General Terms and Conditions

Last updated 02/2018
These terms and conditions together with the Privacy Notice available at http://wee.bo/privacy form the entire agreement (the "Agreement").between you ("you" or the "Customer") and Imweebo Ltd. ("Weebo") Customer shall be deemed to have full knowledge of the terms and conditions herein and such terms and conditions shall be binding immediately upon accessing the Platform (as defined below). Weebo reserves the right to change any and all terms and conditions at any time without prior notice. Such revisions and additions shall be effective immediately upon notice here within this terms and conditions document. You are responsible for reviewing these terms periodically for any modification to these terms that may affect your rights or obligations hereunder. These terms are effective until terminated by Weebo.

DEFINITIONS

“Customer Data” means any data, including Personal 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 Weebo to Customer.

“Platform” means the Weebo video recognition and analytics platform available to Customer by Weebo.

“Purchase Order” means Weebo' standard ordering document that is governed by the terms of this Agreement.

“Personal Data” as such term defined in the Privacy Notice.

GRANT OF LICENSE

Subject to the terms of this Agreement, Weebo 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.

SUPPORT SERVICES

Weebo 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: support@wee.bo Weebo 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 Weebo with such cooperation, materials, information, access and support which Weebo deems to be reasonably required to allow Weebo to successfully provide the Support Services. Customer understands and agrees that Weebo' obligations hereunder are expressly conditioned upon Customer providing such cooperation, materials, information, access and support.

PAYMENT

Customer agrees to pay Weebo the fees stated on the applicable Purchase Order. Fees may be paid be wire transfer to Weebo's bank account, as detailed in the Purchase Order, or by online payment through Weebo'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 Weebo 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, Weebo may charge interest at one percent (1%) per month. If payment of any fee is overdue, Weebo may also suspend access to the Platform and provision of the services hereunder until such delinquency is corrected.

OWNERSHIP

Notwithstanding anything to the contrary, except for the limited license rights expressly provided in this Agreement, Weebo 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 Weebo may create software or other works of authorship delivered to Customer pursuant to or in connection with the performance of this Agreement (a "Deliverable"). Weebo shall own all right, title and interest in such Deliverables, including all intellectual property rights therein and thereto.

DATA PROCESSING

CUSTOMER ACKNOWLEDGES AND UNDERTAKES THAT IT IS CUSTOMER'S SOLE LIABILITY TO OBTAIN, IF NECESSARY UNDER APPLICABLE LAW, EXPLICIT CONSENTS FROM ITS USERS IN CONNECTION WITH THE COLLECTION AND PROCESSING DONE BY WEEBO ON BEHALF OF CUSTOMER. CUSTOMER SHALL DISABLE, IF NECESSARY, WEEBO'S WIDGET/TECHNOLOGY ENABLING THE COLLECTION OF DATA REGARDING CUSTOMER'S USERS WHICH HAVE NOT CONSENTED TO SUCH DATA PROCESSING AND THE PROCESSING IS UNLAWFUL UNDER APPLICABLE LAW WITHOUT APPROPRIATE CONSENT.

It is agreed and acknowledged that as between the parties, in the context of European privacy regulations, Weebo shall be considered as a "Data Processor", while the Customer shall be considered as the "Data Controller". Any processing of Personal Data by Weebo shall only be made on behalf of Customer and pursuant to the Customer's written instructions, and Weebo shall not be expected or required to conduct independent processing or make independent decisions regarding data processing.

Customer acknowledges that all actions related to processing of Personal Data, inter alia, the collection and Processing of Personal Data, the use of Personal Data in connection with profiling or tracking of data subjects, the use of cookies or similar technologies in connection with the above, and the sending of unsolicited commercial communications to data subjects, may be restricted or prohibited under applicable law, or may be conditioned upon the explicit prior consent of the data subjects, and Customer undertakes not to engage in any such activities except as lawful under applicable law.

Customer further undertakes that the processing of Personal Data shall be made in compliance with applicable laws, and that Customer shall comply with any and all obligations imposed on Controllers of Personal Data under such laws.

The Customer shall be solely responsible in connection with obligations, where applicable, to obtain documented consent from its users in connection with the processing of their Personal Data and Customer's use of Weebo's Platform.

Customer undertakes to verify that its privacy policy reflects the above, and in connection with any data processing conducted by Weebo, including notifying its users, where applicable, that Customer engages third parties, including Weebo.

Weebo shall be entitled to engage third party processors in connection with the provision of its Services to the Customer and the processing of Personal Data, and the Customer hereby expressly provides Weebo with a general authorization to engage third party processors.

Weebo shall not be obligated to perform any processing of personal data which in Weebo's discretion, is non-compliant with data protection legislation, and shall not be liable towards Customer for such refusal.

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.

Customer Representations & Warranties.

the Customer represents and warrants to Weebo 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 Weebo as contemplated by this Agreement, including with connection to Personal Data processing as detailed in Section 6.

By submitting Customer Data to the Platform you hereby grant (or warrant that the owner of such rights has expressly granted) Weebo a non-exclusive right to use, excerpt, adapt, transcode, transmit and analyze your Customer Data solely for the purpose of performing its obligations hereunder.

Weebo Representations & Warranties. Weebo represents and warrants to Customer that (i) it owns all rights, title and interest in and to the Platform, or that it has otherwise secured all necessary rights in the Platform as may be necessary to permit the access and use thereof as contemplated by this Agreement and (ii) during the Term hereof, it shall employ industry standard techniques in order to assure that the Platform will be free from "viruses", "worms", "back doors", "trojan horses", "self-destruction", "disabling", and "lock out" as such terms are understood in the computer industry.

DISCLAIMER

EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED "AS IS" AND WEEBO 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. WEEBO 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 WEEBO SHALL NOT BE RESPONSIBLE FOR THE BACKUP OF ANY OF SUCH DATA AND/OR TO ANY DAMAGE THERETO.

WEEBO IS NOT RESPONSIBLE, AND HAS NO LIABILITY, FOR ANY HARDWARE, SOFTWARE, OR OTHER ITEM OR SERVICE PROVIDED BY ANY PERSON OR ENTITY OTHER THAN WEEBO.

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 WEEBO, 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 30 days 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 by 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.

CONFIDENTIALITY

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 Weebo (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 Weebo'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, Weebo 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.

Notice. If you have any questions or comments regarding this Agreement, please contact us at: terms@wee.bo.

GENERAL

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 Weebo. Weebo 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

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