EULA On-Premise

Onebeat Ltd. End User License Agreement

Exhibit A: Terms of Use and Licensing

PLEASE READ THE TERMS AND CONDITIONS OF THIS EULA CAREFULLY BEFORE PROCEEDING WITH THE INSTALLATION OR USE OF ONEBEAT’S SOFTWARE, WHETHER HOSTED ON-PREMISE BY LICENSEE OR ON ONEBEAT’S CLOUD PLATFORM.

Definitions:

Confidential Information: Includes all non-public information about the other party, including but not limited to business, financial, technical, and personal data.
Documentation: Refers to user manuals, training materials, and other materials provided by Onebeat.
Implementation Fees: The fees the Licensee must pay to Onebeat for setup and configuration services, as specified in the Order Form.
Implementation Services: Services provided by Onebeat or a third party for the installation, setup, and onboarding of the software solution.
Installation Site: For on-premise solutions, this refers to the Licensee’s premises; for cloud-hosted solutions, it refers to Onebeat’s designated data center.
Intellectual Property Rights: Includes patents, copyrights, trademarks, trade secrets, and similar rights associated with the software.
Licensee Hardware: Hardware owned or leased by the Licensee used for running on-premise installations.
Licensee Network: The internal computer network of the Licensee.
Order Form: The document specifying the software, services, and fees agreed upon by Onebeat and Licensee.
Services Provider: Any third party authorized by Onebeat to perform services related to the software.
Software: The Onebeat software, including all updates and upgrades provided during the subscription term.
Software Support: Support services provided by Onebeat, including maintenance and troubleshooting.
Software Support Plan: Specifies the scope of support provided under this agreement.
Upgrades: Major enhancements or new functionalities provided to the Licensee as part of the software subscription.

License Grant: Onebeat grants the Licensee a non-exclusive, non-transferable license to use the software either on the Licensee’s premises (for on-premise solutions) or via the Onebeat cloud (for cloud-hosted solutions). This license is granted for internal business purposes and is subject to the timely payment of all fees.

Restrictions:

Licensee shall not reverse-engineer, decompile, or attempt to discover the source code of the software.
The software may not be resold, rented, or distributed in any unauthorized way.
Use of the software is restricted to the internal business operations of the Licensee.
Onebeat reserves the right to audit Licensee’s use of the Software at reasonable times to ensure compliance with this Agreement. Any overuse or breach discovered during the audit will be subject to additional fees.

Ownership: Onebeat retains full ownership and intellectual property rights in the software and all related documentation, regardless of whether the software is hosted on-premise or via the Onebeat cloud.

Support and Upgrades:

On-Premise: Licensee will receive support and upgrades as per Onebeat’s Software Support Plan. Any system updates or upgrades will be delivered based on the plan agreed upon in the Order Form.
Cloud-Hosted: Licensee will automatically receive upgrades and updates,as part of the cloud-hosted service, with minimal disruption to operations.

Implementation Services: Onebeat or a designated Services Provider approved by Onebeat will provide implementation services as outlined in the Order Form. These may include installation, setup, and configuration services for both on-premise and cloud-hosted solutions.

Warranty: Onebeat warrants that the software will function substantially in accordance with the provided documentation during the agreement term. This warranty is void if the software is modified by anyone other than Onebeat.

Indemnification: Onebeat will indemnify Licensee against claims that the software infringes third-party intellectual property rights, provided Licensee promptly notifies Onebeat of such claims and allows Onebeat to control the defense and settlement process.

Limitation of Liability: Onebeat will not be liable for any indirect, incidental, or consequential damages, including loss of profits or business interruptions. Onebeat’s total liability will be limited to the fees paid by the Licensee during the preceding 12 months.

Term and Termination: This agreement remains in effect until terminated by either party. Licensee may terminate the agreement with 30 days’ written notice in the event of a breach. Upon termination:

On-Premise: Licensee must return or destroy all copies of the software.
Cloud-Hosted: Onebeat will discontinue Licensee’s access to the software, and all data will be deleted after a designated period unless otherwise agreed upon.

Confidentiality: Both parties agree to maintain the confidentiality of the other party’s information. Information will not be shared with third parties without consent unless required by law.

Miscellaneous:

Assignment: Licensee may not assign this agreement without prior written consent from Onebeat.
Notices: All notices must be delivered in writing to the addresses specified in the agreement.
Independent Contractor: The parties are independent contractors and are not entering a partnership or joint venture.
Jurisdiction: This agreement is governed by the laws of Israel, and disputes will be settled in the courts of Israel.

Applies Only For Cloud-Hosted solution by Onebeat:

Data privacy and security:

Onebeat implements industry-standard encryption and security measures to protect Licensee’s data. No personal data is being processed. In case of a data breach, Onebeat will notify Licensee promptly and take steps to mitigate the impact.

Backup and Disaster Recovery:

Onebeat will perform daily backups of Licensee data in cloud-hosted solutions. In the event of a system failure, Onebeat will restore services within 24 hours.

System Maintenance and Downtime:

Onebeat will notify Licensee of any scheduled maintenance at least 48 hours in advance. Downtime due to maintenance will not exceed 12 hours per month.

Service Level Agreement (SLA) and Uptime:

Onebeat guarantees 99.9% server uptime for cloud-hosted solutions, which covers the availability of the server infrastructure used to host the software. This uptime guarantee pertains exclusively to the underlying hosting infrastructure, ensuring that the servers are operational and accessible.Any downtime or issues arising from the misconfigurations, client data issues or third-party integrations, are not covered under this SLA.

Termination of Access to Data Post-Termination:

Upon termination, Licensee’s access to the software and data will be revoked. Onebeat will retain Licensee data for 30 days. After 30 days, all data will be permanently deleted.

Exhibit B: Service Level Agreement

Onebeat Support Undertakings and Obligations

Second Level Support: During the term of this Agreement, Onebeat shall make available to the Customer Success Engineer/ Implementer/ Client, Second-Level Technical Support for the Software Products. Second-Level Technical Support shall include:

Making reasonable efforts to fix coding errors contained in the most current and the immediately preceding Latest Release of the Software Product;

Providing Resolution Plan and Resolutions to Implementer regarding distribution to Customers, in accordance with the Response Times described in Section 4 hereunder and subject to the terms and conditions of this Agreement;

Providing configuration and installation support and guides to designated requester;

Participating in online meetings with internal resources as well as Clients, and assisting in resolving installation or configuration issues, in the event the initial requester is unable to resolve the issue on his own.

Support team Availability. The availability of Onebeat, under this Agreement, shall be Sunday through Thursday: between the hours of 9:00AM to 18:00 PM (Israel Time Zone), excluding Major Israeli holidays. Notwithstanding the above, Onebeat shall provide Severity Level-1 support 7 days a week, excluding ‘Yom Kippur’, 364 days a year.

First Level Support (IT for Cloud Server). In the case of IT infrastructure which is provided by Onebeat, the Client will receive full support with respect to the server environment (Infrastructure & System). This will be granted only when the Company is the owner of the Cloud server in full, the support will be handled as per the SLA mentioned below in Section 4.

Procedure

When Customer Success Engineer/Implementer is notified by Client of a default in any Software Product, it shall act to resolve such default in accordance with the following procedure and the provisions set forth in this Agreement:

First level Support shall initially use best efforts to reproduce the problem and solve it on one of its servers. In case the initial efforts fail to resolve the default, it will refer the problem to the support department at Onebeat, by reporting to the Support team in Onebeat via Email: Support@1beat.com
such notification (Ticket) shall incorporate all required information regarding the encountered issue, and shall indicate if the requester has succeeded to reproduce the problem or not.
In addition to the above Ticket, the requester will be responsible to provide all the necessary data files (DB backup, loaded files, Error logs), along with the steps to reproduce the problem.

In addition to the report the implementer will be responsible to provide all the necessary data files (DB backup, loaded files, error logs), and steps to reproduce the problem.

Upon receiving the Ticket, Onebeat Support team will start working
on the problem and will update the requester with the Resolution Plan.

The requester shall be responsible to provide Onebeat with all the information required to logon to the designated server (such as VPN\VNC\RDP details), if required, or to arrange a Google Meet\TeamViewer\Any Desk meeting if required. It is also the responsibility of the requester to attend this meeting. Until such a meeting takes place, the Resolution Time clock will stop.

In the event the problem was classified as a Severity Level 1, Onebeat shall provide the requester a Resolution to be forwarded to the relevant client. In the event the problem was classified as a Severity Level 2 or 3, Onebeat shall only provide the requester with a fix/patch to such problem in the next Update to the Software Product.

The requester shall deliver and install the Resolution, provided by Onebeat, in the Client’s site and report to Onebeat the successful handling of the Ticket. Only after the requester reports to Onebeat that the problem was solved, will the problem be closed in the Onebeat Support management system.

Severity Levels and Resolution.

Defaults shall be rated by the severity of the failure of the Software Product, determined by Onebeat Head of Support, in view of the circumstances at its discretion, as follows:

Severity Level 1: Catastrophic\showstopper – A problem wherein the Software Product is not active and the Customer has no workaround capability.
(E.g. – Failed to load or recalculate, failed to export output files …)

Severity Level 2: Major problem – A problem wherein the Software Product is operable, but a business application will not run and no reasonable workaround exists, or that frequent failures make the Software Product unreliable.

Severity Level 3: Major problem wherein the Software Product is operable, but a business application will not run, BUT reasonable workarounds do exist OR Minor problem – A problem wherein the Software Product is operable, with no significant impact to production.

Severity Level 4: Insignificant problem or change\request asked by the client – no impact to production.

Response Times

Onebeat will use best efforts promptly to respond to support Tickets, as reasonably as possible, and to achieve the response times described in the table below, as may be applicable for each Severity Level.

**When Severity level 1 occurs, the requester will be obligated to provide all of the required information, and 7/24 real time response at Client site, by an expert representative, which is well-known with the default issue, otherwise the severity will be changed to a severity 2.

Level	Time	Plan Time	Investigation Efforts	Timeline
1	12 hours	Immediate	24/7	Until solution or workaround is provided
2	1 day	Up to 2 days	High, within standard weekly working hours	Permanent solution, workaround, or next minor release
3	1 day	Up to 3 days	Medium	Next version
4	1 day	Up to 3 days	Low	Based on Onebeat’s decision