MEETING INSIGHTS SERVICE AGREEMENT

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT ("AGREEMENT") BEFORE USING AUDIOCODES MEETING INSIGHTS SERVICE (THE "SERVICE") OF AUDIOCODES LTD. ("AUDIOCODES") WHICH PROVIDES A MEETING RECORDER SOLUTION TO RECORD AND SUMMERISE IMPORTANT MEETINGS.  BY USING THE SERVICE, YOU OR THE ENTITY OR COMPANY THAT YOU REPRESENT ("SUBSCRIBER") ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. SUBSCRIBER’S CONTINUED USE OF THE SERVICES SHALL ALSO CONSTITUTE ASSENT TO THE TERMS OF THIS AGREEMENT. IF SUBSCRIBER DOES NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, PROMPTLY CEASE ANY USE OF THE SERVICE.  

1.	GRANT OF LICENSE. Subject to Subscriber’s full compliance with all of the terms and conditions of this Service Agreement AudioCodes hereby grants the Subscriber a non-exclusive, non-transferable, royalty free right to permit certain number of individuals authorized by Subscriber or on its behalf to use the Services, as agreed between AudioCodes’ and the Subscriber (“Authorized Users”) to use the Services in accordance with the terms of this Agreement during the Subscription Term, solely for the Subscriber’s internal personal or business use. Subscriber specifically acknowledge and agrees that the Services may collect and record private or confidential information that will not be used or disclosed by AudioCodes for commercial purposes and may be used solely in connection with improving the Services.
The Subscriber shall not use the Services in any way other than explicitly set forth in this Agreement. Without derogating from the above, the Subscriber shall not:
(a)	copy, modify, duplicate, create derivative work from, frame, mirror, republish or distribute all or any portion of the Services in any form or media or by any means other than for the Subscriber’s own internal use for either private or business purposes. 
(b)	reverse compile, modify, reverse engineer, disassemble or otherwise attempt to reveal the source code of the services
(c)	Use the Services to store or transmit 	infringing, libellous or otherwise unlawful or tortious material, or to store or transmit material in violation of third party rights;

2.	TERM. This Subscription Agreement shall be effective for the entire duration you are using the Services and as long as you are complying with the terms and conditions of this Agreement, unless terminated by either party by providing thirty (30) days’ prior written notice to the other party.   
3.	PROPRIETARY RIGHTS. Subscriber shall not copy the Services, software, its manual(s) or written materials accompanying the Service ("Documentation").  The Services and related Documentation and all intellectual property rights in and to the Service are and shall always remain the sole and exclusive property of AudioCodes and are protected by applicable intellectual property laws and treaties and by international copyright law. AudioCodes expressly reserves all rights in the Service not specifically granted to Subscriber. It is acknowledged that all right, title and interest in the Service will remain with AudioCodes and that the Service is licensed on a subscription basis and not "sold" to Subscriber. 

4.	WARRANTIES & DISCLAIMERS. AUDIOCODES WARRANTS THAT THE SERVICES WILL BE PERFORMED IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH AUDIOCODES’ PUBLISHED SPECIFICATIONS (AS UPDATED FROM TIME TO TIME) AUDIOCODES DOES NOT GUARANTEE THAT THE SERVICES WILL ALWAYS BE AVAILABLE OR BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT AUDIOCODES WILL CORRECT ALL SERVICES ERRORS. SUBSCRIBER ACKNOWLEDGES THAT AUDIOCODES DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. 
EXCEPT FOR THE ABOVE WARRANTY THE SERVICES ARE PROVIDED TO THE SUBSCRIBER AND ACCEPTED BY SUBSCRIBER ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES AS TO TITLE, THE DESCRIPTION, QUALITY, MERCHANTABILITY, NON-INFRINGEMENT, COMPLETENESS, THE CONDITION OR CAPABILITY IN WHOLE OR IN PART, OF THE SERVICES’ FITNESS FOR A PARTICULAR PURPOSE, ALL SUCH WARRANTIES BEING EXPRESSLY EXCLUDED AND DISCLAIMED. THIS STATED EXPRESS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, LIABILITIES OR OBLIGATIONS OF AUDIOCODES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE DELIVERY, USE OR PERFORMANCE IN WHOLE OR IN PART, OF THE SERVICES. THIS WARRANTY DOES NOT COVER, AND AUDIOCODES AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR ANY FAILURE OR DEFECT AND THE RESULTING DAMAGE CAUSED BY THE USE OF THE SERVICES. AUDIOCODES SPECIFICALLY DOES NOT WARRANT THAT THE SERVICE CONFORMS TO ANY RELATED STATUTE OR REGULATION AND INDICATES THAT NOTHING STATED OR IMPLIED BY AUDIOCODES, ITS AFFILIATES AND ITS REPRESENTATIVES IS TO BE CONSIDERED LEGAL COUNSEL. FURTHER, AUDIOCODES ITS AFFILIATES AND ITS REPRESENTATIVES BEAR NO RESPONSIBILITY TO NOTIFY THE SUBSCRIBER OF ANY REGULATORY CHANGES WHICH MAY LIMIT USE OF THE SERVICE. 

NO WARRANTY SHALL APPLY TO DEFECTS, FAILURES, DAMAGE, OR LOSS RESULTING FROM CORRECTIONS, REPAIRS OR SERVICE NECESSITATED BY: (i) SUBSCRIBER’S OR OTHER USER’S SYSTEM, OTHER EQUIPMENT OR ITS USE; (ii) ANY ACT OR OMISSION BY ANYONE OTHER THAN AUDIOCODES; (iii) INTERNET OR POWER SHORTAGES, IRREGULARITIES, OR FAILURES; (iv) MODIFICATION OF THE SERVICES BY ANYONE OTHER THAN AUDIOCODES; (v) OR ANY OTHER CAUSE BEYOND AUDIOCODES CONTROL.

5.	FEES AND PAYMENT TERMS. Fees are calculated according to package chosen by Subscriber. AudioCodes reserves the right to cease or withhold and Services provided to the Subscriber, in the event of non-payment of all applicable fees. 
6.	LIMITATIONS OF LIABILITY. IN NO EVENT SHALL AUDIOCODES OR ITS SUPPLIERS BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE  OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, FOR ANY (I) INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR OTHER PUNITIVE LOSS), (II) MATTER BEYOND ITS REASONABLE CONTROL, (III) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS OR (IV) AMOUNT EXCEEDING ONE (1) YEAR'S SUBSCRIPTION FEES PAYABLE UNDER THE COMMERCIAL PROPOSAL AT ISSUE. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF SUBSCRIBER SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. 
7.	INDEMNITY. Subscriber agrees that AudioCodes shall have no liability whatsoever for any use Subscriber makes with the Services. 
8.	USER ID AND PASSWORDS. Subscriber will only use the Service through the User IDs and/or passwords issued by AudioCodes to Subscriber’s Authorized Users. The Subscriber may change the service password after the first login. Subscriber and its personnel will not share User IDs and/or passwords with anyone other than the Authorized Users. In addition, a user may not be transferred from one individual to another unless the original Authorized User no longer requires, and is no longer permitted, access to the Service. Subscriber has provided AudioCodes with registration information and represents that such information is true, accurate, current, and complete. Subscriber will promptly update its registration to keep it accurate, current, and complete. Subscriber or its personnel may not use anyone else's User ID or password. Subscriber is responsible for maintaining the confidentiality of its accounts, user IDs and passwords. Subscriber agrees to immediately notify AudioCodes of any unauthorized use of its User IDs and/or passwords and/or accounts or any other breach of security. Subscriber also agrees to exit from its accounts at the end of each session. Unauthorized usage of the Service is a breach of this Agreement and a violation of the law. Subscriber agrees not to access the Service by any means other than through the interface that is provided by AudioCodes for use in accessing the System and/or the Service. Subscriber agrees not to use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Service, except those automated means that AudioCodes has approved in advance in writing.
 
9.	TERMINATION - This Agreement shall continue until terminated as set forth in this section. AudioCodes may terminate this Agreement immediately if Subscriber violates any provision of this Agreement. Notwithstanding the foregoing, AudioCodes may immediately terminate or suspend Subscriber’s use of the Services provided hereunder, or terminate Subscriber's account and this Agreement if Subscriber (i) fail to pay any applicable fees when due, or (ii) breach or otherwise fail to comply with this Agreement and fail to remedy this breach within thirty (30) days of being so notified. AudioCodes may terminate any free account or Services at any time in its sole discretion without liability to Subscriber. Any termination of this Agreement shall also terminate the license granted hereunder for the use of Services. Thus, Subscriber shall cease using the Services immediately upon termination date. Sections which by their nature survive termination, including without limitation Subscriber’s payment obligations shall survive any expiration or termination of this Agreement. Upon termination of this Agreement for any reason, any term which by its nature survive termination will survive termination of this Agreement.

10.	MISCELLANEOUS - This Agreement constitutes the entire agreement between Subscriber and AudioCodes pertaining to the subject matter hereof, and supersedes any and all written or oral agreements with respect to such subject matter.  This Agreement, and any disputes arising from or relating to the interpretation thereof, shall be governed by the laws of England. The competent courts in London shall have the exclusive jurisdiction over any dispute that may arise in relation to this Agreement. The U.N. Convention on Contracts for the International Sale of Goods and the Unfair Contracts Act shall not apply to this Agreement. Any claim against AudioCodes will be brought within one (1) year after it arose, or be barred. This Agreement may be amended only by a written instrument executed by both parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of AudioCodes to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and shall not limit AudioCodes’ rights with respect to such breach or any subsequent breaches. This Agreement is personal to Licensee and may not be assigned or transferred for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving Licensee) without AudioCodes’ prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. AudioCodes expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.