Acceptance of Terms

These Terms and Conditions shall apply to Customer’s use of Seebo’s proprietary platform and services (collectively, the “Services“) either identified in one or more ordering documents signed by the parties (each an “Order“) or, if there is no Order executed by the Customer than upon its access and/or use of the Services. Customer’s execution of an Order referencing these Terms and Conditions and/or access or use of the Services shall be deemed Customer’s agreement to these Terms and Conditions. These Terms and Conditions and all Orders (collectively referred to as the “Agreement“) represent the parties’ entire understanding regarding the Services and shall govern over any different or additional terms of any purchase order and no terms included in any such purchase order shall apply to the Services unless such different terms are stated specifically in a mutually signed Order.

All capitalized terms not defined herein shall have the meanings attributed to such terms in the Order. The term “Customer” shall also include Customer administrators identified through a unique login and individuals authorized by Customer to use the Services subject to such limitations on the number of individuals permitted under the Service. Customer shall be responsible for compliance with the provisions of this Agreement by such administrators and individuals and for any and all activities that occur under its Account.

Upon its access and/or use of the Services, Customer acknowledges that it has read this Agreement, understands it, and agrees to be bound by it. If Customer does not agree to any of the terms below, Seebo may be unwilling to grant Customer access to the Services. If Customer is unwilling to accept all of the terms of this Agreement, it should not use the Service and it should exit the Service.

Customer declares that by acceptance of this Agreement and/or by using the Services it is of legal age to form a binding contract with Seebo. If Customer is accepting this Agreement on behalf of a company or other legal entity, Customer represents and warrants that it has the authority to bind such entity to the terms and conditions contained herein. Customer may not use the Services and may not accept this Agreement if it is an entity and/or person barred from receiving the Services under the laws of the country in which it is a resident or from which it uses the Services.

Seebo may update or modify the Services from time to time. If, in Seebo’s reasonable judgment, any such modification to the Service materially reduces the Service functionality, Seebo will endeavor to inform Customer via the e-mail address associated with Customer’s Account no less than fourteen (14) days prior to such change. Customer’s continued access and/or use of the Service following such changes or modifications shall be deemed to be Customers acceptance of the revised Services.

1. The Service

Subject to Customer’s compliance with the terms and conditions of the Agreement and payment of all applicable fees, Seebo shall provide Customer with the Services, during the term of this Agreement for the purpose of defining, validating, delivering and analyzing connected devices, systems, venues and/or products.

2. Account Information

2.1 During the process of creating an account in order to access the Services (“Account“), Customer may be required to select a password (the “Login Information“). The following rules govern the security of Customers Account and Login Information. For the purposes of this Agreement, references to Account and Login Information shall include any account and account information, including user names, passwords or security questions, whether or not created for the purpose of using the Services, that are used to access the Services:

a. Customer shall not share its Account or Login Information, nor let anyone else access its Account or do anything else that might jeopardize the security of the Account;

b. In the event Customer becomes aware of or reasonably suspects any breach of security, including, without limitation any loss, theft, or unauthorized disclosure of its Login Information or unauthorized access to its Account, Customer must immediately notify Seebo and modify its Login Information;

c. Customer is solely responsible for maintaining the confidentiality of the Login Information, and will be responsible for all uses of its Login Information, including purchases, whether or not authorized by it;

d. Customer is responsible for anything that happens through its Account, whether or not such actions were taken by it, including, for the avoidance of doubt, actions taken by third parties. Customer therefore acknowledges that its Account may be terminated if someone else uses it to engage in any activity that violates this Agreement or is otherwise improper or illegal;   

e. Customer undertakes to monitor its Account and restrict use by any individual barred from accepting this Agreement and/or receiving the Services, under the provisions listed herein or any applicable law. Customer shall accept full responsibility for any unauthorized use of the Services by any of the above mentioned;

f. Seebo reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates such third party’s rights.

2.2 Any personal information Customer provides when creating or updating the Account, which may include Customer’s name, age, birth date, gender, address, geographic location, e-mail address, picture and any such other information, will be held and used in accordance with Seebo’s Privacy Policy that may be located at seebo.com/privacy-policy/ (“Privacy Policy“) as amended from time to time which constitutes an integral part of this Agreement. Customer agrees that it will supply accurate and complete information to Seebo, and that it will update that information promptly after it changes. Customer represents and warrants that it has full right and authority to provide Seebo with the foregoing information, including, without limitation, any third party’s consent (to the extent required under any applicable law).

3. Customer Data

3.1 For the purpose of providing the Services, Customer support and for analyzing and improving the Service, Seebo will be entitled to use the Customer Data.

The term “Customer Data” shall mean Customers name, logo, trade dress, trademark or service mark, the files or attachments submitted to Seebo by Customer as part of the Services, files created by Customer with the use of the Services, data provided by Customer to Seebo in order for Seebo to provide its IoT behavior analytics, as well as the account and contact information submitted to Seebo by Customer (if any).

3.2 Seebo acknowledges that, as between Customer and Seebo, Customer owns all rights, title and interest in the Customer Data. Seebo acknowledges that nothing in the Agreement shall be construed to convey to Seebo any rights in any copyrighted material of Customer

3.3 Customer warrants and represents to Seebo that Customer possesses all rights required to lawfully provide the Customer Data to Seebo and allow Seebo to perform the Services in connection therewith, and further warrants and represents that Customer Data and/or the display of and access to such materials do not infringe upon, misappropriate, or otherwise violate any intellectual property, proprietary, privacy or other rights of any third parties.

3.4 Without derogating from any of Seebo’s rights and remedies under the Agreement and/or under law, Seebo will be entitled to immediately discontinue the Services or any part thereof in the event of any alleged infringement, misappropriation or violation of any rights of any third parties in connection with the Customer Data.

3.5 Customer acknowledges and agrees that Seebo has no obligation to review any of the contents of Customer Data provided to Seebo for inaccuracy or completeness, or for the potential violation of any third party rights.

3.6 Any Customer Data provided to Seebo as part of the Services will be held and used in accordance with Seebo’s Privacy Policy. In connection with providing the Service, Seebo may transfer, store and process Customer Data in any country in which Seebo or its affiliates maintain offices. By using the Service, Customer hereby consents to such transference, processing and storage of the Customer Data.

4. Third Parties

4.1 Communication Channels. The Services may provide communication channels such as forums, communities, or chat areas (“Communication Channels“) designed to enable Customer to communicate with other users of the Services. Seebo is under no obligation to monitor these communication channels but may do so, and reserves the right to review materials posted to the Communication Channels and to remove any materials, at any time, with or without notice for any reason, at its sole discretion. Seebo may also terminate or suspend Customer’s access to any Communication Channels at any time, without notice, for any reason. Customer acknowledges that chats, postings, or materials posted by users on the Communication Channels are neither endorsed nor controlled by Seebo, and these communications should not be considered reviewed or approved by Seebo. Customer will be solely responsible for its activities within the Communication Channels and under no circumstances will Seebo be liable for any activity within the Communication Channels. Customer agrees that all its communications within the Communication Channels are public, and it has no expectation of privacy regarding its use of the Communication Channels. Seebo is not responsible for information that it chooses to share on the Communication Channels, or for the actions of other users.

4.2 Dealings with Other Users. Customer hereby acknowledges and agrees that any responsibility regarding correspondence or business dealings with other users through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely with Customer. Customer agrees that Seebo will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such other users on the Services.

Third Party Material

4.3 Customer may be able to access, review, display or use third party services, resources, content or information (“Third Party Materials“) via the Services. Customer acknowledges sole responsibility for and assumes any and all risks arising from its access to, use of or reliance upon any such Third Party Materials, and Seebo disclaims any liability that Customer may incur arising from its access to, use of or reliance upon such Third Party Materials through the Services. Customer acknowledge and agree that Seebo: (i) is not responsible for the availability, accuracy, integrity, quality or lawfulness of such Third Party Materials or the products or services on or available from such Third Party Materials; (ii) has no liability to Customer or any third party for any harm, injuries or losses suffered as a result of its access to or use of such Third Party Materials or Customers reliance on the privacy practices, data security processes or other policies of such third parties; and (iii) does not make any promises to remove Third Party Materials from being accessed through the Services. Customer’s ability to access or link to Third Party Materials or third party services does not imply any endorsement by Seebo of Third Party Materials or any such third party services.

4.4 This Agreement does not authorize Customer to, and Customer may not use any Third Party Materials except as expressly permitted by the owners of such Third Party Materials and such owners may have the right to seek damages against Customer for any unauthorized use of their Third Party Materials.

4.5 Without derogating from any of Seebo’s rights and remedies under this Agreement and/or under law, Seebo will be entitled, at its sole discretion, to immediately discontinue the Services or any part thereof, in the event of any alleged infringement, misappropriation or violation of any rights of any third parties in connection with the Third Party Materials.

4.6 Customer may not use any Third Party Materials for which it has not obtained appropriate approval to use. Seebo cannot grant permission to use third party content.

5. Rules of Conduct and Usage

5.1 Customer represents and warrants that it has full right and authority to use the Services and to be bound by this Agreement. Customer agrees that it will comply fully with this Agreement and all applicable domestic and international laws, regulations, statutes, ordinances that govern its use of such Services. Without limiting the foregoing and in recognition of the global nature of the Internet, Customer agrees to comply with all local and international rules regarding online conduct. Customer also agrees to comply with all applicable laws affecting the transmission of content or the privacy of persons.

5.2 Customer undertakes not to defraud, or attempt to defraud, Seebo or other users, and that it shall not act in bad faith in its use of the Services. If Seebo determines that Customer has acted in bad faith and/or in violation of the Agreement, or if Seebo determines that Customer’s actions fall outside of reasonable community standards, Seebo may, at its sole discretion, terminate Customer’s Account and prohibit it from using the Services. Customer agrees that its use of the Services shall be lawful and that it will comply with Seebo’s “Acceptable Use Policy” that may be located at www.seebo.com/acceptable-use/ as amended from time to time which constitutes an integral part of this Agreement.

6. Service Availability

6.1 Seebo shall make commercially reasonable efforts to ensure that the Services will be accessible and functional on a continuous basis, twenty-four (24) hours per day, seven (7) days per week, with the exception of scheduled maintenance periods. The foregoing notwithstanding, Customer acknowledges and agrees that the Services may be inaccessible or inoperable at any time and for any reason, including without limitation due to equipment malfunctions, unscheduled maintenance or repairs, or causes that are beyond Seebo’s reasonable control or not reasonably foreseeable by Seebo, including without limitation interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.

If the Services become inaccessible or are not functional, other than due to scheduled maintenance, Seebo shall have qualified personnel respond and endeavor to remedy such unavailability or failure of functionality as soon as reasonably possible. 

6.2 Customer shall be responsible to ensure that its computer, operating systems, computer networks and network connections, telecommunications facilities or mobile device meets all the necessary technical specifications to enable it to access and use the Services. Seebo does not provide Customer with the equipment to access and/or use the Services. Customer is responsible for all fees charged by third parties related to its access and use of the Services (e.g., charges by Internet service providers or air time charges)

6.3 Seebo may make modifications, additions and upgrades to the Services, as it deems necessary. The terms of the Agreement will apply to any updates that Seebo may make available to the Customer.

7. Consideration

7.1 In consideration for the Services provided by Seebo under this Agreement, Customer shall pay Seebo the subscription fees stated in the Order, unless such use is during the trial period in which case use of the Services will not be billed by Seebo.

7.2 Customer may add additional concurrent authorized members and/or partners to Customer’s account by requesting such increase from Seebo and paying the applicable additional subscription fees.

7.3 Payment; Payment Currency. Within thirty (30) days after the execution of the Order, Customer shall pay Seebo the full amount of the annual subscription fees due for such calendar year. All payments to Seebo will be made in U.S. dollars. Such amounts shall be paid by check or wire transfer to Seebo’s account in accordance with written instructions provided by Seebo and detailed in an Order.

7.4 All fees payable under the Agreement are non-refundable, net amounts and are payable in full, without any deduction of any kind including for taxes and/or duties. In addition, no amounts shall be set off by Customer for any reason whatsoever. Customer will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with the Agreement or its receipt of the Services, except for taxes based on Seebo’s net income.

7.5 Late Payments. Any payments by Customer that are not paid on or before the date such payments are due under the Agreement shall bear interest of one percent (1%) per month. Interest shall accrue beginning on the first day following the due date for payment and shall be compounded quarterly.

8. Term and Termination

8.1 The Agreement shall commence as of the date set forth in the Order and, unless earlier terminated as set forth below, shall remain in effect through the end of the term stated in the Order (“Initial Term“). Except as otherwise specified in an Order, after the Initial Term, the Agreement shall be automatically renewed for additional terms equal to the Initial Term (each a “Renewal Term“), unless one Party notifies the other Party in writing of its intent not to renew the Agreement, at least forty-five (45) days prior to the expiration of the Initial Term or any Renewal Term.

To the extent that Customer registers for a trial for any of the Services, Seebo will make such Services available to Customer on a trial basis until the earlier of (a) the end of the trial period for which Customer registered to use the applicable Service(s) as detailed in the Order; (b) the start date of any subscription to such Service purchased by Customer for such Service(s) as detailed in the Order; or (c) termination of the trial by Seebo in its sole discretion. During the trial period and any mutually agreed upon extension, either party may terminate this Agreement and the use of the Services by providing a prior notice. Following such term, to the extent that the Customer is interested in continuing using the Services it shall be required to execute an Order.

8.2 Either Party may terminate this Agreement if the other Party breaches any material term or condition of the Agreement and such breach is not remedied within thirty (30) days after receiving written notice thereof.  Notwithstanding the foregoing, Seebo may immediately, by written notice to Customer, suspend or terminate the Agreement if Customer fails to make any timely payment of fees owed to Seebo or in case of breach and/or failure to comply with any of the provisions of Sections 1 (“The Service”), 5 (“Intellectual Property Ownership”), or 9 (“Confidentiality”).

8.3 Either Party shall have the right to immediately terminate the Agreement, upon written notice, in the event the other Party files a petition in bankruptcy or is adjudicated as bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or discontinues its business or has a receiver appointed for its business and such receiver is not discharged within ninety (90) days.

8.4 Effects of Termination. Upon termination of the Agreement, (i) Customer shall cease to use the Services, and (ii) the Recipient shall cease to use and shall either destroy or return to the Discloser any Confidential Information of the Discloser in the Recipient’s possession.

8.5 Survival. Termination of the Agreement shall not affect any provision of the Agreement which is expressly or by implication intended to come into force or continue in force on or after the termination.

9. Intellectual Property Ownership

9.1 The Services, including but not limited to all materials, any computer software (in object code and source code form), data or information employed by Seebo pursuant to the Agreement, and any know-how, methodologies, equipment, or processes used by Seebo to provide the Services, including without limitation all patent, copyright, trade secret and any other proprietary rights therein and any other deliverables provided by it hereinunder, are and shall remain the sole and exclusive property of Seebo.

9.2 Customer agrees to provide Seebo with feedback concerning the functionality and performance of the Services, from time to time, as reasonably requested by Seebo, including, without limitation identifying potential errors, enhancements and improvements. Any feedback, suggestions, ideas or other inputs that Customer provides Seebo in connection with the Services may be freely used by Seebo to improve or enhance Seebo’s products and services and, accordingly, all rights to such improvements and/or enhancements, howsoever arising, including as a result of any ideas, inputs or information provided by Customer as aforesaid, shall vest solely with Seebo.

10. Confidentiality

10.1 Each party hereto (“Recipient“) shall keep any confidential and proprietary information provided by the other party (“Discloser“), the intellectual property rights detailed under Section 5 above, and any information regarding and/or relating to each of the above, which (i) if in written, recorded, electronic, graphical or other tangible form, is marked as confidential and/or proprietary or with a similar legend or other notation denoting the confidential nature of the information or the proprietary interest of the Discloser therein; or (ii) if disclosed orally, is identified orally as confidential and/or proprietary at the time of disclosure and shall be followed by transmittal of a reasonably detailed written summary of the information provided to the Recipient and labeled as confidential and/or proprietary within thirty (30) days of disclosure (“Confidential Information“), in strict confidence, and shall prevent and protect the Confidential Information of the Discloser from unauthorized disclosure or use. The Recipient shall not disclose any or all of the Confidential Information of the Discloser (including methods or concepts utilized therein) and the results of any tests regarding the Confidential Information of the Discloser to anyone, except to the Discloser, and to the Recipient’s employees who need to know such information under this Agreement. The Recipient shall notify each employee to whom any such disclosure is made that such disclosure is made in confidence and shall be kept in confidence by such employee, and shall ensure that such employee shall be bound, prior to such disclosure, by a confidentiality undertaking with terms not less restrictive in comparison to the terms set forth in this Agreement.  

10.2 Information shall not be considered Confidential Information if such information:

(i) was or hereafter becomes known to the Recipient prior to the disclosure by the Discloser.

(ii) was at the time of disclosure to the Recipient, or subsequently became generally available to the public through no act of the Recipient.

(iii) was received by the Recipient from a third party without restrictions as to disclosure.

(iv) was independently developed by the Recipient without use of the Confidential Information of the Discloser.

(v) required to be disclosed by a court or governmental authority or by applicable law or regulation, provided however, that (a) the Recipient notifies the Discloser of such disclosure, to the extent not limited by law; and (b) to the extent possible, provides the Discloser with the opportunity to oppose the disclosure or obtain a protective order.

10.3 Either party may disclose the terms of this Agreement to potential parties to an acquisition or similar transaction to facilitate due diligence and closing of the transaction, provided that the potential party is subject to written non-disclosure obligations and limitations on use only for the prospected transaction.

10.4 The Recipient acknowledges and agrees that a violation of any of the Discloser’s proprietary rights, including without limitation, violation of the confidentiality undertakings in this Agreement, may cause significant harm to the Discloser, that monetary damages would be inadequate, and that the Discloser will be irreparably harmed. In the event of such a violation, the Recipient agrees that in addition to any other rights and remedies the Discloser may have, an injunction (whether temporary, preliminary or final) shall be entered in a court of competent jurisdiction against the Recipient upon the request of the Discloser, without bond.

11. Warranty Disclaimers

To the maximum extent permitted by applicable law, the services and any information provided under the agreement are provided “as is” and Seebo and its affiliates hereby disclaim all warranties and conditions, either express, implied or statutory, including without limitation, any (if any) implied warranties or conditions of merchantability, fitness for a particular purpose, quiet enjoyment or that the services will perform error-free or uninterrupted.

12. Limitation of Liability

In no event shall Seebo or anyone on its behalf be liable for any indirect, consequential, incidental, special or punitive damages of any kind, including without limitation damages for loss of business or profits, business interruption, loss of business information or loss or damages to goodwill, in connection with this agreement regardless of the cause and whether arising in contract (including fundamental breach), tort (including negligence), or otherwise, even if Seebo has been advised of the possibility of such damages or loss. notwithstanding anything to the contrary herein, under no circumstances will Seebo’s total and aggregate liability to customer from all causes of action of any kind, including without limitation contract, tort, negligence, strict liability, breach of warranty, or otherwise, arising out of or related to the agreement, exceed the fees actually paid by customer to Seebo for the right to use the services in the twelve (12) months preceding such claim.

13. Miscellaneous

13.1 Non-Solicitation. Customer undertakes that during the term of the Agreement and for a period of twelve (12) months thereafter it will not, whether directly or indirectly, employ, offer to employ or otherwise engage or solicit for employment or engagement any person who is or was, during the twelve (12) months period prior to the termination of the Agreement, an employee or a consultant, supplier or contractor of Seebo.

13.2 Governing Law and Jurisdiction. This Agreement is governed by the laws of Israel, without application of its principles of conflicts of law. The Parties irrevocably consent to the exclusive jurisdiction of the competent courts in Tel Aviv, Israel, to adjudicate all disputes arising from or related to this Agreement to the exclusion of the jurisdiction of any other court; however, Seebo shall retain the right to institute proceedings, including interlocutory and/or injunctive relief, in any other territory. The Parties further agree that the United Nations Convention on the International Sales Goods shall not apply to the Agreement.

13.3 Publicity. Seebo may identify Customer on Seebo’s website(s) and other marketing materials as a user of the Services. Upon Seebo’s reasonable request, Customer agrees to provide Seebo with information regarding its use of the Services and cooperate with Seebo’s efforts to promote and market the Services.

13.4 Assignment. Neither party shall transfer, assign or pledge in any manner whatsoever any of its rights or obligations under this Agreement without the prior written consent of the other party, provided however, that a party may assign this Agreement in connection with a merger, acquisition, sale of all or substantially all of its assets or other such corporate reorganization.

13.5 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against regulatory or public policy, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall in no way be affected, impaired or invalidated.

13.6 Entire Agreement. The terms and provisions herein contained and in an Order constitute the entire Agreement between the Parties with respect to the subject matters hereof and shall supersede all previous communications, oral or written, between the Parties hereto with respect to the subject matters hereof. No modification, amendment or correction to this Agreement shall be binding upon either of the Parties hereto unless in writing and signed by the duly authorized representatives of both Parties. The exchange of an executed Order by the Customer by electronic signature shall be sufficient to bind it to the Terms and Conditions of the Agreement and such Order.

13.7 Waiver. No waiver of any rights by any party hereto shall be construed as a waiver of the same or any other right at any prior or subsequent time. Furthermore, no waiver or delay on the part of a Party in exercising any power or right hereunder, and no forbearance or indulgence of a party granted to the other party, shall in any way restrict or diminish the full rights and powers of that Party under this Agreement, or operate as a waiver of any breach by a Party of any of the terms or conditions of this Agreement.

13.8 Independent Contractor. No agency, partnership, joint venture or employment relationship is or shall be created by virtue of the Services and/or the Agreement.

13.9 Notices.  Any notice provided pursuant to the Agreement shall be in writing and shall be sent by registered mail, or e-mail with notice of receipt requested, or by hand delivery to the addresses of the parties as specified herein. Notices sent to Seebo shall be addressed to Seebo Interactive Ltd., 10 Hasharon St., Tel Aviv, Israel and to Customer’s address set forth in the Order, or to the address otherwise designated from time to time in writing by the Parties. All notices will be deemed to have been delivered five (5) business days after being mailed (return receipt requested) if delivered by registered mail, or one (1) business day after delivered by hand or by e-mail (with confirmation of receipt).

Last update: October 18, 2017

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