End User License Agreement (EULA)

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This End User License Agreement (“Agreement”) is a legal contract between _______ (“Customer”) and ESI expert system industries Ltd (“Company”) governing Customer use of the Logist Business Rules Engine (“Product”), which may be purchased via Google Cloud Marketplace (“GCP”) in both Software as a Service (“SaaS”) and non-SaaS versions.

By purchasing, installing, accessing, or using the Product, Customer agree to be bound by the terms of this Agreement.

 

1. Definitions

1.1. Product

The software and associated documentation provided by the Company, available in SaaS and non-SaaS formats.

1.2. SaaS Version

The version of the Product hosted and maintained by the Company on cloud infrastructure, including any updates and support.

1.3. Non-SaaS Version

The version of the Product delivered as software for installation and use on the Customer’s own infrastructure or cloud resources.

1.4. Google Cloud Marketplace (GCP)

The platform from which the Customer may purchase and deploy the Product, utilizing GCP resources as applicable.

 

2. Grant of License

2.1. SaaS Version

Subject to payment and compliance with this Agreement, the Company grants Customer a non-exclusive, non-transferable, limited right to access and use the SaaS version of the Product via the Company’s cloud infrastructure.

2.2. Non-SaaS Version

Subject to payment and compliance with this Agreement, the Company grants Customer a non-exclusive, non-transferable, limited license to install, use, and operate the Product on Customer’s own infrastructure or GCP resources.

2.3. Restrictions

Customer may not:

• Reverse engineer, decompile, or disassemble the Product.

• Modify, distribute, or sublicense the Product.

• Use the Product to create a competitive product or service.

• Violate applicable laws while using the Product.

 

3. Deployment on GCP Resources by the Customer

3.1. Resource Management

For the non-SaaS version, Customer are responsible for acquiring and managing any GCP resources required to deploy and use the Product. This includes costs associated with compute, storage, and network services.

3.2. Compliance with GCP Terms

Customer’s use of GCP resources is subject to Google’s terms of service. The Company is not responsible for Customer’s relationship with Google.

3.3. Security

Customer is responsible for securing Customer’s deployment on GCP, including firewalls, access controls, and data protection.

 

4. Fees and Payment

4.1. Fees

Customer agrees to pay all applicable fees for the version of the Product purchased. Fees for SaaS include access to hosted services; fees for the non-SaaS version are for the license only and do not include hosting or resources. All fees are detailed in Appendix A.

4.2. Taxes
 

All fees are exclusive of taxes, and Customer is responsible for any applicable sales, use, or value-added taxes.

5. Support and Updates

5.1. SaaS Version

The Company will provide support, maintenance, and updates as part of the subscription fee.

5.2. Non-SaaS Version

Support and updates for the non-SaaS version may be available for an additional fee. The Company will not manage Customer’s infrastructure or GCP resources.

 

6. Data Protection

6.1. Data Responsibility

Customer retains ownership of Customer’s data. The Company will not access or use Customer’s data except as required to provide support or comply with legal obligations.

6.2. SaaS Data

For the SaaS version, the Company will implement industry-standard practices to protect Customer’s data.

6.3. Non-SaaS Data

For the non-SaaS version, data security is Customer’s responsibility.

 

7. Term and Termination

7.1. Term

This Agreement is effective upon Customer’s purchase and remains in effect until terminated.

7.2. Termination by Customer

Customer may terminate this Agreement by discontinuing use and deleting all copies of the Product.

7.3. Termination by Company

The Company may terminate this Agreement if Customer violate its terms.

7.4. Effect of Termination

Upon termination, Customer must cease all use of the Product and delete any copies of the non-SaaS version.

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8. Limitation of Liability

To the extent permitted by law, the Company’s liability is limited to the amount paid for the Product during the 12 months preceding the claim.

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9. Intellectual Property

All intellectual property rights in and to the Product, including but not limited to its design, features, functionality, source code, and documentation, are owned exclusively by the Company. The Product is licensed, not sold, to the Customer, and this agreement does not transfer or grant the Customer any ownership rights to the Product or any associated intellectual property.

Customer shall not modify, copy, distribute, reverse engineer, decompile, or disassemble the Product, except as expressly permitted by applicable law or this agreement. All trademarks, logos, and service marks used in connection with the Product remains the property of the Company.

Any unauthorized use of the intellectual property contained in the Product constitutes a violation of this agreement and may result in the termination of the Customer license and/or legal action.

10. General

10.1. Governing Law

This Agreement will be governed by the laws of Israel.

10.2. Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the Product.

10.3. Modifications

The Company may update this Agreement; continued use of the Product constitutes acceptance of the updated terms.

 

 

Contact Information
For questions about this Agreement, contact:
Shmulik Moskowitz

Shmulik@esi.co.il

By using the Product, Customer acknowledge that Customer have read, understood, and agreed to this Agreement.

 

 

 

 

Appendix A – General Fees

 

• Single-User License: $2,000 per month.

• Multi-User License (up to 10 users): $4,500 per month.

• Enterprise License (unlimited users): $11,000 per month.
   

Payment will be made on a monthly basis through the Company's payment system.

VAT is not included in the stated amount.

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