BilBeo reserves the right to change the Agreement at any time, and you agree that each visit to the Site shall be subject to the current Agreement. Accordingly, you should check the Agreement periodically for changes prior to using the Site or the Services.
The downloading and use of the Services (as defined below) available via the Site, may be subject to additional terms and conditions set forth in the End User License Agreement (“EULA”) which you will be required to review and affirmatively accept prior to and as a condition of your downloading and using the Services.
3. USE OF THE SITE; SUBSCRIPTION; SUPPORT
3.1 USE OF THE SITE
Subject to the terms and conditions of this Agreement, includi the full and timely payment of the Subscription Fees (as defined below), BilBeo grants you a revocable, limited, nonexclusive, nontransferable, right to access, use and display the Site, including the products, services and components thereof, including the BilBeo Software (as defined in the EULA), any documentation both on and offline, as well as any modifications, derivatives, updates or upgrades as may be offered by BilBeo from time to time, and which are subscribed to by you via a subscription (“Services; “Subscription”, accordingly), provided that you comply fully with the terms of the Agreement and provided further that the Services available via the Site may be subject to different or additional terms and conditions as set forth in the EULA which shall control and take precedence over the TOU.
The Site and the Services are intended for non-commercial purposes only, and you may not copy, reproduce, distribute, and display portions of or link to this Site for commercial purposes without our prior express written consent. Further, you agree to use the Site and the Services only for lawful, personal and informational purposes. Except as otherwise permitted herein, you may not reproduce, distribute, modify, copy, publish, display, transmit, adapt, upload, create derivative works of, post or in any way exploit the Site or the Services in any manner or for any purpose.
To access and use the Services, you must create an account that is protected by a username and password (“Account”) and you must keep any passwords and other Account details secret. You agree to provide BilBeo with accurate and complete information when registering for an Account and at all times thereafter. BilBeo must be promptly notified if changes to your information occur.
You acknowledge and agree that you are responsible for providing the following: (i) all equipment, such as a computer and modem, necessary to access the Internet; (ii) your own access to the Internet; and (iii) payment of all telephone or other fees associated with such access.
You shall be solely responsible for access to, content in or sharing and use of its Account. BilBeo shall not be liable for any loss or damage arising from any access to, or sharing and use of your Account. In the event that you believe or suspects there has been any unauthorized access to the Account, you must notify BilBeo immediately by e-mail to firstname.lastname@example.org.
Subject to the terms and conditions of the Agreement, you shall be required registering as a user in order to obtain the Services provided in the Site. The Agreement applies to any user that uses the Services and installs, permits the installation of the BilBeo Software on one or more devices as owned, operated or overseen by them to facilitate the provision of monitoring, reporting, or any other services provided to you by BilBeo. BilBeo may, in its sole discretion, deny your registration to the Site. Throughout the subscription period, unless terminated in accordance with the terms herein, BilBeo grants you the aforementioned rights only if you comply with all of the terms of this Agreement.
The Subscription begins at the time your Account is activated by BilBeo (other than on a trial basis) and thereafter continues in effect until the date of termination as set forth hereinafter. A Subscription may terminate in whole or in part, due to (i) your cancellation, or breach of any of terms of this Agreement including non-payment of any Subscription Fees when due; or (ii) upon expiration of the respective service term subscribed to by BilBeo in the relevant service order and non-renewal of such service. Subscription Fees are non refundable if you cancel or the Subscription is terminated for cause. As of the effective date of cancellation or termination and the expiration of a period of 14 days thereafter, you shall no longer be able and shall have no further right to access or use the particular Services which have been cancelled or terminated.
3.3 SUBSCRIPTION FEES
Unless otherwise specified herein, in consideration for Services you shall pay BilBeo certain subscription fees specified in the Site and/or the EULA (the “Subscription Fee”). BilBeo may revise the level of Subscription Fees upon thirty (30) days’ written notice. The Subscription Fees are non refundable if you cancel or the BilBeo License is terminated for cause. The purchase of Services shall be subject to applicable law.
3.4 SUPPORT; SERVICE UPDATES
During any subscription period, BilBeo will provide you with the support described in this paragraph (“Support”) on a local office hour basis. In BilBeo’s sole determination, Support shall consist of: (i) telephone or electronic support to you in order to help you locate and, on your own, correct problems with the Services and/or (ii) supplying extensions, enhancements and other changes that BilBeo may make to the Services from time to time and which is made publicly available, without additional charge, to other users of the Services that are enrolled in Support.
Some Services require certain adjustments for optimum use. BilBeo may provide you, in a number of formats (feeds, definition files etc.), content that is automatically synchronized or updated from time to time with BilBeo’s servers or systems (“Content”). Such Content may be provided for a limited time, from time to time, in accordance with an applicable Service. You agree that the respective Service will automatically contact BilBeo to receive Content and, in addition, if and when any of the following events occur: (i) the Service is successfully installed by you; (ii) you fail to install the Service successfully; (iii) the Service has been successfully configured and/or (v) the Service is uninstalled. You acknowledge and agree that any data collected may be sent to BilBeo or its Agents (as defined below) for processing in locations, depending on your location, throughout the USA or the European Union in accordance with the provisions of section 4.8. You may be required to download the BilBeo Software and the Services may automatically update the BilBeo Software installed on any device used by you when a new version is available.
4. SITE CONTENT
4.1 IP RIGHT
The Site and the Services are protected by world-wide copyright, trademark, patent and other intellectual property laws and treaties and belong to BilBeo, its licensors and any applicable Agents (as defined below). You acknowledge that (i) the rights in the Services are licensed (not sold) to you, and (ii) that you shall have no rights or title in, or to, the Services other than the right to use them in accordance with the terms of this Agreement; and (iii) Open Source and/or third-party software may be incorporated into the Services. BilBeo, its licensors and any applicable third parties, own all title, copyright, and other intellectual property rights in and to the Services. The Services, in all formats existing, are a trade secret of and proprietary to BilBeo, its suppliers and/or licensors, including but not limited to, the specific internal code, design and structure of individual programs and software, the display and associated interface information. You shall not disclose the confidential aspects of the Services to third parties.
4.2 COPYRIGHT PROTECTION
The Site and all Services contained therein is protected by copyright as a collective work under ISRAEL copyright laws, and is owned or controlled by, or licensed to, BilBeo or the party listed as the provider of the applicable content. UNAUTHORIZED COPYING, REPRODUCTION, DISTRIBUTION, MODIFICATION, COPYING, PUBLISHING, DISPLAY, ADAPTING, UPLOADING, CREATING DERIVATIVE WORKS, POSTING, OR TRANSMITTING OF ANY OF THE SITE CONTENT OR SERVICES IS PROHIBITED. Subject to the terms of any applicable EULA, you may download any downloadable content displayed on the Site only for lawful, personal, non-commercial and informational purposes, provided that such downloadable content is also subject to the terms of this Section 4, and provided further that you maintain and abide by all copyright, trademark and other notices contained in such content, or if none, you abide by the following copyright and trademark notice with respect to such downloaded materials:
© 2012 BilBeo Software ltd. The BilBeo logo and all associated trademarks and logos used herein are trademarks of BilBeo. Other company and product names used herein are properties of their respective owners. All rights reserved.
“BilBeo” and other marks, product names and company names appearing on the Site, are trademarks and service marks of BilBeo and/or their respective owners, and are protected by applicable law. They may be used publicly only with permission from BilBeo. Fair use of the trademarks and service marks requires proper acknowledgment in accordance with the above copyright and trademark notice.
4.4 ACCURACY OF INFORMATION
BilBeo strives to provide accurate and complete information about its Services, its business and its activities, and to provide updated information on the Site; however, BilBeo does not warrant that any information on the Site, including in Linked Sites (as defined below) is complete or free from error. Further, you acknowledge and agree that the views expressed by you and by other users as part of the User Content (as defined below) do not necessarily reflect the views of BilBeo, and we do not support or endorse any User Content posted by you or any other user.
4.5 LINKS TO OTHER SITES
Links may appear on the Site that are used to link to other site(s) which are not owned or operated by BilBeo (“Linked Sites”). These Linked Sites are provided solely as a courtesy to our Site visitors. BilBeo reserves the right to add, change, decline or remove any Linked Sites at any time. BilBeo has no control over the Linked Sites or the materials, information, goods or services available on these Linked Sites.
4.6 USER CONDUCT
During the use of the Site and Services you must comply at all times with any and all applicable local, state, federal international laws and treaties laws. Accordingly, you warrant that you have obtained sufficient consent and rights (i) to access any third party’s or end user’s systems or networks, and (ii) access, use and store all data and files on the technical systems, hardware and all connected devices of BilBeo or its third party suppliers (the “Infrastructure”) or otherwise use via the Services such data and information. BilBeo reserves the right, with or without notice to you, to remove any data and files from its Infrastructure that BilBeo in its sole discretion believes or suspects is: (a) virus or malware; (b) is illegal, libelous, abusive, threatening, harmful, vulgar, pornographic, obscene; (c) is used for the purpose of spamming, chain letters or the use or dissemination of objectionable material of any kind or nature (d) is used in such a manner as to cause offense, defame or harass; or (e) infringes the intellectual property rights or any other rights of any third party.
4.7 CONSENT TO USE DATA
BilBeo and the its affiliated entities, its employees and third party suppliers and licensors (the “Agents”) collect, process and use your data for the implementation and processing of the contractual relationship with you, in particular for successfully providing the Services to you. Beyond that, your data will not be used without your prior consent, in particular not for advertising purposes. Non-personal data may be collected automatically to offer you first-class service, especially to facilitate and improve the provision of software updates, Support, Content and other services.
4.8 DATA PROTECTION
Each party shall comply with its respective obligations under applicable data protection laws (“DPL”). Neither party shall do any act that puts the other party in breach of its obligations as per this Section, nor shall anything in this Agreement be deemed to prevent any party from taking any action it reasonably deems necessary to comply with DPL. You agree that during the course of this Agreement: (i) in respect of data you collect, access or otherwise use, you alone shall determine the purposes for which and the manner in which personal data is, or will be, processed; (ii) you are the data controller in respect of all personal data you may process; and (iii) you consent and, in the event you processes any third party data, have obtained the consent from such third party, to send its personal data to BilBeo. For any avoidance of doubt it is hereby clarified that all services retained by BilBeo are cloud-based services that are provided via servers located in Ireland. All data used through the services is stored on the above-mentioned servers. BilBeo agrees that, with your express consent, it is the data processor in respect of the personal data processed as provided by you. You warrant and undertake that any instructions given to BilBeo will at all times be in accordance with the requirements of DPL. You shall fully indemnify BilBeo and any third party connected to the Services against any loss, damages, liability and costs (including attorneys fees) incurred by BilBeo or any third party connected to the Services as a result of any breach of DPL made by you.
5. USER CONTENT
6. PROHIBITED ACTIONS
Without derogating from the aforementioned, you agree that you will not have the right and shall not permit any third party to:
6.1 Harm, disrupt or otherwise engage in activity that diminishes the BilBeo brand, Services or Infrastructure;
6.2 Transfer, assign or sublicense the limited rights granted to you in this Agreement to any other person, or entity, or use the Services other than as authorized; any such attempted transfer, assignment, sublicense or unauthorized use shall be void;
6.3 Make error corrections to or otherwise modify or adapt the Services or decompile, decrypt, disassemble, reverse engineer or attempt to reconstruct or discover any source code or underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Services or of any files contained or generated using the Services by any means whatsoever or otherwise reduce the Services to human-readable form, except to the minimum extent expressly permitted under applicable law notwithstanding this restriction;
6.4 Use or permit the Services to be used to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the express written authorization of BilBeo;
6.5 Attempt to alter, circumvent or provide the method or means to circumvent any disabling mechanism in the Services;
6.6 Alter, remove or fail to reproduce any proprietary notices from the Services;
6.7 Misrepresent any person or entities identity, impersonate any person or attempt to gain access to any Account, the Infrastructure or the networks or property of any third person, without authorization;
6.8 Transmit any User Content that is unlawful, false, misleading, harmful, threatening, embarrassing, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, deceptive, fraudulent, invasive of another’s privacy, hateful, or contains explicit or graphic descriptions or accounts of sexual or violent acts;
6.9 Transmit any User Content that victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of any impermissible classification;
6.10 Transmit any User Content that infringes any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of BilBeo any third party;
6.11 Transmit any User Content that you do not have a right to transmit under any law or under any contractual or fiduciary relationship;
6.12 Transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of the Site;
6.13 Use the Services in a manner that results in excessive bandwidth or storage or exceeds the permitted usage in the Site, as solely determined by BilBeo and interfere with or disrupt the Site or servers or networks linked to the Site, or disobey any requirements, procedures, policies, or regulations of networks linked to the Site;
6.14 Use the Services in any manner not expressly authorized herein or violate any applicable local, state, national, or international law;
6.15 Transmit any User Cntent, or take any other actions with respect to your use of the Site, that would constitute, or would otherwise encourage, criminal conduct or conduct that could give rise to civil liability;
6.16 Use the Site for commercial purposes without our prior written consent; or
6.17 Solicit other guests of the Site to become members of any commercial on-line service or other group or organization without first obtaining our express written consent.
THIRD PARTY COMPONENTS
Part of the Services may incorporate third party proprietary software and/or services. If and to the extent such third party services or software are an integral part of the Services, such third parties shall be deemed as BilBeo’s Agent and the terms of this Agreement shall apply to such Agent. If and to the extent you contracts independently with independent third parties, the terms of such third party contract shall apply to the relationship between you and such independent contractor and BilBeo shall have no liability in respect thereof. In addition, part of the Services may incorporate and consist of third party open source software (“Open Source”), which you may use under the terms and conditions of the specific license under which the open source software is distributed. You agree to be bound by any and all such license agreements. Title to software remains with the applicable licensor(s). Any Open Source provided with or contained in the Services is provided “AS IS” and without any warranty of any kind.
7. SERVICE EVALUATIONS AND FREEWARE
With BilBeo’s consent, you may evaluate the Services for up to thirty (30) days at no cost. You may evaluate the Services only to determine whether to license the Services. You may only evaluate the Services once. At the end of the evaluation period, you must either license the Services or cease all use of such Services. Your use of the Services during an evaluation period or for any Service that is offered as freeware shall be without warranty of any kind and is provided “AS IS”. BilBeo has no duty to provide you support during any evaluation period or for any Service offered as freeware.
8. BETA TESTING
BilBeo may provide you with beta versions of the Services. If and to the extent such beta versions are provided, they are provided without warranty of any kind, “AS IS” and subject to the Confidentiality conditions above. Such provision is done only for the purpose of assisting BilBeo with testing functionality or compatibility and on the express condition you provide us with truthful, accurate and complete feedback, comments, and analysis in whatever format you may wish (“Contribution”). You expressly acknowledge that your participation in any beta testing is undertaken on a volunteer basis and shall have no right in the beta Services or Contribution, whether in original form (as provided to you) or in respect of any derivative work (whether or not based upon, in whole or in part, on any participation or feedback you may make). Notwithstanding the foregoing, you agree to grant to BilBeo a royalty free, perpetual, transferable license to commercially use and sub-license in BilBeo’s sole discretion, any and all Contributions.
9. DISCLAIMERS AND LIMITATION OF LIABILITY
9.1 DISCLAIMERS OF LIABILITY; NO WARRANTY
USE OF THE SITE IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, OTHER COMMUNICATIONS, CONTENT (INCLUDING, WITHOUT LIMITATION, SOFTWARE) OR SERVICES ACCESSED THROUGH OR OBTAINED BY MEANS OF THE SITE.
9.2 LIMITATION OF LIABILITY
BILBEO AND ITS AGENTS SHALL NOT BE LIABLE TO YOU FOR PERSONAL INJURY, OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OR INTERRUPTION OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL OR LOST PROFITS), UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OF SERVICE, EVEN IF BILBEO HAS BEEN ADVISED OF THE RISK OF SUCH DAMAGES.
IN ALL CIRCUMSTANCES BILBEO’S AND ITS AGENTS MAXIMUM LIABILITY IS LIMITED TO THE AMOUNT PAID BY YOU TO BILBEO FOR THE ACCESS TO AND/OR USAGE OF THE PRODUCTS AND/OR SERVICES RENDERRED UNDER THIS SITE. BILBEO SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE UPON A CLAIM OR ACTION IN CONTRACT, TORT, INDEMNITY OR CONTRIBUTION, OR OTHER CLAIMS WHICH EXCEED THIS LIABILITY LIMIT.
BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES OR JURISDICTIONS, BILBEO’S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW, THEREBY MINIMIZING BILBEO’S LIABILITY TO YOU TO THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW.
You agree to defend, indemnify and hold BilBeo and its Agents harmless for any loss, damages or costs, including reasonable attorneys’ fees, resulting from any third party claim, action, or demand resulting from your use of the Site or Services, or breach of the Agreement. You also agree to indemnify us for any loss, damages, or costs, including reasonable attorneys’ fees, resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure.
10. EFFECT OF TERMINATION
Without prejudice to any other rights, BilBeo may suspend or terminate, in part or in whole, without notice, your use of the Services and this Agreement if you do not abide by its terms, in which case you must cease all use of the Site and Services, destroy all copies (including any components) of the Services, or, at BilBeo’s request, return such copies to BilBeo. Sections 2, 3, 4, 5, 6, 10 and 12 shall survive any termination of this Agreement.
11. GOVERNING LAW; DISPUTE RESOLUTION
In order to expedite and control the cost of disputes, the parties hereto agree that any legal or equitable claim relating to the Agreement (referred to as “Claim”) will be resolved as follows:
11.1 INFORMAL RESOLUTION
Any Claim shall be first resolve informally. Accordingly, neither of the parties may start a formal proceeding (except for Claims involving any violation of the federal trademark or copyright laws, or for injunctive relief) for at least 30 days after one of the parties notifies the other of a Claim in writing. BilBeo will send its notice to your billing address, with a copy via email to your email address. You will send your notice to BilBeo at the following address: 1st Hamada Street, Rehovot 76703, Israel.
11.2 FORMAL RESOLUTION
If we cannot resolve a Claim informally, you hereby agree that the jurisdiction of this Agreement and each Claim shall be solely to the competent courts in Tel-Aviv, Israel, and agree that any and all Claims either of us asserts shall be exclusively brought in the state of Israel.
11.3 GOVERNING LAW; JURISDICTION
Without derogating from the aforesaid, this Agreement shall be interpreted according to the laws of the State of Israel, without regard to its conflicts of law’s provisions. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement will be subject to the exclusive jurisdiction of the courts located in Tel-Aviv, Israel. The failure of BilBeo to enforce any right or provision in the Agreement will not constitute a waiver of such right or provision. If any provision of the Agreement is held to be invalid or unenforceable, the other provisions of the Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Upon expiration or termination of this Agreement for any reason, you shall promptly discontinue use of this Site and the Services contained thereto and delete the BilBeo Software from wherever it was installed.
12.1 SUGGESTIONS AND FEEDBACKS
BilBeo welcomes feedback or inquiries about our Services. If you elect to provide any feedback or comments of any nature to BilBeo, all of such feedback and comments shall be the sole and exclusive property of BilBeo, and BilBeo shall have the right to use such feedback in any manner and for any purpose in BilBeo’s discretion without remuneration, compensation or attribution to you, provided that BilBeo is under no obligation to use such feedback.
12.2 INTERPRETATION AND ENTIRE AGREEMENT
This Agreement supersede all prior or contemporaneous proposals, oral or written, understandings, representations, conditions, warranties, and all other communications between you and BilBeo relating to the Services. This Agreement may not be explained or supplemented by any prior course of dealings or trade by custom or usage. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not affect the interpretation of the Agreement. If any provision of the Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Agreement and shall not affect the validity and enforceability of any remaining provisions.
You agree that BilBeo may refer your name as a customer of BilBeo, both internally and in externally published media; any additional disclosure by BilBeo with respect to you shall be subject to your prior written consent.
12.4 EXPORT CONTROLS
You agree that the Services will not be used, shipped, transferred or exported into any country or to anyone: (i) which the EU or UN has embargoed goods; (ii) where the national legislation of the relevant EU Member State has embargoed goods; (iii) listed in any enacted common position on restrictive measures imposed by the EU; (iv) on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders; or (v) in any manner prohibited by the EU Common Foreign and Security Policy, the United States Export Administration Act, or any other export laws or regulations. By using the Services, you represent that you are not located in, under the control of, or a national or resident of any such country or on any such list and you take full and sole responsibility for such use.
Any sale, use, value added or other taxes (including applicable withholding taxes), shall be borne by you. Accordingly, you shall pay or (if paid by BilBeo) reimburse us for all such taxes based on this license or any fees payable hereunder (but not any taxes based upon BilBeo’s revenues or income), together with any interest on such taxes if not due to BilBeo’s delay.
12.6 CONTACT US
If you have any questions, comments or concerns regarding this Agreement and/or the Site and/or the Services, please send an email to: info@BilBeo.com.
However, please note that communications made through the Site’s e-mail and messaging system shall in no way be deemed to constitute legal notice to BilBeo or any of its officers, employees, agents or representatives, such as where notice to BilBeo is required by contract, or any federal, state or local laws, rules or regulations. You may provide notice to BilBeo at:
BilBeo Software ltd.
1st Hamada Street
Rehovot 76703 – Israel.