, Iran, North Korea, Syria or Sudan, or (ii) on the U.S Treasury Department list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders.

13.2          This Agreement will be governed by and construed in accordance with the laws of the State of Israel, without giving effect to any conflict of laws’ provisions. The parties hereby expressly reject any application to this Agreement of (a) the United Nations Convention on Contracts for the International Sale of Goods; and (b) the 1974 Convention on the Limitation Period in the International Sale of Goods, as amended by that certain Protocol, done at Vienna on April 11, 1980.

13.3          All disputes arising out of this Agreement will be subject to the exclusive jurisdiction of the competent courts of Tel Aviv, Israel, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts, except that nothing will prohibit PLANIT from instituting an action in any court of competent jurisdiction to obtain injunctive relief or protect or enforce its intellectual property rights.

13.4          The failure of PLANIT to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect.

13.5          Notwithstanding anything to the contrary in this Agreement, neither party will bring a legal action, regardless of form, for any claim arising out of or related to this Agreement more than two (2) years after the cause of action arose. Upon the expiration of such time limit, any such claim and all respective rights related to the claim shall lapse.

13.6          This Agreement constitutes the entire agreement between PLANIT and Customer with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by PLANIT.

13.7          Customer may not assign or transfer any of Customer’s rights or obligations under this Agreement to a third party without the prior written consent of PLANIT. Any attempted assignment or transfer in violation of the foregoing will be void. PLANIT may freely assign this Agreement.

13.8          This Agreement can be updated from time to time by PLANIT, at its sole discretion, in effect immediately upon publication of the amended Agreement. The Customer’s continued use of the Software after the effective date of any change will be considered as the Customer’s acceptance of the revised Agreement.

13.9          The relations of the parties – the relations between the parties are relations of an independent service provider vis-a-vis a customer. It is clarified that in any case there is no and will not be any employee-employer relationship, authorization relationship, agency relationship or partnership relationship between the parties.