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Jents Service Agreement · Last updated: August 2, 2026
Welcome to Jents, a proprietary platform and software system that helps organizations understand which agents are operating across the organization, the impact of each such agent, and the analysis of such activity against the organization's business metrics (the "Solution").
The Solution is developed and operated by Jents, a company in-formation, represented by Niv Ehrlich, Email address: niv@jents.io (the "Company"). Please carefully read the following terms and conditions and any other document referenced herein, including any proposal or order form (the "Agreement"), By accessing or using the Solution in any way, or by accepting any proposal or order form, you (the "Customer") agree to be bound by the Agreement and you signify that you have read and understood it.
1.1 Subject to the terms and conditions hereof, during the Term (as defined below), the parties hereby agree to collaborate, on a non-exclusive basis, in connection with the performance of a limited proof of concept with respect to the implementation of the Solution in accordance with the terms hereof to demonstrate the Solution's capabilities (the "POC"). "Solution" includes, without limitation, all hardware, software and related documentation provided by the Company in connection therewith.
1.2 As part of the POC, (i) Customer shall provide the Company with access to and use of such datasets and other materials (collectively, the "Customer Materials"); and (ii) Company shall produce through the Solution and deliver to Customer the data and reports on which agents are operating across the organization, their impact and their activity against the organization's business metrics (collectively, the "Deliverables"). The Customer Materials shall not include any personal data or personal information (as defined under applicable data protection laws and regulations) of any third parties.
2.1 Subject to the terms hereof, during the Term, the Company grants the Customer a limited, non-transferable, non-exclusive, non-assignable, and non-sublicensable and revocable right to access and use the Solution for the sole purpose of evaluating the Solution and the Deliverables for Customer's internal business purposes.
2.2 All right, title and interest in the Solution and Deliverables, including, without limitation, all intellectual property rights therein and any enhancements, modifications, improvements and derivative works thereof, shall be the sole and exclusive property of the Company. Except for the limited license in Section 2.1, nothing herein grants or assigns to Customer any license, right, title, or interest in or to the Solution, Deliverables or any intellectual property rights associated therewith.
2.3 Subject to the terms hereof, during the Term, Customer grants the Company a limited, non-transferable, non-exclusive, non-assignable, non-sublicensable license to access and use the Customer Materials solely for the purposes of (i) Company's performance of the POC, and (ii) developing, improving, and enhancing Company's products, services and technology, including, without limitation, for machine learning purposes. Except as expressly set forth herein, nothing in this Agreement grants or assigns to the Company any license, right, title, or interest in or to the Customer Materials or any intellectual property rights associated therewith.
2.4 As part of the POC, Customer may provide the Company with feedback, suggestions and other information and content concerning enhancements, modifications, or additions to the Solution and/or Deliverables (collectively, "Feedback"). All right, title and interest in any Feedback, including, without limitation, all intellectual property rights therein and any enhancements, modifications, improvements and derivative works thereof, shall be the sole and exclusive property of the Company. To the extent Customer provides the Company with any such Feedback, Customer hereby irrevocably transfers and assigns to the Company all right, title and interest in the Feedback, including, all intellectual property rights associated therewith.
Customer agrees and undertakes not to, or permit any third party to: (a) access, use, repair, operate or otherwise handle the Solution without the express prior written consent of the Company; (b) sell, lease, sublicense, distribute, transfer, assign, pledge, or in any way encumber or convey the Solution, or otherwise allow any third party to access or use the Solution in any manner; (c) reverse engineer, disassemble, dismantle, decompile or otherwise attempt to create or recreate the source code, internal structure, functionality or organization of the Solution or any part thereof; (d) modify, alter or copy the Solution, or create or develop any derivative works based upon or incorporating the Solution; and (e) remove, or in any manner alter, any product identification, proprietary, trademark or other notices contained in the Solution.
Each party represents and warrants that: (i) it has the right and full power and authority to enter into this Agreement; (ii) it will comply, at all times, with all applicable laws in connection with its performance hereunder; and (iii) it has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement or the performance thereof.
The Solution shall be provided to the Customer at no charge during the Term. For the avoidance of doubt, neither Party shall owe any fees, royalties, or other compensation to the other Party in connection with the access and use of the Solution under this Agreement and in connection with the POC. If the parties wish to continue their engagement in any form following the Term, they shall negotiate in good faith a mutually acceptable definitive agreement, and the terms and conditions of any such additional engagement shall be governed solely by such definitive agreement.
6.1 The term of this Agreement commences on the earlier of: (i) the date where Customer first accessed or used the Solution in any way; or (ii) the date where Customer accepted any proposal or order form; and, unless terminated earlier in accordance with this Section 6, shall continue until the completion, termination or expiration of the POC (the "Term").
6.2 Either party may terminate this Agreement for convenience and without cause or liability at any time by providing at least seven (7) days prior written notice to the other party.
6.3 Sections 2, 7, 8 and 10 hereto shall survive any termination or expiration of this Agreement.
7.1 Each party (each, a "Recipient") may have access to certain non-public or proprietary information of the other party (each, a "Disclosing Party") including any technical or non-technical information related to the other party's business, including technical, marketing, financial, employee, planning and other confidential or proprietary information, in each case whether or not specifically designated as "confidential" or "proprietary" ("Confidential Information"). The terms of this Agreement, the Solution and any Feedback shall be considered the Confidential Information of the Company.
7.2 The Recipient will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Recipient who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Recipient's duty hereunder; and in any event the Recipient shall assume full responsibility for any breach of this Agreement caused by any such employees or contractors. The Recipient will protect the Disclosing Party's Confidential Information from unauthorized use, access or disclosure in the same manner as the Recipient protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
7.3 Recipient's obligations under this Section 7 do not apply to any Confidential Information that Recipient can demonstrate by written records (i) was in the public domain at or subsequent to the time the Confidential Information and was received by Recipient through no act or omission of Recipient; (ii) was rightfully in Recipient's possession free of any obligation of confidence at or subsequent to the time the Confidential Information was communicated to Recipient by Disclosing Party; or (iii) was independently developed by Recipient without use of, or reference to, any Confidential Information. A disclosure of any Confidential Information by Recipient will not be considered to be a breach of this Agreement to the extent that such disclosure is required by law or by the order of a court of similar judicial or administrative body, provided that the Recipient notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party's reasonable request and expense, in any lawful action to contest or limit the scope of such disclosure.
8.1 THE SOLUTION AND ANY OTHER SERVICES PERFOMED BY THE COMPANY HEREUNDER ARE PROVIDED "AS IS" AND WITHOUT EXPRESS, IMPLIED OR STATUTORY WARRANTY. CUSTOMER UNDERSTANDS THAT THE SOLUTION IS BEING PROVIDED ON AN EVALUATION BASIS ONLY, AND NOT FOR PRODUCTION OR COMMERCIAL USE. THE COMPANY DOES NOT WARRANT OR REPRESENT THAT THE SOLUTION OR DELIVERABLES WILL ACHIEVE ITS PURPOSE OR ANY PARTICULAR RESULT OR WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECTS IN THE SOLUTION OR DELIVERABLES ARE CORRECTABLE OR WILL BE CORRECTED. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR WARRANTY OF ANY KIND IN CONNECTION WITH THE SOLUTION, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR WITH RESPECT TO NON-INFRINGEMENT OF ANY KIND.
8.2 EXCEPT FOR DAMAGES ARISING FROM ANY WILFULL MISCONDUCT, MISSAPPROPTIATION OF THE INTELLECTUAL PROPERTY RIGHTS OF A PARTY HERETO, OR ANY BREACH OF SECTIONS 3 AND 7 HERETO, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, DIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES FOR ANY CLAIM ARISING UNDER THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.3 COMPANY'S ENTIRE LIABILITY ARISING FROM THIS AGREEMENT WILL NOT EXCEED AN AMOUNT EQUAL TO THE AMOUNTS PAID BY CUSTOMER TO THE COMPANY UNDER THIS AGREEMENT. AS SUCH, IF CUSTOMER HAS MADE NO PAYMENTS DURING THE TERM, THE COMPANY SHALL HAVE NO LIABILITY IN RESPECT THEREOF.
Customer hereby agrees to serve as a reference account for the Company and agrees that Company may disclose the name of the Customer as a "reference account", "beta-tester", "pre-release customer" or the like on Company's marketing materials.
This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all other agreements, understandings and communications, whether written or oral. All modifications, waivers and amendments of this Agreement must be in writing. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, such provision shall be interpreted to give maximum effect to its terms as possible under law, and the remaining provisions hereof shall be unaffected and continue in full force and effect. Nothing in this Agreement creates any agency, employment, joint venture, or partnership relationship between the Parties. Neither Party may assign or delegate, any of its right or obligations under this Agreement without the prior written consent of the other party, provided however that the Company may assign its rights and obligations hereunder to a purchaser of all or substantially all of its share capital or assets. This Agreement shall be governed by the laws of the State of Israel, without reference to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the courts of Tel Aviv, Israel. Any notices hereunder shall be provided by writing, prepaid mail, email, receipted courier service, or hand delivery to the party to be notified, at the address stated at the outset of this Agreement.