These General Terms (the “Terms” or the “Agreement”) will apply to the engagements between you and Membit (Abaza) Ltd. (“Abaza”) with respect to Membit software license and the configuration and reports system owned by Abaza (the “Software”) in accordance with these Terms.
If you are engaging in this Agreement on behalf of your employer or on behalf of another legal entity, you hereby declare and warrant that you have the full authority to bind the said entity through this Agreement.
- License
1.1 Subject to these Terms, Abaza grants you a nonexclusive, nontransferable, unassignable license to make use of and deploy the Software, on your website or on other channels, such as your Facebook page, WhatsApp account or through connection to the telephony system (the “Site”) for the Pilot Period, only for your internal purposes, and in accordance with the terms and conditions of these Terms.
1.2 It is clarified that you will not be allowed to perform and you will not perform, directly or indirectly, the following actions: (A) copying, distributing, modifying, transferring, selling, sublicensing, reverse-engineering, recompiling, modifying the application or attempting to discover the source code of the Software; (B) using the Software for any commercial purpose; (B) using the Software for any commercial purpose; (C) bypassing any technical restrictions in the Software; and/or (D) developing software and/or a product and/or service based on the Software.
1.3 It is clarified that this Agreement does not grant you a license, right or affiliation for any trademark, trade name or service mark of Abaza.
- Ownership and Intellectual Property
These Terms grant you only a license to use the Software, and the Software is not being sold to you under these Terms. You confirm that you are aware that Abaza and its licensors reserve all proprietary rights, ownership rights and Intellectual Property Rights to the Software and to any improvement, update and upgrade of the Software. “Intellectual Property Rights” mean all rights therein towards all commercial secrets, patents, copyrights, service marks, trademarks, know-how or similar intellectual property rights, and all moral rights, rights of privacy, publicity and similar rights of any type pursuant to the laws or regulations of any country, regulatory authority or judicial authority, local or foreign.
- Confidentiality
Each party may have access to certain non-public and/or proprietary information of the other party, in any form or media, including but not limited to commercial secrets and other information with respect to products, Software, technology, data, know-how or business affairs of the other party, and any other information that a reasonable person may understand as being proprietary, secret or of competitive value (“Confidential Information”). Each party will take reasonable measures that are not less than those that it would employ in order to protect its own commercial information, but in any case not less than reasonable care, in order to protect the Confidential Information of the other party against disclosure to a third parties. Neither party will make use of or disclose the Confidential Information of the other party except as explicitly permitted under this Agreement or according to the applicable law. All rights to, proprietary rights to and interests in and related to commercial information are and will remain the exclusive property of the disclosing party. For the removal of doubt, it is clarified that the Software constitutes Confidential Information of Abaza.
- Terms and Termination
5.1 This Agreement will be valid from its date of signing for a period of 30 days, or any other period agreed between the parties (the “Pilot Period”). It is clarified that at the end of the Pilot Period, the Agreement will be expired automatically and your continued use of the Software shall be subject to you and Abaza entering into a binding license agreement.
5.3 Each party will be able to immediately terminate this Agreement, for any cause.
5.4 Upon termination or expiration of this Agreement, for any reason you will cease any use of the Software and remove the Software from the Site. It is hereby clarified that upon the termination or expiration of the Agreement, Abaza will assume no duty to save any data with respect to your use of the Software (including data on users using the services offered through the Software), and we will be allowed to delete all this data from our system, and you will have no claim and/or demand against us in this respect.
5.5 Section 5 above and Sections 3 (Ownership and Intellectual Property), 4 (Confidentiality), 7 (Limitation of Liability) to 9 (Miscellaneous) will continue to be in effect after the conclusion of this Agreement.
- Personal Data
6.1 As part of the use of the Software on the Site, we may collect personal data related to users using the service provided through the Software. We will use the said personal data in order to provide you the services provided on the Site through the Software and in accordance with Abaza’s Privacy Policy, which is available at: https://legal.membitbot.com/privacypolicy.html. We will act with respect to the use of such personal data and keeping it in accordance with the requirements of the law applying to Abaza. You confirm and warrant that you have all the consents, rights and authorizations required by law in order to allow us to use the said personal data including that the Site’s privacy policy will notify the user of the possibility of collecting and using the data by us, and will be approved thereby.
- Limitation of Liability
7.1 Abaza does not warrant that the Software will fulfill your requirements, that the Software will operate without interruption and without errors, or that all error states will be rectified. The sole responsibility of Abaza in the case of any loss or damage arising from any error or defect in the Software or the services provided through the Software will be repairing, as soon as possible and in a reasonable manner, such an error or defect, in accordance with Abaza’s warranties.
7.2 Abaza will not bear any responsibility or liability for the precision, content, completeness, reliability, operability or availability of the Software. Abaza hereby rejects all other types of responsibility and obligations, whether explicit or implicit, with respect to the Software or its use or the inability to use it, including but not limited to responsibility for tradability, non-violation or suitability for a particular purpose.
7.3 Abaza (and its licensors) will not assume responsibility for direct, indirect, random, punitive, special or consequential damage, including but not limited to loss of data, loss of profits, or costs irrespective of the manner of causation of the damage, even if they have been informed of the possibility of the occurrence of such damage.
- Support
8.1 During the engagement period, Abaza will be under no obligation to provide support services. If Abaza choose to provide such services, such will be provided via telephone technical support for your employees only on Sun-Thu, 8 a.m. to 5 p.m. (not including religious holidays and eves of religious holidays) (the “Support Hours”), on telephone number: 03-5704860.
- Miscellaneous
9.2 You are not allowed to assign your rights and duties pursuant to this Agreement without the prior written consent of Abaza. Abaza will be able to assign its rights and duties pursuant to his Agreement at its discretion.
9.3 At the time of engaging in this Agreement, you and Abaza are independent contractors. None of the statements in these Terms will be considered as creating a partnership, joint venture, proxy relations or employer-employee relations between you and Abaza. In no case will you be allowed to use, or assume, any undertakings, representations, obligations or stipulations on behalf of Abaza.
9.4 Any notices or demands will be in writing and will be sent to the email address: support@membitbot.com.
9.5 The omission of either party to exercise any right under this Agreement will not constitute as a waiver of that right or of any other right.
9.6 If any of the provisions of this Agreement will be considered unenforceable, this Agreement will be construed as though they do not include such a provision.
9.7 Each of the parties will discharge its obligations in a manner that fulfills all laws and regulations whose fulfillment is required of that party or for which the said party assumes responsibility under these Terms.
9.8 These Terms will be subject to the laws of the State of Israel. The parties hereby undertake to invest efforts in good faith in order to settle any disputes that arise pursuant to these Terms. In the absence of reaching a settlement, all disputes, including but not limited to disputes with respect to interpretation and/or execution of the Agreement will be under the exclusive jurisdiction of the Court in Tel Aviv.
9.9 These Terms constitute the entire agreement between the parties, supersede all other agreements between the parties with respect to the issues stated herein, and may be modified only through a written document that will be signed by the authorized signatories of each of the parties. Notwithstanding the foregoing, no purchase order, other order document or any written or printed text purporting to change or add to the printed text of this Agreement or any appendix pursuant to “standard” or printed contusions included therein, without specific attention to the provisions of this Agreement, which is intended to change or supersede it, whether submitted by the Abaza or by you, will not add to or change the Terms stated herein.