Updated August 5th, 2022
This Coralogix Service Agreement Contract (“Terms”) and the Order (collectively, the “Agreement”) govern the use by the entity set forth in the attached Order (as such term defined below)(“Customer”) of Coralogix’s service(s) as made available from time to time (collectively, the “Service”). “Order” shall mean any written quote, order, or other ordering document acceptable to, acknowledged and executed by Coralogix and Customer
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICE. IF YOU DO NOT AGREE TO ANY OF THESE TERMS OR ARE NOT AUTHORIZED TO BIND THE ENTITY ON BEHALF OF WHICH YOU ARE ACTING, PLEASE DO NOT ACCESS OR USE THE SERVICE. WITHOUT LIMITING THE FOREGOING, ACCESSING OR USING ANY PORTION OF THE SERVICE INDICATES THAT YOU ACCEPT THESE TERMS AND REPRESENT THAT YOU ARE AUTHORIZED TO BIND SUCH LEGAL ENTITY.
- Service. Subject to these Terms including Customer’s full and timely payment of applicable Fee(s) (as defined below), Coralogix hereby grants Customer the non-exclusive, non-transferable, non-sublicensable, limited right to access and use such Coralogix Service(s) as listed in an applicable duly executed purchase order, quote or other document executed by the Parties in connection with the procurement and obtainment of Coralogix’s Services (“Order”). Any use of the Services shall be subject to the scope detailed in the applicable Order. Customer may request to increase such scope in writing, including via the Coralogix support chat. Subject to a mutually agreed Order for the increased scope, such increased scope shall be implemented within 24 hours of the increase Order effective date. Customer’s access and use of the Service(s) purchased under the applicable Order is restricted solely to Customer.
- Hosting and Availability. The Service will be hosted by AWS hosting services, or any other reputable hosting services provider engaged by Coralogix from time to time (“Hosting Provider”), and the availability of the Service shall be contingent upon Hosting Provider’s uptime. By using the Service, Customer agrees to be bound by Hosting Provider’s terms and conditions pertaining to its hosting services. Coralogix shall notify Customer in writing if, and when, Coralogix engages a new hosting provider under this Agreement.
- Intellectual Property Rights & Restrictions. All intellectual property rights in the Service and any part thereof, including any and all derivatives, changes and improvements thereof (the “Coralogix Technology”) lie exclusively with Coralogix. Customer shall not, and shall not let any third party; (i) attempt to infiltrate, hack, reverse engineer, decompile, or disassemble the Coralogix Technology or any part thereof for any purpose; (ii) represent that it possesses any proprietary interest in the Coralogix Technology or any part thereof; (iii) directly or indirectly, take any action to contest Coralogix’s intellectual property rights in the Coralogix Technology or infringe them in any way; or (iv) except as specifically permitted hereunder, use the name, trademarks, trade-names, and logos of Coralogix.
- Feedback. Customer may provide Coralogix feedback, suggestions, requests for enhancements, recommendations or corrections, or information regarding the operation, performance, and functionality with respect to the Service under this Agreement (collectively “Feedback”). Customer hereby grants Coralogix a royalty-free, worldwide, irrevocable, perpetual license to use such Feedback in connection with the Coralogix services, provided that use of such Feedback would not include any information identifying the Customer, Customer’s customers.
- Content. With respect to any Content provided or made accessible by Customer to Coralogix or otherwise collected by Coralogix in connection with the services and/or Customer’s use thereof (collectively “Content”), Customer agrees to and hereby grants Coralogix a royalty-free, fully paid up, worldwide, license to: (i) use the Content for the purpose of operation, development, modification, and provision of the services for the duration of the Term; and (ii) use any information collected or obtained by Coralogix in connection with the services and/or Customer’s use thereof, in its anonymized, aggregated or deidentified form (such as information regarding usability, operation, performance, and functionality of the Services and/or the security alerts, vulnerabilities and solutions) in connection with the services. Under no circumstances whatsoever will Coralogix be liable in any way for any Content and any use thereof in any way, including, without limitation, for any errors or omissions, or for any infringement of third party’s rights, loss or damage of any kind incurred as a result of the use or display of any Content transmitted, uploaded or otherwise made available in connection with the Service.
- Customer’s Warranties. Customer hereby warrants, represents and covenants that: (i) the Content does not infringe upon any third party’s rights, including but not limited to intellectual property rights, privacy rights and publicity rights; (ii) Customer has obtained and is compliant with any third-party licenses, permits, consents and authorizations required in connection with the Content and/or the provision of making available of the Content to Coralogix; (iii) the Content does not contain any viruses, worms, Trojan horses or other harmful or destructive code; (iv) the Customer shall not install any hidden components or bundle any additional software; (v) the Customer will comply with all applicable laws, in its performance of this Agreement, including all applicable privacy laws and regulations; and (vi) the Content and the products offered by Customer are not offensive, obscene or libelous, do not include any offensive material, do not offer or contain gambling products, counterfeit goods, tobacco, firearms, sexually explicit content, illegal products and does not violate the right of privacy or publicity of any end user or other third party.
- Coralogix Representation. Coralogix hereby warrants, represents that, to its knowledge: (i) the Service does not infringe upon any third party’s intellectual property rights; (ii) Coralogix has complied with any third-party licenses, permits, and authorizations required in connection with the Service; (iii) the Service does not contain any viruses, worms, Trojan horses, or other harmful or destructive code; and (iv) it complies with all applicable laws in its performance of this Agreement.
- Support. During the Term of this Agreement, and unless otherwise agreed under an applicable Order Coralogix will provide support chat, which shall be available 18 hours a day, 7 days a week.
- Consideration. The Customer shall pay Coralogix a non-refundable fee, payable on an annual basis (unless otherwise provided in an Order), all in accordance with the terms of the relevant Order (the “Fee”). Unless specified otherwise in the Order, Customer shall pay the Fee and any and all amounts due under the Order within 30 days of the date of invoice. Coralogix may at its discretion offer the ability to purchase the Service via its online website, using a credit card you will have submitted to the Service, or other virtual wallets or third-party payment services that Coralogix may decide to make available at our discretion (“Digital Payment Means”). If Customer is using any Digital Payment Means to pay for the Service, Customer represents and warrants that for the duration of the Term all authorizations to use such Digital Payment Means to purchase the Service are and remain in effect, balance to process payments is and shall remain positive to allow processing, and all details provide to the Service pertaining to the Digital Payment Means and related credentials remain up-to-date. All amounts payable under this Agreement are exclusive of any taxes (including, without limitations, sales tax, VAT, and similar taxes to the extent applicable). To the extent required under applicable law, Coralogix will be entitled to add, as a separate item in the applicable Order, any and all such taxes applicable to and the responsibility of Customer. Except as expressly provided in this Agreement, each party shall bear its own costs and expenses incurred in performance of this Agreement. All payment shall be made in USD. Amounts that are not paid in accordance with the terms stated in this Agreement and in the Order will be subject to a late charge of 1.5% per month. Coralogix may suspend or discontinue Customer’s access to the Service in case of failure to pay the Fees on the date due. All payments under this Agreement are non-refundable.
- Disclaimer of Warranties. EXCEPT FOR THE WARRANTIES PROVIDED IN THIS AGREEMENT, CORALOGIX PROVIDES THE SERVICE(S) ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, AND FITNESS FOR PARTICULAR PURPOSE OR ACCURACY. CORALOGIX DOES NOT WARRANT THAT THE SERVICE WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION. WITHOUT DEROGATING FROM THE FOREGOING, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY INCLUDING AS STATED IN THESE TERMS OR IN ANY ORDER, ANY OUTPUT REPORT, SUGGESTIONS, RECOMMENDATION OR ANALYSIS PROVIDED BY, THROUGH OR IN THE COURSE OF THE SERVICES INCLUDING WITH RESPECT CUSTOMER’S DATA, SYSTEMS, LOGS AND/OR ALERTS IS PROVIDED ON AN “AS-IS” “AS AVAILABLE” BASIS. CUSTOMER (AND NOT CORALOGIX) SHALL BEAR ANY AND ALL LIABILITY AND RESPONSIBILITY WITH RESPECT TO ANY IMPLEMENTATION, REMEDIATION, ACTION OR INACTION BASED ON OR IN VIEW OF ANY SUCH OUTPUT REPORT, SUGGESTIONS, RECOMMENDATIONS OR ANALYSIS.
- Confidential Information. Each party acknowledges that it may have access to certain confidential information of the other party (“Confidential Information”). Confidential Information will include all information in any form that under the circumstances of its disclosure, should reasonably be considered confidential, including but not limited to trade secrets. Each party agrees that it will not use Confidential Information of the other party in any way, except as expressly required for the purposes of this Agreement, nor will it disclose to any third party (except as required by law or to that party’s attorneys, accountants and other advisors as reasonably necessary on a need to know basis) any of the other party’s Confidential Information and it will take reasonable precautions to protect the confidentiality of such information.
- Indemnification. Customer shall defend, indemnify and hold harmless Coralogix from and against any claims, damages, costs, liabilities and expenses (including reasonable attorneys’ fees) (“Loss”) arising out of or related to Customer’s breach of its obligations under this Agreement.
- Limitation of Liability. CORALOGIX’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO CORALOGIX DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL CORALOGIX BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT CORALOGIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Term and Termination. This Agreement shall commence on the Effective Date and shall remain in effect for such term as specified in the Order (the “Term”). Either party may terminate this Agreement by giving the other party no less than 30 days prior written notice before the expiry of the applicable Initial Term or Renewal Term, such termination shall come into effect upon the expiry of such Initial Term or Renewal Term. Either party may terminate this Agreement by giving written notice to the other party if: (i) the other party breaches a material provision of this Agreement and fails to cure the breach within seven days after being given written notice thereof; (ii) the other party is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party; or any petition by or on behalf of such party is filed under any bankruptcy or similar laws. Upon termination or expiration of this Agreement for any reason whatsoever, Customer will immediately cease use of the Service and each party shall return to the other party all of the other party’s Confidential Information then in its possession. Sections 3, 4, 11, 12, 13, 14, 15, and 17 shall survive any expiration or termination of this Agreement.
- Publicity. Coralogix may issue a press release, case study, or general marketing communications concerning its involvement with Customer, including identifying the Customer as a customer of Coralogix in any Coralogix corporate sales presentations, trade shows, and websites. Coralogix shall remove any use of the Client name and logo upon written request. Customer agrees to provide a reasonable level of cooperation and assistance in connection with development and publication of a case study related to Customer’s use of the Service.
- Governing law; Jurisdiction. This Agreement is governed by and construed exclusively (i) if you are incorporated anywhere in the United States, in accordance with the Laws of the State of New York in which case any and all disputes and controversies arising out of or in connection with the Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (“Designated Courts”). Each party hereto hereby submits to the exclusive jurisdiction of said Designated Courts and hereby expressly, knowingly, voluntarily and intentionally waive any right to trial by jury of any claim, demand, action or cause of action arising under or in connection with this agreement; or (ii) if you are incorporated in any country other than the United States: then unless otherwise determined in an Order, in accordance with the laws of the state of Israel, without regard to the principles of conflict of laws, and in which care any and all disputes and controversies arising out of or in connection with the Agreement shall be brought exclusively before the courts in Tel Aviv, and each party hereby irrevocably submits to the exclusive jurisdiction courts in Tel Aviv.
- Miscellaneous. Neither party may transfer or assign its rights or obligations under this Agreement without the prior written consent of the other party, except in connection with a merger, reorganization, sale or acquisition of all or substantially all the shares or assets of the applicable party (in which case no consent shall be required). Any purported assignment contrary to this section shall be void. This Agreement is binding upon, and inures to the benefit of, Coralogix and Customer, and their respective successors. This Agreement constitutes the entire agreement between the parties and supersedes any previous agreements or representations, either oral or written with respect to the subject matter of this Agreement. To the extent explicitly stated in the applicable Order, the terms contained in an applicable Order shall prevail over any contradicting terms contained in the automatic stripe or online package purchase flow made available through the Coralogix website and/or any other online marketplaces. All amendments may be made only in writing. All notices shall be in writing and delivered either personally, or by registered mail or courier, to the address and contact of the parties or by email, as set forth in the Order. Any such notice shall be deemed given five business days after being placed in the mail, or one business day after personal delivery or email. Any failure by a party to insist upon or enforce performance by the other of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law will not be construed as a waiver of such right.