“Customer Data” means any data transmitted by the Customer and its users through the Platform integrated to the Customer Site.
“Customer Site(s)” means the Customer website(s) in which the Platform shall integrated, as set forth in the Purchase Order.
“Documentation” means the electronic user and administrative manuals provided by Imweebo to Customer.
“Platform” means the Imweebo video recognition and analytics platform available to Customer by Imweebo.
“Purchase Order” means Imweebo’ standard ordering document that is governed by the terms of this Agreement.
GRANT OF LICENSE
Subject to the terms of this Agreement, Imweebo grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited right to use the Platform, subject to the parameters contained in the applicable Purchase Order.
License Conditions. Except as otherwise expressly permitted in this Agreement, Customer shall not itself, or through any parent, subsidiary, Affiliate, agent or other third party: (a) sell, lease, license, distribute, sublicense or otherwise transfer in whole or in part, the Platform or the Documentation to a third party; (b) decompile, disassemble, translate, reverse engineer or otherwise attempt to derive source code from the Platform; (c) allow access or permit use of the Platform or Documentation by any third party except authorized third-party contractors solely to provide services to Customer, provided that Customer shall be liable for all acts and omissions of such authorized third-party contractors; (d) modify or create derivative works based upon the Platform or Documentation; or (e) change any proprietary rights notices which appear in the Platform or Documentation.
Imweebo shall provide support services (the “Support Services”) with respect to the Platform. Support Services shall be provided by a help desk via email to enable Customer to report any Platform malfunctions and to seek assistance in enquiries regarding the Platform. The help desk is available on Sunday to Thursday, between 10:00 to 18:00, Israel time, at email@example.com. Imweebo shall make reasonable commercial efforts to resolve any serviceable event which materially interferes with the Customer’s ability to use the Platform without undue delay.
Customer agrees to provide Imweebo with such cooperation, materials, information, access and support which Imweebo deems to be reasonably required to allow Imweebo to successfully provide the Support Services. Customer understands and agrees that Imweebo’ obligations hereunder are expressly conditioned upon Customer providing such cooperation, materials, information, access and support.
PAYMENTCustomer agrees to pay Imweebo the fees stated on the applicable Purchase Order. Fees may be paid be wire transfer to Imweebo’s bank account, as detailed in the Purchase Order, or by online payment through Imweebo’s website. Fees do not include any taxes applicable to the items purchased under the applicable Purchase Order. Customer will be responsible for any sales, use, excise, withholding, import or export, value added or other tax or duty, and all government permit or license fees, and customs or similar fees, levied upon the delivery or sale of the services and other items purchased under this Agreement (except taxes on Imweebo income). Unless otherwise specified on the applicable Purchase Order, all invoices are due upon receipt and will be paid within thirty (30) days. Payments for monthly subscriptions are nonrefundable and will be made without right of set-off or charge back. In the event that the Customer shall cancel an annual subscription prior to the lapse of its term, the Company shall offer the Customer a prorated refund of the annual subscription fees, provided, however, that an amount reflecting any discounts applied by the Company with respect to such Customer’s subscription fees shall be set-off from such refund. If Customer does not pay the invoices when due, Imweebo may charge interest at one percent (1%) per month. If payment of any fee is overdue, Imweebo may also suspend access to the Platform and provision of the services hereunder until such delinquency is corrected.
Notwithstanding anything to the contrary, except for the limited license rights expressly provided in this Agreement, Imweebo has and will retain all rights, title and interest in and to the Platform and Documentation (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) and all copies, modifications and derivative works. Customer acknowledges that it is obtaining only a limited license right to the Platform and Documentation and that irrespective of any use of the words “purchase,” “sale,” or like terms hereunder no ownership rights are being conveyed to Customer under this Agreement or otherwise.
Customer acknowledges that Imweebo may create software or other works of authorship delivered to Customer pursuant to or in connection with the performance of this Agreement (a “Deliverable”). Imweebo shall own all right, title and interest in such Deliverables, including all intellectual property rights therein and thereto.
REPRESENTATIONS & WARRANTIES
Mutual Representations & Warranties. Each Party hereby represents and warrants that: (a) it has the full corporate right, power and authority to enter into this Agreement, to grant the licenses granted hereunder and to perform the acts required hereunder; and (b) when executed and delivered, the Agreement will constitute the legal, valid and binding obligation of each party, enforceable against each party in accordance with its terms.
the Customer represents and warrants to Imweebo that the Customer owns all rights, title and interest in and to the Customer Data that will be submitted to the Platform or transmitted for the purpose hereof, or that the Customer has otherwise secured all necessary rights in such data as may be necessary to permit the access and use thereof by Imweebo as contemplated by this Agreement.
By submitting Customer Data to the Platform you hereby grant (or warrant that the owner of such rights has expressly granted) Imweebo a non-exclusive right to use, excerpt, adapt, transcode, transmit and analyze your Customer Data solely for the purpose of performing its obligations hereunder.
TRANSMISSION OF DATAIn order to provide certain services through the Platform Imweebo may need to transmit the Customer Data or certain portion thereof to certain third parties providing auxiliary services to the Platform. Such transmission shall be made solely for the purpose of providing services to Customer through the Platform. Customer hereby authorizes and permits Imweebo to transmit Customer Data to such third parties.
EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED “AS IS” AND IMWEEBO DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. IMWEEBO DOES NOT WARRANT THAT THE PLATFORM WILL BE FREE FROM DEFECTS, OR THAT THE USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, AND ACCORDINGLY, CUSTOMER ACKNOWLEDGES THAT THERE ARE CERTAIN RISKS INHERENT IN USING THE PLATFORM THAT COULD RESULT, INTER ALIA, IN THE LOSS OF DATA, AND IMWEEBO SHALL NOT BE RESPONSIBLE FOR THE BACKUP OF ANY OF SUCH DATA AND/OR TO ANY DAMAGE THERETO.
IMWEEBO IS NOT RESPONSIBLE, AND HAS NO LIABILITY, FOR ANY HARDWARE, SOFTWARE, OR OTHER ITEM OR SERVICE PROVIDED BY ANY PERSON OR ENTITY OTHER THAN IMWEEBO.
EXCEPT FOR ANY WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT, THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE PLATFORM A OR AS TO THE SATISFACTORY QUALITY, PERFORMANCE, AND ACCURACY OF ANY OF THE ABOVE, REMAINS WITH CUSTOMER, AND CUSTOMER EXPRESSLY ASSUMES ALL RESPONSIBILITY FOR ANY DAMAGES, LOST DATA, LOST PROFITS AND OTHER CONSEQUENTIAL DAMAGES THAT MAY RESULT IN ANY WAY OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, USE OF THE PLATFORM. CUSTOMER HEREBY ACKNOWLEDGES THAT: (I) THE PLATFORM MAY NOT WORK ENTIRELY OR PROPERLY WITH ALL SPECIFIC DEVICES OR OPERATING SYSTEMS; (II) THE PERFORMANCE OF THE PLATFORM MAY BE AFFECTED BY MAINTENANCE PERFORMANCE, FAILURES IN INTERNET CONNECTIVITY, MALFUNCTIONS IN THE SYSTEM AND/OR FAILURES IN THE PROVISION OF THIRD PARTY SERVICES.
LIMITATION OF LIABILITY
to the maximum extent permitted by applicable law, in no event will IMWEEBO, AND ANY OF ITS EMPLOYEES, DISTRIBUTORS, DEALERS, AGENTS AND CONSULTANTS, be liable TO CUSTOMER OR ANY THIRD PARTY RELATED HERETO under any legal theory (including, without limitation, contract, tort, negligence, OR strict liability) for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, corruption or loss of data, cost of procurement of substitute goods, services, or technology) arising out of the subject matter of this Agreement, OR ANY RELATED SUPPORT & UPDATE AGREEMENT, even if ANY OF THE ABOVE has been advised of the possibility of such damages.
OTHER THAN IN CASES OF WILLFUL MISCONDUCT AND/OR A BREACH OF ONE'S CONFIDENTIALITY OBLIGATIONS (SECTION 9), EACH PARTY'S LIABILITY FOR DAMAGES ARISING UNDER THIS AGREEMENT WILL BE LIMITED TO THE FEES RECEIVED FROM CUSTOMER DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE FIRST CLAIM TO ARISE UNDER THIS AGREEMENT.
TERM AND TERMINATION
The term of this Agreement will commence on the date specified as the Effective Date in the applicable Purchase Order. This Agreement may be terminated at any time by either party upon written notice to the other party. Upon termination or expiration of this Agreement, Customer will immediately cease all use of the Platform. All rights and obligations granted under Sections 2.3, 4, 6, 7, 9, 10, 11 and 12 of this Agreement will survive the expiration or termination of this Agreement.
In the event that the Company shall terminate this Agreement, the Company shall offer the Customer a prorated refund of the subscription fees paid the Customer.
Without derogating from the above, either party may terminate this Agreement immediately upon a written notice to the other party: (i) if the other party is in material breach of this Agreement and has failed to cure such breach, to the extent it is curable, within ten (10) days after its receipt of written notice thereof from the other party; (ii) upon the filing of bankruptcy, arrangement for the benefit of creditors, insolvency or receivership proceedings by or against the other party; (iii) if the other party commits any act with the intent to defraud it; (iv) breaches any material representation provided by it under this Agreement, or (v) if both parties mutually agree.
Except as expressly allowed in this Agreement, Customer will hold in strict confidence, and will not disclose to any third party, any confidential and/or proprietary information disclosed to Customer by Imweebo (or anyone acting on its behalf), including with respect to the Platform and any related technology, idea, algorithm or information, all, except with respect to the disclosure of such information (i) to Customer’s employees in order for them to use the Platform; or (ii) to the extent that Customer can prove in writing that such disclosed material is generally available for use and disclosure by the public without any charge (including the confidentiality obligations hereunder) or license and through no fault by Customer and/or anyone acting on its behalf. This obligation of confidentiality shall survive the termination of this Agreement.
Customer further agrees to treat as confidential and not to disclose to any third party any information related to an alleged defect, bug or malfunction of the Platform or related technology. Customer acknowledges that unauthorized disclosure or use of such information will diminish the value of the Platform and Imweebo’s proprietary rights and might cause irreparable harm to the Company.
If Customer shall breach any of its obligations hereunder, in addition to any other right or remedy that it may have available to it, Imweebo will have the right to seek and obtain an immediate injunctive relief to enforce obligations under this Section without the necessity of proving actual damage and without the necessity of posting bond or making any undertaking in connection therewith.
The term “Personally Identifiable Information” when used herein refers to personally identifiable information about you, such as name, phone number, mailing and email address, ID numbers, passwords, billing information, including credit card details, and any other personal information submitted by you through the Platform or the imweebo website
We log visitor's IP address and mobile device unique identifiers automatically; this information identifies only the device that is being used to access the Services. We also collect information about your use of the Platform, such as the frequency and scope of your use of the Services, search queries, etc. Such information will not identify you personally.
Other than in respect of Personally Identified Information, if you provide information to us, you agree that we have unlimited rights to such information and that we may use such information in any way we choose. Such information shall be deemed to be non-confidential.
We collect only Personally Identified Information that is specifically and voluntarily provided by you, for example, when you register for an account.
Non-personal information is used mainly for click stream analysis in order to constantly improve and maintain our Services, including among others, for ensuring the technical functioning of our network, to help prevent fraudulent use of our services and for developing new services.
We may also analyze traffic patterns, users' demographics and behavior, for general business analytics and in order to provide you with a more personalized experience.
Personally identified information is used only for limited purposes such as to perform Transactions of your behalf, store user preferences, contact you in response to requests, inquiries, or purchases, or to optimize the content we display and personalize your experience.
We may also use personally identified information to communicate with users regarding customer service issues or billing information. These communications are not promotional in nature. When you send communications to us, we may retain those communications in order to process your inquiries, respond to your requests and/or improve our Services.
We may share non-personal, aggregate information regarding the Services usage with our affiliates, partners and advertisers. From time to time, we may release non-personal information in the aggregate, e.g., by publishing a report on trends in our Services usage.
Personally identified information may be shared under limited circumstances, such as:
With trusted third parties who assist us in operating the Platform and Services, conducting our business, expanding our business or servicing you, including by way of target advertising.
To comply with a legal requirement, for the administration of justice, to protect your vital interests, to protect the security or integrity of our databases or the Platform, to take precautions against legal liability, or in the event of a corporate sale, merger, reorganization, dissolution or similar event.
We take appropriate security measures to protect Users' information against unauthorized access to or unauthorized alteration, disclosure or destruction of data. Please note that these security measures cannot fully eliminate security risks associated with disclosure of information.
Moreover, we reserves the right to use or disclose personal information to law enforcement, regulatory or other government agencies, or third parties if we reasonably believe that use or disclosure is necessary to protect Imweebo' rights and/or to comply with a judicial proceeding, court order, or a legal process.
We would like to send you from time to time information related to the Site, such as updates and offers we believe you may find interesting. By providing your contact information you hereby provide your consent to receive such communications. You may choose at any time to opt-out and to not receive these communications.
We may, from time to time, transfer your Personally Identified Information to one of our databases in another country. If the level of privacy protection in a country does not comply with recognized international standards, we will ensure that data transferred to our databases in that country are adequately protected and that the transfer of data to third parties in such countries is made pursuant to a contract or other measures providing adequate protection.
Assignment. This Agreement, or any part thereof may not be assigned by the Customer, including by operation of law, to any third party whatsoever without the express written approval of Imweebo. Imweebo shall be entitled to assign this Agreement, in whole or in part, to any third party at its discretion, in which case it shall notify the Customer thereof in writing.
Notices. All notices shall be in writing to the other Party’s address, as set forth above (or as otherwise communicated in accordance with the provisions hereof). Such notices shall be deemed to be given or made (i) when delivered by hand – at the time of delivery; (ii) when delivered by registered mail – 3 business days after being posted; (iii) when delivered by facsimile or an e-mail (to a facsimile number or an e-mail address provided by the relevant Party) – at the time of delivery and electronic confirmation of receipt, or, if transmitted and received on a non-business day, on the first business day following the transmission and electronic confirmation of receipt.
Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Israeli, without giving effect to its conflict of laws provisions. The courts of the city of Tel-Aviv, Israel, shall have sole and exclusive jurisdiction and venue over any dispute related to this Agreement and both Parties hereby consent to such jurisdiction and venue. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded by the Parties.
Relationship of the Parties. Each Party is acting as an independent contractor and not as an agent, partner or joint venture with the other Party for any purpose. Nothing contained herein shall be deemed to create any relationship between the Parties other than that of principal and independent contractor.
Severability. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, such provision will be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remaining provisions will continue in full force and effect as if this Agreement had been executed without the invalid provision.
Amendments; Waiver. No change, modification, alteration or addition of or to any provision of this Agreement shall be binding unless set forth in writing and signed by both Parties. Failure or delay of either Party to exercise any right, power or privilege given to it hereunder shall not be deemed to constitute a waiver of the right to demand exact compliance with the terms hereof, and any single or partial exercise of any right, power or privilege given to it hereunder shall not preclude any other or further exercise thereof.
Entire Agreement. The Parties have read this Agreement and agree to be bound by its terms, and further agree that it constitutes the complete and entire agreement of the Parties and supersedes all previous communications, oral or written, between them relating to the license and to the subject matter hereof. No representations or statements of any kind made by either Party that are not expressly stated herein shall be binding on such Party.