Plexa commercial policy

Software Service Agreement

Definitions –

  • “Supplier” – Elysian Softech Ltd., the company providing the software services under this contract.
  • “Client” – The legal entity using the product.

WHEREAS:

  • The company specializes in providing software services, programming, and developing software products.
  • The client and supplier wish to enter into this binding agreement for the purchase of a subscription to the Plexa software, owned by Elysian Softech Ltd., under the terms specified below (hereinafter: the “Product”).

THEREFORE, IT IS AGREED AND STIPULATED BETWEEN THE PARTIES AS FOLLOWS:

1. Introduction, Appendices, and Titles

1.1 The introduction to this agreement and its attached appendices constitute an integral part of this agreement and shall be considered as part of this contract in all respects.
1.2 The section titles in this contract are for convenience only and shall not be used for interpretation purposes.

2. The Product

Upon successful credit card payment or other transaction, the client shall select the “Service Plan” they wish to subscribe to. The supplier will grant the client the right to use the product according to the selected plan for the entire duration of this contract (hereinafter: the “Service”).

For the avoidance of doubt – intellectual property rights over the product shall remain with the supplier at all times, and only the right to use it shall be leased to the client for a monthly fee, as detailed in this contract.

3. Payment

3.1 Advance Payment & Subscription Setup Fee

  • The client shall pay, upon signing this contract, an advance payment equivalent to one month’s fee, based on the “Monthly Fee” rate set in Section 3.3 below.
  • Additionally, immediately after the specification meeting, the client shall pay a subscription setup fee, equal to the difference between the company’s pricing for the selected “Service Plan” and the advance payment already made.
  • The advance payment serves as agreed compensation in case of contract cancellation.

3.2 Monthly Payment

  • In return for the services provided by the supplier, the client agrees to pay the supplier a monthly fee at the beginning of each month, based on the company’s pricing for the supplied product.
  • The first payment shall be made immediately after the specification meeting, and subsequent payments shall be made at monthly intervals (the payments listed in Section 3.2 shall be referred to as the “Subscription Fees”).

3.3 Payment Methods

3.3.1 Payments shall be made via a standing order through a credit card or direct debit (bank order). The setup fee must be paid via credit card or bank transfer.
3.3.2 Commitment to Timely Payment

  • Immediately after the specification meeting, the client shall set up a standing order in favor of the supplier via credit card, as described in Section 3 above.
  • If any payment is not transferred on time, the supplier reserves the right to suspend the product’s availability immediately.

4. Client’s Declaration Regarding the Product’s Suitability

The client hereby declares that they have reviewed the supplier’s product and found it functional and suitable for their needs. The client commits not to raise any claims that the supplied product does not meet their requirements.

5. Contract Termination

  • Either party may terminate the contract at any time by providing written notice to the official email address listed in the contractual documentation.
  • The termination shall take effect immediately, and the client will be refunded the pro-rated portion of the monthly payment for the remaining days of that month.

6. Compliance with Laws and Third-Party Usage Policies

  • The client agrees not to use the product for any illegal purposes or in a manner that violates the terms of service of third-party providers that power the product.
  • Specifically, the client agrees not to violate the usage policies of OpenAI and Twilio.

7. Payment for Third-Party Service Providers

  • The client understands that for the product to function properly, monthly subscription fees must be paid to external service providers (OpenAI, Twilio).
  • The parties agree that the client shall bear these costs.
  • Each month, the supplier shall provide the client with invoices reflecting these expenses, which will be transparently displayed in the Office-Back system provided to the client.
  • The client commits to reimbursing the supplier by adding these costs to the following month’s subscription fee.

8. Intellectual Property Protection

  • The client agrees not to allow third parties to use the product.
  • The client acknowledges that the right to use the product is leased exclusively to them and cannot be transferred to any other legal entity.
  • The client also agrees not to permit managers, employees, or affiliated entities to use the product outside their direct employment with the client.

9. Agreed Compensation for Intellectual Property Violation

  • If the client violates Section 8, the client agrees to pay the supplier retroactively the equivalent subscription cost that would have been charged if the unauthorized users had purchased full licenses.
  • This does not affect the supplier’s right to take legal action against unauthorized users.

10. Data Collection for Product Improvement

  • Unless the client explicitly refuses, the supplier shall collect usage data for the purpose of product improvement.
  • The supplier commits to keeping all collected data confidential and using it solely for performance research and product enhancement.
  • The client may, at any time, opt out of data collection by sending an email request, and the supplier agrees to cease data collection within 2 business days.

11. Late Payment

  • If the client fails to make a payment on time, whether due to cancellation of a standing order or any other reason, the supplier reserves the right to immediately suspend services without prior notice.
  • A delay exceeding 24 hours shall be considered a material breach of this agreement.

12. Waiver of Rights Due to Delay

  • Any delay, leniency, waiver, or failure to act by the supplier shall not be interpreted as a relinquishment of any legal rights, unless explicitly confirmed in writing.

13. Software Code Ownership

  • The source code of Plexa is the exclusive property of the supplier, and the client has no right to demand access to it.
  • Furthermore, any new features or custom developments for the client remain solely owned by the supplier.

14. No Refund Policy for Service Fees

  • The client agrees that no refunds shall be provided for services already rendered.
  • All payments are considered compensation for service completion and are non-refundable.

15. Governing Law & Jurisdiction

  • This contract is governed by the laws of the State of Israel.
  • The exclusive jurisdiction for disputes arising under this contract shall be the competent court in Tel Aviv.
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