End-User License Agreement

End User License Agreement

• The following are the terms and conditions for use of the WalkMe service described herein (the “Service”) between ‘WalkMe.com’ and you (either an individual or a legal entity that you represent as an authorized employee or agent) (“You”). Please read them carefully. BY CLICKING THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS AND/OR USING THE SERVICE, YOU ARE STATING THAT YOU ARE ELIGIBLE FOR AN ACCOUNT AND THAT YOU AGREE TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS OF THE SERVICE (“AGREEMENT”). The Service is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein.

• These terms and conditions also include our Privacy Policy and our website Terms of Service standards. In addition to the terms and conditions hereunder, the Service will be provided according to the information you provide and options you select in your Order Form. Additional terms may apply to particular Services or Service options, as described in the Order Form. The Service will be provided according to WalkMe then-current privacy policy (“Privacy Policy”) and the website’s terms of service (“Terms of Service”). You can find them both on WalkMe’s website. Current terms are located at: WalkMe Privacy Policy and on WalkMe Terms of Service. This license agreement, the Privacy Policy, the Terms of Service and the Order Form (including any service descriptions referenced in the Order Form) are referred to, together, as this “Agreement”.

• The Service is provided without charge and may change its fees and payment policies for the Service from time to time. The changes to the fees or payment policies are effective upon your acceptance of such changes, which will be posted on the WalkMe website. Unless otherwise stated, all fees are quoted in U.S. Dollars. Any outstanding balance becomes immediately due and payable upon termination of this Agreement for any reason and any collection expenses (including attorneys’ fees) incurred by WalkMe will be included in the amount owed, and may be charged to the credit card or other billing mechanism associated with your account.

• To register for the Service, you must complete the registration process by providing WalkMe with current, complete and accurate information as prompted by the registration form, including your e-mail address (username) and password. You shall protect your passwords and take full responsibility for your own, and third party, use of your accounts. You are solely responsible for any and all activities that occur under Your Account. You agree to notify WalkMe immediately upon learning of any unauthorized use of Your Account or any other breach of security. From time to time, WalkMe’s (or its wholly-owned subsidiaries’) support staff may log in to the Service under Your customer password in order to maintain or improve service, including to provide you assistance with technical or billing issues. You hereby acknowledge and consent to such access.

• As a condition of use, you promise not to use the Service or the Data for any purpose that is unlawful or prohibited by these Terms of Service, or any other purpose not reasonably intended by WalkMe. By way of example, and not as a limitation, you agree not to use the Services:
to abuse, harass, threaten, impersonate or intimidate any third parties;
in any manner that is infringing, libelous, defamatory, obscene, pornographic, abusive, offensive or otherwise violates any law or right of any third party;
For any illegal or unauthorized purpose. You agree to comply with all local laws regarding online conduct and acceptable content;
To post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any WalkMe user or any other third party;

• The Site and the Service may allow you to upload copyrighted materials such as any files and materials attached or otherwise connected thereto (the “Content”). As long as your Content is subject to the applicable copyright law, such User Generated Material shall remain at all times, and to the extent permitted by law, your sole and exclusive property. You understand and agree that you are solely responsible for your Content and the consequences of posting or publishing such material. You represent and warrant that you have (and will continue to have) all necessary licenses, rights, consents, and permissions which are required to use and to enable WalkMe to use your Content. You agree that you will not post or upload any Content which is unlawful for you to possess, post or upload in the country in which you are resident, or which it would be unlawful for WalkMe to use or possess in connection with the Site and Service. WalkMe explicitly reserves the right to remove the Content without a prior notice, at its sole discretion.

When you upload, post or disseminate Content on the Site and/or through the Service, you grant WalkMe an irrevocable, perpetual, non-exclusive, royalty-free, transferable, assignable, sub-licensable and worldwide license, to use, reproduce, distribute, prepare derivative works of, display, make available to the public and perform that Content, whether through the Internet, any mobile device or otherwise, in any media formats and through any media channels known today and developed in the future.

You hereby grant WalkMe a limited, non-exclusive, fully paid-up, royalty free, worldwide right to use your registered and unregistered trademarks, service marks, trade dress, graphics or logos (“Publisher Marks”) in any of the following: on the Site, any WalkMe blog or newsletter; on any business development, commercial sales materials, or press releases; as any part of the Service; or in any other reasonable manner that a Publisher might expect WalkMe to use its Publisher Marks.

• WalkMe is not obligated in any way to assure that the M-Tutorials delivered by WalkMe will work without any problems, including problems which may cause dissatisfaction by any end user or yourself.

• WalkMe, and other WalkMe marks, trade names, graphics, logos, designs, page headers, button icons, scripts, and service names comprise registered and/or unregistered trademarks, service marks and trade dress of WalkMe in the U.S. and/or other countries (the ” WalkMe Marks”). Other trademarks, service marks and trade names used on the Service are the property of their respective owners. Without WalkMe’s prior written authorization, you agree not to display or use in any manner the WalkMe Marks; however, a Publisher may write about its use of the Service at any time without such authorization, so long as Publisher sends the blog post or the content it has written to WalkMe prior to or concurrent with publishing thereof.

• The Services under this website are being licensed to you on a personal, limited, temporary, revocable (pursuant to the terms hereof), non-exclusive, non assignable and non-transferable basis by WalkMe, with charge, and is provided to you on an “AS IS” basis, for the sole purpose of using the Services as provided hereunder, and only for lawful purposes.

• WalkMe may make changes to these terms and conditions, at its sole discretion, from time to time by publishing them on the website, and without providing any special notice. Your continued use of the Service indicates your acceptance of any such updated Agreement terms. You may be asked to click to accept updated terms, and if so, then your failure or refusal to do so will allow WalkMe to terminate this Agreement and stop providing the Service to you. If you wish to cancel any prepaid Service due to a material change in the Agreement, you may do so by notifying WalkMe no later than 10 business days after a change to this Agreement was published on the website, and such notice must identify the change and the reason for your termination.

• The term of this Agreement will be as described in the Order Form. If the Order Form indicates an initial term, but not a specified renewal term, and you continue to use the Service after the initial term, this Agreement will automatically extend month to month, unless and until either you or WalkMe gives notice no less than one month prior to termination. Either you or WalkMe may terminate this Agreement if a material breach by the other party occurs and remains uncured 30 days after notice of that breach. WalkMe, in its sole discretion, may terminate your access to and use of the Service immediately if you take actions or fail to act, in a way that WalkMe reasonably believes may cause it liability or if the provision of the Service to you by WalkMe is, WalkMe’s sole opinion, no longer commercially viable.

• There are license fees for the Service. The license fees for the Service will be as described in the Order Form. Those fees do not include sales or other taxes. If any taxes are due, you will be responsible to pay them, and WalkMe will itemize them for you upon request. You must provide a valid credit card number to pay your fees. If the term of this Agreement renews, as described in the Agreement, WalkMe may automatically charge your credit card for fees for the renewal period. If your credit card expires or is declined, WalkMe may stop providing the Service to you until you provide a valid credit card number, and may charge you any fees or costs that arise. If WalkMe instead chooses to continue providing the Service to you, you will be responsible for paying any fees due for that period. All fees are non-refundable. Fees are not based on usage, so also if users do not use the Service, fees will not be refundable.

• Our liability is limited so we can provide you with attractive prices. WalkMe’s AGGREGATE LIABILITY UNDER THE AGREEMENT WILL NOT EXCEED THE AMOUNTS ACTUALLY RECEIVED BY WalkMe IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WalkMe (INCLUDING ITS SHAREHOLDERS, DIRECTORS AND OFFICE HOLDERS) AND ITS LICENSORS OR SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION LOST PROFITS, WHETHER OR NOT FORESEEABLE AND GOODWILL) RELATED TO THE SERVICE, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR HAD THE ABILITY TO BE AWARE OF SUCH DAMAGE. YOU ACKNOWLEDGE THAT THE PRICE OF THE WalkMe SERVICE IS BASED ON THIS LIMITATION.

• You agree not to reverse engineer, decompile, disassemble, alter, make copies, translate, create derivative works from, allow the use, distribute ,rent, transfer or provide others with the Service (either for consideration or not), or any information available on, derived or extracted from the Service, or any part thereof; block, disable or otherwise affect any advertisement, links to other sites and services, or other features that constitute an integral part of the Service; connect, use, attempt to connect or use in any way the Service, for any commercial or public purpose and any other purpose that is not for your private personal use in good faith and as explicitly offered on WalkMe’s website; and incorporate, integrate or otherwise include the Service or any portion thereof into any other application, program or product.

• You acknowledge that you shall be solely responsible to acquire data connection services or any other services necessary for using the Service. This license agreement will be interpreted according to the laws of the state of Israel, without regard to its conflicts of law’s provisions. Any disputes, actions, claims or causes of action arising out of or in connection with this license agreement or the Service will be subject to the exclusive jurisdiction of the state municipal courts located in Tel Aviv, Israel. The failure of WalkMe to enforce any right or provision in this license agreement will not constitute a waiver of such right or provision. If any provision of this license agreement is held to be invalid or unenforceable, the other provisions of this license agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Any delay in the performance of any duties or obligations of either party (except the payment of money owned) will not be considered a breach of this license agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, war, terrorism, or any other event beyond the control of such party. Your relationship to WalkMe is that of an independent contractor, and neither party is an agent or partner or employee of the other. Upon expiration or termination of this license agreement, you shall promptly discontinue use of the Services, and delete the software from wherever it was installed. The provisions of this license agreement addressing restrictions on use, disclaimers of representations and warranties, indemnity obligations, intellectual property, limitation on liability, and governing law shall survive the termination or expiration of this license agreement, for whatever reason.