General Terms and Conditions
“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.
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: email@example.com 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.
PAYMENTCustomer 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.
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.
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 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.
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.
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.
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.