END USER LICENSE AGREEMENT WITH RESPECT TO UNITASK’S “Outlook Integration” APPLICATION (THE “APPLICATION”)
[V.1 September 2025]
BY PROCURING, DOWNLOADING, INSTALLING, ACCESSING, OR OTHERWISE USING THE APPLICATION, YOU AGREE TO THE TERMS OF THIS END USER LICENSE AGREEMENT (the “AGREEMENT”). IF YOU DO NOT AGREE WITH THIS AGREEMENT OR ANY PART OF IT, YOU MUST NEITHER PROCUR, INSTALL, ACCESS NOR USE THE APPLICATION.
This Agreement is between you (“you” or “Customer”) and Unitask Ltd. (the “Company”) and governs your access to and use of the Application, whether procured directly from the Company or through monday.com’s marketplace, or via any other marketplace through which the Company makes the Application available. (“Marketplace”).
I. License
- License Grant. Subject to Customer’s compliance with this Agreement, the Company grants Customer for limited duration, a non-exclusive, personal, nontransferable, and limited license to use the Application solely for Customer’s own use and business purposes.
- There are two different periods to license the Application: (i) a license for an initial minimum period of 12 months (the initial license period, if exceeding 12 months, shall be indicated in the Order Form, as defined below), which will renew or terminate as set in Section IX below (an “Annual License”), or (ii) a license for an initial minimum period of 1 month, which will renew or terminate as set forth in Section IX below (a “Monthly License”). In this Agreement, “Order” or “Order Form” means any ordering document through which the Customer acquires rights to access or use the Application, including, without limitation, orders placed via the Company’s website or through any Marketplace where the Application is made available.
- Responsibility. Customer will control access to and use of the Application and is solely responsible for any use of the Application.
- Reservation of Rights. The Application is licensed, not sold, to the Customer. All rights, title, and interest in and to the Application, including all associated intellectual property rights, are and shall remain exclusively with the Company. Except for the limited license expressly granted under this Agreement, no other rights are granted to the Customer, whether by implication, estoppel, or otherwise. The Application is protected by copyright laws, intellectual property laws, and international treaties. The license granted to the Customer does not confer any right to use, reproduce, modify, distribute, or otherwise implement any of the Company’s intellectual property embodied in or relating to the Application.
- License Restrictions. Customer shall not:
(1) copy, modify, reverse engineer, decompile, or disassemble the Application, or attempt to do so;
(2) install or use any third-party software or technology in any way that would subject the Company’s intellectual property or technology to any other license terms;
(3) remove, disable, circumvent, or otherwise create or implement any workaround to any technical limitations, copy protection or security features in the Application;
(4) separate and run parts of the Application on more than one device;
(5) use the Application for any unlawful purpose; or
(6) transfer, distribute, sublicense, rent, lease, assign, lend or otherwise make available the Application, or any features or functionality of the Application, to any third party.
- Verifying Compliance. At the Company’s expense, the Company may verify Customer’s compliance with this Agreement at any time upon 30 days’ notice. To do so, the Company may engage an independent auditor (under nondisclosure obligations) or ask Customer to complete a self-audit process. Customer must promptly provide any information and documents that the Company or the auditor reasonably requests related to the verification and access to systems running the Application. If verification or self-audit reveals any unlicensed use, Customer must, within 30 days, order sufficient licenses to cover the period of its unlicensed use. Without limiting the Company’s remedies, if unlicensed use is 5% or more of Customer’s total use of the Application, Customer must reimburse the Company for its costs incurred in verification and acquire sufficient licenses to cover its unlicensed use at 125% of the then-current Customer price. All information and reports related to the verification process will be Confidential Information and used solely to verify compliance.
- Feedback. Any feedback is given voluntarily, and Customer grants to the Company, without charge, a non-exclusive license to make, use, modify, distribute, and commercialize the feedback as part of any of the Company’s products and services.
- Updates. Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.
- Disclaimer
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE APPLICATION IS PROVIDED TO THE CUSTOMER “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, TRADE PRACTICE, OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT WARRANT THAT THE APPLICATION WILL OPERATE UNINTERRUPTED, BE ERROR-FREE, OR MEET ANY SPECIFIC PERFORMANCE, RELIABILITY, OR AVAILABILITY STANDARDS. THE COMPANY FURTHER MAKES NO REPRESENTATION OR WARRANTY THAT THE APPLICATION WILL BE COMPATIBLE WITH, OR FUNCTION IN CONJUNCTION WITH, ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES.
II. Intellectual Property
All intellectual property rights in, or relating to, the Application, and each part thereof, are and shall remain in the sole and exclusive ownership of the Company.
III. Pricing
The License granted to Customer is subject to payments of all amounts due to the Company (excluding free subscription as set in the Order Form). Pricing and payments will be as set in the Order Form.
IV. Support
During the license term, and excluding customers under a free subscription, the Company shall provide the Customer with support services in accordance with the following:
- Response Time. The Company will provide an initial response to service requests within three (3) business days, provided that such requests are submitted in accordance with the technical instructions published on the Company’s website.
- Scope of Support. Support services shall include bug fixes, provided that the Application has not been altered or modified.
- Efforts. The Company shall use commercially reasonable efforts, during its normal business hours, to address and resolve reported bugs in the Application.
V. Privacy
The Customer acknowledges and agrees that the Company may collect, use, and store data in connection with the provision of the Application, including for operational, analytical, and service improvement purposes, as further described in the Company’s Privacy Policy, which is incorporated herein by reference.
VI. Representations
Customer represents and warrants that (i) it has full right and authority to enter into this Agreement; and (ii) it shall (x) comply with all laws and regulations applicable to it and/or its use of the Application, and (y) not use the Application for any unlawful use or purpose.
VII. Indemnification
Customer agrees to indemnify, defend, and hold harmless the Company and its affiliates from and against any and all losses, damages, liabilities, claims, actions, suits, proceedings, judgments, settlements, penalties, fines, or expenses of whatever kind, including reasonable attorney’s fees, arising from or relating to its use or misuse of the Application or its breach of this Agreement.
VIII. Limitation of Liability
IN NO EVENT SHALL THE COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF USE, LOSS OF PROFITS, OR BUSINESS INTERRUPTION, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY, AND REGARDLESS OF FORESEEABILITY OR NOTICE OF POSSIBILITY OF SUCH DAMAGES. THE COMPANY’S MAXIMUM AGGREGATE LIABILITY IS LIMITED TO DIRECT DAMAGES FINALLY AWARDED IN AN AMOUNT NOT TO EXCEED THE AMOUNTS ACTUALLY PAID BY THE CUSTOMER TO THE COMPANY DURING 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IX. Term
- License Term. This Agreement shall become effective upon the earlier of (i) the effective date of the applicable Order, or (ii) the date on which the Customer is first granted access to the Application, and shall remain in effect until terminated in accordance with this Agreement.
- The Customer’s license to the Application shall commence on the date access is granted. In the event an Annual License is purchased, the term of the license shall automatically renew for successive periods equal in length to the initial license term, unless the Customer provides the Company with written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current license term. In the event a Monthly License is purchased, the term of the license shall automatically renew for successive periods equal in length to the initial license term, unless the Customer provides the Company with written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current license term.
- License is non-cancellable and non-suspendable, in whole or in part, by the Customer for the duration of any license term. License fees are subject to adjustment upon renewal, based on the Company’s then-prevailing rates.
- Termination for Cause. Without limiting other remedies, the Company may terminate this Agreement immediately, in the event (i) the Customer breached this Agreement and fails to cure the breach within 5 days after receipt of notice of the breach; or (ii) the Customer becomes insolvent.
- Effect of Termination. Upon termination or expiration of the license or this Agreement, for whatever reason, the following will apply: (i) all rights granted to Customer under this Agreement will terminate immediately, (ii) Customer must cease all use of the Application, and (iii) all amounts due under any unpaid Order will become due and payable immediately.
- Suspension. Without derogating from any remedies available, the Company may suspend use of the Application during any period of non-payment or breach of this Agreement by Customer.
- Survival. Any provision of this Agreement that, by its nature, is intended to survive termination or expiration of this Agreement or any Order shall so survive, including, without limitation, all provisions relating to intellectual property, confidentiality, limitations of liability, and indemnification obligations.
X. Force Majeure
The Company shall not be liable for any failure or delay in the performance of its obligations under this Agreement or an Order to the extent such failure or delay results from any cause or circumstance beyond its reasonable control, including, without limitation, fire, flood, pandemic, epidemic, earthquake, war, act of terrorism, labor dispute or strike.
XI. Miscellaneous
- Entire Agreement. This Agreement is the parties’ entire agreement with respect to the Application and the subject matters herein, and it supersedes all prior and contemporaneous communications, whether written or oral, regarding the subject matter covered in this Agreement. In the event of conflict between this Agreement and any Order, the terms of this Agreement shall govern.
- Assignment. Customer may not assign this Agreement without the consent of the Company. The Company may assign this Agreement to an affiliate, but it must notify Customer in writing of the assignment.
- Severability. If any part of this Agreement is held to be illegal or unenforceable, such provision will be deemed amended to achieve as closely as possible the effect of the original term and all other provisions herein will remain in full force and effect.
- Interpretation. This Agreement will be interpreted without presuming that it should favor either party. Section headings are provided for convenience only.
- Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party.
- Marketplace Operators. The Customer acknowledges and agrees that any Marketplace owner and/or operator through which the Application is distributed or made available is not a party to this Agreement and bears no responsibility or liability whatsoever for the Application, including its performance, support, maintenance, or any obligations or actions of either party under this Agreement.
- Amendments. The Company may, at its sole discretion, amend the terms of this Agreement from time to time. In the event of a material amendment, the Company shall provide early notice to the Customer before such amendment shall apply to the Customer, including by posting such notice on the Company’s website. Unless the Customer terminates its use of the Application within thirty (30) days from the date of such notice, continued use of the Application thereafter shall constitute the Customer’s acceptance of the amended Agreement.
- Third-Party Beneficiaries. This Agreement does not confer any rights or benefits upon any third party, except as expressly set forth in Section XI(6), which is intended for the sole benefit of the Marketplace owners and/or operators through which the Application is made available.
- Governing Law. This Agreement, and any dispute, claim, or matter arising out of or relating to this Agreement or the Application—including, without limitation, any use or misuse of the Application—shall be exclusively governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict of law principles. The competent courts located in Tel Aviv, Israel, shall have exclusive jurisdiction over any such dispute, and the parties hereby irrevocably submit to the exclusive jurisdiction of such courts.
ביטול עסקה בהתאם לתקנות הגנת הצרכן (ביטול עסקה), התשע"א-2010 וחוק הגנת הצרכן, התשמ"א-1981