THIS AGREEMENT (THE “AGREEMENT”) GOVERNS THE ACCESS TO, PROVISION AND USE OF SIGNALS
ANALYTICS LTD.'S ("WE", "US" AND "OUR" SHALL BE INTERPRETED ACCORDINGLY, OR “SIGNALS”)
WEB-BASED PRODUCT FOR DATA ANALYTICS AND INTELLIGENCE, AS WELL AS ITS ACCOMPANYING
OR ANCILLARY SERVICES (COLLECTIVELY, THE “SERVICES”). THE ANALYTICAL AND INTELLIGENCE
CONTENT AND DATA PRESENTED ON OR PROVIDED THROUGH THE SERVICES (COLLECTIVELY, THE
“CONTENT”) CONSTITUTE AN INTEGRAL PART OF THE SERVICES.
THIS AGREEMENT CONSTITUTES A BINDING CONTRACT BETWEEN SIGNALS ANALYTICS LTD. AND
YOU – THE LEGAL ENTITY IDENTIFIED AT THE BOTTOM OF THIS AGREEMENT AND IN ONE OR MORE
EXECUTED WORK ORDER(S) ATTACHED AS EXHIBIT A HERETO (EACH, A “WORK ORDER”). THE TERMS
"YOU", "YOUR" OR “CLIENT” WILL APPLY TO SUCH LEGAL ENTITY.
SCOPE AND USE OF THE SERVICES; RESTRICTIONS
1. Subject to the terms of this Agreement, your due payment of all applicable service fees and the
features, options and further terms specified on the Work Order, you and your employees (acting on
your behalf) (the “Staff”), may access and use the Services (and the Content and Reports therein) only
during the term of this Agreement (except for Reports which may be used after expiration of this
Agreement), on a limited, temporary, revocable (pursuant to the terms hereof), non-exclusive, nonassignable
and non-transferable (and non-sublicensable) basis, strictly for your internal business
purposes. You are fully responsible to all of the acts and omissions of your Staff and hereby undertake to
ensure their compliance with the terms hereof.
2. Certain portions of the Content are made available to you through the Services in the form of tailored
and structured documents that you may download (“Reports”).
3. You acknowledge that you shall be solely responsible to acquire, pay for, repair and maintain all the
equipment, software, hardware, services, including data connection services or any other services or
equipment necessary for using the Services.
4. You represent and warrant that you and your Staff will use the Services, Content and Reports only for
lawful purposes and in accordance with this Agreement and with all applicable laws, regulations,
guidelines and standards, including without limitation export control laws under US and Israeli law.
5. We may employ various technological measures to enforce the restrictions of this Agreement. You and
your Staff must not remove or attempt to remove or circumvent any such measures.
6. Signals may, at its sole discretion, but is not obligated to, introduce, at its discretion, new or additional
functionalities and/or features to the Services, without prior notice. Signals also reserves the right to
remove, at its sole discretion, any existing functionalities and/or features, provided that in the event
such removal significantly impacts the Services, Signals will provide you with advance notice of the changes.
7. Access to the Services by you and your Staff is facilitated through account usernames and passwords.
You are solely responsible for all activity conducted via these accounts. You are responsible to ensure
that all passwords for your accounts are kept confidential and you will be solely and exclusively
responsible for any unauthorized use thereof. Signals will not be liable for any loss that you may incur as
a result of unauthorized use of your account, or account information, or any Services or materials,
including the Content and Reports, either with or without your knowledge.
8. You may not, and must ensure that your Staff does not:
8.1. Reproduce, mirror, resell, license, rent, lease, transfer, lend, timeshare, assign, scrap,
redistribute or display the Services, Content and/or Reports or any part thereof and/or
provide or make them available to any third party by any means or methods;
8.2. Sell, license (or sub-license), lease, assign, transfer, pledge, or share your account and/or
any of your rights under this Agreement with/to any third party;
8.3. Copy, modify, translate and/or create any derivate works of the Services, Content and/or
Reports provided, however, that you and your Staff may retain a reasonable number of
copies of the Reports for lawful use pursuant to the license set forth in Section 1 above;
8.4. Engage in or attempt to engage in: (i) any form of modifying, reusing, disassembling,
decompiling, reverse-engineering, deriving the source code of, translating, testing,
scanning, scraping, probing or hacking the software used to provide aspects of the
Services; (ii) breaching the security or licensing mechanism of the Services or identifying
any security vulnerabilities thereof; (iii) interfering with, circumventing, manipulating,
impairing or disrupting the operation of the Services; (iv) working around or circumventing
any technical limitations in the Services; (v) accessing the Services through or use with the
Services any unauthorized means, services or tools including without limitation any data
mining, robots, or any other automated means or data gathering and extraction tools,
including without limitation in order to extract for re-utilization of any parts of this Services;
or (vi) using any tool to enable features or functionalities that are otherwise disabled,
inaccessible or undocumented in the Services;
8.5. Create any software or program that links, embeds (including without limitation by framing
or deep-linking) or makes direct function calls to Services and/or any software used to
provide aspects of the Services;
8.6. Remove, alter or cause not to be displayed, any trademarks, copyright notices or start-up
messages provided as part of the Services, Content and/or Reports;
8.7. Use the Services, Content and/or Reports for any activity that constitutes or encourages
conduct that would constitute a criminal offense, give rise to civil liability or otherwise
violate any applicable law including, without limitation, laws governing privacy and data
protection, right of publicity, copyright, trademarks export control, consumer protection,
unfair competition, anti-discrimination and false advertising.
8.8. Use the Services, Content and/or reports in order to create a similar or competitive product
or service; or
8.9. Use the Services to store or transmit any viruses, worms, time bombs, Trojan horses and
other harmful or malicious code, files, scripts, agents or programs.
8.10. Download or otherwise export or re-export the Services, Content and/or Reports or
underlying information or technology (a) into (or to a national or resident of) Cuba, Iraq,
Libya, North Korea, Lebanon, Iran, Syria or any other country to which the U.S. and/or Israel
has embargoed goods and services; or (b) to anyone on the U.S. Treasury Department's list
of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial
SUPPORT AND ADDITIONAL SERVICES
9. During the term of this Agreement, we, either directly or with the assistance of third parties, may elect
to provide you with reasonable technical support for questions, problems and inquiries regarding the
Services during our business days and hours, and pursuant to the support scheme, hours and channels
separately conveyed to you in writing, subject to Signals' then current policies. In addition to the
disclaimers and limitation of liability provisions set forth in this Agreement, we and relevant third parties
make no guarantees as to any specific response-times or the successful or satisfactory resolution of
any question, problem or inquiry.
10. As part of the Services, and throughout the term of the Services (as fixed in the Work Order), we shall
make available to you such training (on site and/or workshops) as specified in the Work Order, and
against payment of such fees as specified in the Work Order.
11. Additional services may be offered from time to time, subject to mutual agreement on the scope of
such fees and the payment therefor.
TERM; TERMINATION AND EXPIRATION
12. This Agreement shall commence, and become effective, upon the date of signature set forth at the
bottom of the Agreement , and shall continue for the subscription period set forth in the Work Order, and
thereafter by automatic successive renewal of the subscription period, unless earlier terminated as set
forth in Section 13 below and/or terminated by either party, by advance written notice to the other
party, at least thirty (30) days prior to the end of the then-current subscription period.
13. Signals, at its sole discretion, may also terminate your right to access to and use of the Services,
Content and Reports immediately if you breach any term of this Agreement and/or take actions, or fail
to act, in a way that Signals reasonably believes may cause it damage and/or liability, impairs the rights
of Signals to its assets including to any Signals' IPR (as defined in Section 25 below), or if the provision
of the Services to you by Signals is, in Signals’ sole opinion, no longer commercially viable.
14. Upon expiration or termination of this Agreement, you shall, and ensure our Staff shall, immediately
discontinue using the Services, including the Content. You may, however, continue using Reports that
you retrieved from the Services prior to termination of this Agreement, subject to the license set forth
in Section 1 above and the conditions and restrictions set forth in this Agreement. Upon expiration or
termination of this Agreement, we may suspend your accounts on the Services and block your access
15. The provisions of the following Sections shall survive termination and/or expiration of this Agreement:
4, 5, 8, 14-46.
16. Signals charges periodical fees for the Services, as set forth in the Work Order ("Fees"). The Service
Fees do not include any local, state, federal, VAT or foreign taxes, levies or duties of any nature,
including value-added, sales use or withholding taxes ("Taxes"). The Client is solely responsible for
paying all Taxes, excluding only taxes based on Signals’ net income. If Signals has the legal obligation
to pay or collect Taxes for which the Client is responsible, the appropriate amount shall be invoiced to
and paid by the Client in addition to the Fees, unless the Client provides Signals with a valid tax
exemption certificate authorized by the appropriate taxing authority.
17. All payments hereunder shall be made by wire transfer to the account designated by Signals.
18. All fees charged hereunder, including the Service Fees, are non-refundable. Service Fees are not
based on actual usage, so even if you do not use the Services, Content and/or Reports you will not be
entitled to a refund.
19. In addition to any other rights granted to Signals herein, Signals reserves the right to suspend or
terminate this Agreement and your access to the Services and Content immediately if your account
20. You shall not disclose the terms and conditions or special pricing provisions contained in the Work
Order, other than with the prior express written consent of Signals. Any special offers or discounts
offered to you shall be valid and applicable as set forth in the Work Order.
21. If you believe that Signals has billed you incorrectly, you must notify Signals in writing no later than
thirty (30) days after the billing date of the first billing statement in which the alleged error or problem
appeared. Signals will consider any such claim in good faith and, if uncontested, it shall set- off the
amount of overbilling from the next monthly payment.
22. For the duration of the provision of Services, Content and/or Reports and for five (5) years thereafter, any
written (including in electronic form) or oral material of a confidential nature that is provided by one
party to this Agreement (the “Disclosing Party”) to the other party to this Agreement (the “Receiving
Party”) in the course of or in connection with the Services, Content and/or Reports shall
be treated by the Receiving Party in a confidential manner, and must not be disclosed to any third
party without the express written permission of the Disclosing Party, except that the Receiving Party
may disclose such confidential information to its employees, agents and professional advisors, on a
“need to know” basis, provided such employees, agents and professional advisors are subject to
confidentiality obligations substantially similar to those herein. In any event, the Receiving Party will be
liable to the Disclosing Party for any of its employees, agents and professional advisors acts or
omissions with regard to confidential information, as though it performed those acts or omissions. The
Receiving Party may only use the proprietary and confidential information, to the extent reasonably
required for the provision and utilization of the Services, or performance and enforcement of this
Agreement. In the event that the Receiving Party is required to disclose any confidential information
under any law, regulation, or by order of a court or other competent authority, it shall promptly notify
the Disclosing Party in writing of any such requirement (to the extent legally permissible) and to the
extent disclosure is required, it shall be made to the minimum extent permissible by law. For purposes
of this Agreement, confidential information shall mean any trade secret, know how, idea, invention
(whether patentable or not), process, technique, algorithm, computer program (source code, object
code and other variants thereof), design, schematic, drawing, formula, data, product development plan,
strategy, forecast and other technical, engineering, manufacturing, product, marketing, servicing,
financial, personnel and other information and materials relating to the Disclosing Party or any of its
employees, consultants, investors, affiliates, customers, clients, vendors or suppliers. Confidential
Information shall not include information to the extent that the Receiving Party can demonstrate that
such information: was independently developed by or for the Receiving Party without reference to or
use of the information; was lawfully received, without confidentiality obligations, from a source other
than the Disclosing Party that has the right to furnish such Information; was or has become generally
available to the public without breach of confidentiality obligations of the Receiving Party; was in the
Receiving Party’s possession without restriction or was known by the Receiving Party without restriction
at the time of disclosure.
23. Notwithstanding the foregoing, the Content and Reports shall remain as Signals' confidential
information in perpetuity.
24. Any data that you provide to Signals may be used by Signals solely to provide, improve and operate
the Services, and perform and enforce this Agreement, except for aggregate data that does not
identify the Client which may be used by Signals without restrictions. Such data is regarded as your
confidential information that is subject to the above provision. If this Agreement expires or is
terminated, Signals will have no obligation to maintain or forward to you any of your data. It is your
responsibility to prepare your own data backups.
25. Notwithstanding the foregoing, Signals may display your names, trademarks or logos (in the form
provided by you) on a customer reference page, or otherwise as may be necessary for Signals’
marketing efforts or for the provision of Services hereunder.
26. All rights, title and interest in and to the Services, including without limitation the Content, Reports, the
underlying software,, underlying data, platforms, algorithms, technology, design, any information,
services, texts, files, sound, music, videos, various applications, organization, structure, "look and feel"
and features and any modifications, enhancements and derivatives thereof and all Intellectual Property
Rights associated therewith ("Signals IPR"), are exclusively owned by Signals or its licensors. Other
than the limited license to use the Services, Content and Reports set forth in Section 6 above Signals
does not grant you or any third party any other rights connection with the Services, including without
limitation the Content and Reports. "Intellectual Property Rights" means worldwide, whether
registered or not (a) rights associated with works of authorship, designs, mask works and photography
including copyrights; (b) trademarks, service marks, domain names, logos, trade names, trade dress,
the right to publicity and goodwill rights; (c) patents, patent applications and industrial designs; (d)
trade secrets; (e) rights analogous to those set forth herein and any other proprietary rights relating to
intangible property; (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as
applicable) now existing or hereafter filed, issued, or acquired.
27. Use of the Services, Content and/or Reports in violation of the limited rights granted hereunder or
restrictions imposed in this Agreement may result in the termination of your rights hereunder and may
expose you to claims for damages. You agree to take all reasonable steps to prevent unauthorized
copying, use or disclosure of any software provided to you by Signals.
REPRESENTATIONS AND WARRANTIES
28. You represent and warrant that:
28.1. You have the full right, power and authority to enter into this Agreement and carryout all of
your obligations set forth herein;
28.2. You are not a competitor of Signals;
28.3. You assume full, exclusive and sole responsibility for determining the appropriateness of
using the Services, Content and Reports in accordance with this Agreement and you
assume all risks associated with such use, including, but not limited to risks of program
errors, damage to or loss of data, programs or equipment and unavailability or interruption
28.4. You have all required rights, licenses, permits, approvals and consents to use and provide
to Signals all of the content, materials and information that you provide to Signals;
28.5. Any and all of the content, materials and information that you provide Signals: (i) comply and
will comply with all applicable laws, rules and regulations, this Agreement and will not
(including its use in connection with the Services) infringe the rights of any third party,
including any Intellectual Property Rights and the right to privacy, (ii) are free from any
restrictions, third party rights, payment obligations and/or royalties (including without
limitation to any collecting societies).
29. We make no representations or warranties in connection with the adequacy or suitability of the
Services, Content and/or Reports for your needs. You should carefully assess whether the Services,
Content and/or Reports are adequate and right for you and your business prior to accepting the
Agreement. Signals may provide you with a test account or demonstration of the Services, and assist
you in making your decision. However, you and your Staff use the Services Content and Reports
entirely at your own risk.
30. YOU AGREE THAT YOUR USE OF THE SERVICES, INCLUDING THE CONTENT AND THE REPORTS
SHALL BE AT YOUR OWN RISK. THE SERVICES, INCLUDING WITHOUT LIMITATION THE CONTENT
AND REPORTS ARE PROVIDED "AS IS". SIGNALS AND ITS LICENSORS HEREBY DISCLAIM ANY AND
ALL REPRESENTATIONS AND/OR WARRANTIES IN RESPECT OF THE SERVICES, INCLUDING THE
CONTENT, AND REPORTS, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS AND/OR
WARRANTIES RELATING TO THE CONTINUITY, RELIABILITY, ACCURACY, CORRECTNESS OR
SUITABILITY OF THE SERVICES, REPORTS OR CONTENT, INCLUDING WITHOUT LIMITATION AND
TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ANY EXPRESS, IMPLIED OR
STATUTORY WARRANTY OF LACK OF VIRUSES AND THE LIKE, LOSS OF DATA, DAMAGE TO
HARDWARE, TIMELY DELIVERY, QUALITY, SECURITY, VALIDITY, STABILITY, COMPLETENESS,
CORRECTNESS, MERCHANTABILITY, NON- INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE,
TITLE AND QUIET ENJOYMENT, EXPECTED BUSINESS RESULTS OR EARNINGS, EXPECTED
OUTCOME OR BUSINESS BENEFITS FROM UTILIZING THE SERVICES, REPORTS OR THE CONTENT.
SIGNALS AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THE USE OF THE
SERVICES, CONTENT AND/OR REPORTS WILL BE UNINTERRUPTED OR ERROR-FREE. WE DO NOT
GUARANTEE THAT THE SERVICES, CONTENT AND/OR REPORTS WILL OPERATE IN AN
UNINTERRUPTED OR ERROR-FREE MANNER, OR THAT IT WILL ALWAYS BE AVAILABLE, FREE FROM
ERRORS, OMISSIONS OR MALFUNCTIONS, OR ENTIRELY SECURE FROM UNAUTHORIZED ACCESS.
31. THE SERVICES, CONTENT AND REPORTS ARE PROVIDED MERELY AS AN INFORMATION
PLATFORM, TO BE USED BY YOU AS A TOOL. SIGNALS DOES NOT PROVIDE ANY ADVICE OR
CONSULTATION IN RESPECT OF ANY TRANSACTION, PRODUCT, PROCESS, RESEARCH,
DEVELOPMENT, BUSINESS PLAN OR OTHERWISE AND DOES NOT PROVIDE ANY ADVICE OR
CONSULTATION REGARDING THE USE OR PURPOSE OF USE OF THE SERVICES, CONTENT AND
REPORTS AND DOES NOT ENDORSE ANY OUTPUT THEREOF AND/OR ANY DATA USED
THEREWITH, INCLUDING WITHOUT LIMITATION ANY MARKET INDICATION OR RESEARCH
RESULTS. ALL USE OF AND RELIANCE ON THE SERVICES, CONTENT AND/OR REPORTS AND THEIR
RESULTS SHALL BE SOLELY UNDER YOUR RESPONSIBILITY AND LIABILITY.
32. THE SERVICES, INCLUDING THE CONTENT AND REPORTS, ARE NOT DESIGNED FOR USE IN
CONNECTION WITH CRITICAL OR LIFE SAVING INFRASTRUCTURES, SYSTEMS THAT CONTAIN OR
PROTECT AGAINST DANGEROUS OR HAZARDOUS MATERIALS OR FORCES, NATIONAL SECURITY
PURPOSES OR NUCLEAR, CHEMICAL, OR BIOLOGICAL WEAPONS.
LIMITATION OF LIABILITY
33. Signals, including its shareholders, directors, officers, employees, licensors and/or suppliers, bear no
responsibility or liability, regarding your reliance upon, or use of, the Services, Content or Reports or
your actions or omissions in consequence of the Services, Content or Reports. We, and our
shareholders, directors, officers, employees, licensors and/or suppliers make no representation or
judgment as to the Services, Content or Reports. The inclusion of Content or Reports on or through the
Services does not constitute an endorsement, sponsorship, recommendation or encouragement to
engage in any interaction, activity, transactions or dealings, nor does it constitute an authorization or
representation of our affiliation with third parties. Any and all communications, dealings, engagements,
transactions, and interactions you make based on the Services, Content or Reports, and all
consequences resulting from the above are strictly between you and the relevant third party, and you
assume full and exclusive responsibility for them. We are not a party to those communications,
interactions, dealings, engagements or transactions. YOU HEREBY WAIVE ANY AND ALL CLAIMS AND
CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET
ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE
DOWNLOAD OF ANY MATERIAL FROM THE SERVICES.
34. THE AGGREGATE AND TOTAL LIABILITY, OF SIGNALS AND ITS SHAREHOLDERS, DIRECTORS,
OFFICERS, EMPLOYEES, LICENSORS AND SUPPLIERS UNDER THIS AGREEMENT AND FOR ANY
MATTER ARISING THEREFROM OR FROM THE SERVICES, INCLUDING THE CONTENT, AND/OR THE
REPORTS WILL NOT EXCEED THE AMOUNTS YOU HAVE ACTUALLY PAID TO SIGNALS IN THE
TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT PURPORTEDLY GIVING RISE
TO THE CLAIM. NEITHER SIGNALS (INCLUDING ITS SHAREHOLDERS, DIRECTORS, OFFICERS AND
EMPLOYEES) NOR ITS LICENSORS OR SUPPLIERS WILL BE LIABLE, UNDER ANY LEGAL THEORY,
WHETHER CONTRACT, TORT OR OTHERWISE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS,
LOST BUSINESS OPPORTUNITIES, BUSINESS INTERUPTION, REVENUE, INCOME, GOODWILL, USE,
DATA OR OTHER INTANGIBLE LOSSES WHETHER OR NOT FORESEEABLE) RELATED TO THE
SERVICES, CONTENT OR REPORTS, INCLUDING WITHOUT LIMITATION YOUR RELIANCE THEREON,
OR FROM ANY ERROR, INCOMPLETENESS, INCORRECTNESS OR INACCURACY OF THE CONTENT
OR REPORTS, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR
HAD THE ABILITY TO FORESEE SUCH DAMAGES. YOU ACKNOWLEDGE THAT THE SERVICE FEES
(AND OTHER APPLICABLE FEES) CHARGED BY SIGNALS ARE BASED ON THIS LIMITATION.
35. You agree to indemnify and hold harmless Signals and its shareholders, directors, officers, employees,
licensors, suppliers, and subcontractors, upon our request and at your own expense, from, and
against, any damages, loss, costs, expenses and payments, including attorney’s fees and legal
expenses, arising from any third party complaint, claim, plea, or demand in connection with: (a) the
Services, Content and/or Reports, including without limitation breach or violation of any provision or
representation herein; or (b) your violation or infringement of any third party right, including without
limitation any Intellectual Property Right or the right to privacy.
GOVERNING LAW & VENUE
36. Regardless of your place of business, your jurisdiction of incorporation, or where you or your Staff
access or use the Services, Content and/or Reports from, this Agreement, the Work Order and your
and your Staff’s use of the Services, Content and/or Reports shall be exclusively governed in all
respects by the laws of the State of Israel, without regard to its conflicts of laws provisions. Any
disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the
Services will be subject to the sole and exclusive jurisdiction of the competent courts located in Tel
Aviv-Jaffa, Israel. You hereby expressly consent to personal jurisdiction in Israel and expressly waive
any right to object to such personal jurisdiction or the non-convenience of such forum.
Notwithstanding the foregoing, we may lodge a claim against you pursuant to the indemnity clause
above, in any court adjudicating a third party claim against us. You acknowledge that in the event of
breach or threatened breach of any provision of this Agreement by you, Signals could suffer significant
and irreparable harm that could not be satisfactorily compensated in monetary terms, and that the
remedies at law available to Signals may otherwise be inadequate and Signals shall be entitled, in
addition to any other remedies to which it may be entitled to under law or in equity, to the immediate
ex parte issuance, without bond, of an equitable relief, including without limitation an injunctive relief.
The Executive hereby acknowledges and agrees that Signals shall not be required to post bond as a
condition to obtaining or exercising any such remedies, and you hereby waives any such requirement
or condition. The application of the United Nations Convention of Contracts for the International Sale
of Goods or other international laws is expressly excluded.
37. This Agreement and the Work Order constitute the entire agreement between you and us concerning
the subject matter herein, and supersede all prior and contemporaneous negotiations and oral
representations, agreements and statements.
38. The failure of Signals to enforce any right or provision of this Agreement will not constitute a waiver of
such right or provision on the part of Signals.
39. Any notices that Signals is required to provide under the Agreement may be provided via e-mail or
posted to your e-mail address or physical address on record in your Services account information.
Notices will be deemed given forty-eight (48) hours after sending. If you elect to terminate the
Services, or to change your account or billing information, you need to provide notice via our customer
support representatives by sending an e-mail to SUPPORT@SIGNALSGROUP.COM with mail follow up
to our main offices at 7 Giborey Israel St. Netanya 42504, Israel.
40. If any provision of this Agreement is held to be invalid or unenforceable, the other provisions of this
Agreement will remain enforceable and the invalid or unenforceable provision will be deemed
modified so that it is valid and enforceable to the maximum extent permitted by law.
41. YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY
LIMITATIONS IN THIS AGREEMENT ARE MATERIAL BARGAINED FOR BASIS OF THIS AGREEMENT
AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY YOU TO
ENTER INTO THIS AGREEMENT.
42. This Agreement and the Work Order may only be modified by written amendment duly executed by
both parties. No waiver, concession, extension, representation, alteration, addition or derogation from
the Agreement by us, or pursuant to the Agreement, will be effective unless consented to explicitly
and executed in writing by our authorized representative.
43. You may not assign or transfer your rights and obligations under the Agreement or the Work Order,
without our prior written consent. Any attempted or actual assignment by you, without our prior
consent, shall be null and void. We may assign this Agreement, the Work Order and the data collected
and processed, in their entirety, including all right, duties, liabilities and obligations therein and with
respect thereto, to a third-party, upon a merger, acquisition, reorganization or the sale of all or
substantially all of our equity or assets relating to the Agreement. By virtue of such assignment, the
assignee assumes our stead, including all right, duties, liabilities and obligations.
44. Any delay in the performance of any duties or obligations of either party (except the payment of
money owed) will not be considered a breach of this Agreement if such delay is caused by a labor
dispute, shortage of materials, fire, earthquake, flood, war, terrorism, or any other event beyond the
control of such party.
45. Your relationship with Signals is that of an independent contractor, and neither party is an agent,
partner, joint venturer or employee of the other.
46. No provisions of this Agreement are intended or shall be construed to confer upon or give to any
person or entity other than you and Signals any rights, remedies or other benefits under or by reason of
47. ANY CAUSE OF ACTION INITIATED BY YOU AND ARISING OUT OF OR RELATED TO THE SERVICE
MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE,
SUCH CAUSE OF ACTION IS PERMANENTLY BARRED AND YOU SHALL BE DEEMED TO WAIVE ANY
CLAIM YOU MAY HAVE IN ESPECT THEREOF.
IN WITNESS THEREOF, the parties have caused this Agreement to be signed and delivered by their duly
authorized officers, as set forth below.