Tuvis Terms of Service

Tuvis Terms of Service

PLEASE READ THE FOLLOWING CAREFULLY BEFORE INSTALLING AND/OR USING THE SOFTWARE (DEFINED BELOW).  BY SIGNING THESE TERMS OF SERVICE (“TERMS“), OR CLICKING “I AGREE”, “ACCEPT” OR OTHER SIMILAR BUTTON, OR BY INSTALLING, ACCESSING AND/OR USING THE SOFTWARE YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU, ON BEHALF OF YOURSELF OR YOUR ORGANIZATION, (“YOU” OR “CUSTOMER”) ARE ENTERING INTO A LEGAL AGREEMENT WITH TUVIS LTD., A COMPANY INCORPORATED UNDER THE LAWS OF ISRAEL AND ITS AFFILIATES (THE “COMPANY”, “OUR” OR “WE”) (YOU AND COMPANY, EACH, A “PARTY” AND COLLECTIVELY, THE “PARTIES”), AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY BOUND BY, THESE TERMS AND CONDITIONS (THE DATE OF SUCH OCCURRENCE BEING THE “EFFECTIVE DATE”). TO THE EXTENT THAT YOU AGREE TO THESE TERMS BY CLICKING “I AGREE”, “ACCEPT” OR OTHER SIMILAR BUTTON, YOU HEREBY WAIVE ANY APPLICABLE RIGHTS TO REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT NOT PROHIBITED UNDER APPLICABLE LAW. In the event of any conflict between these Terms and the terms of a commercial agreement signed directly with Company, the terms of the commercial agreement prevail.

1. Ability to Accept.  By installing the Software (as defined below) you affirm that you are over eighteen (18) years of age.  
2. License. Subject to the terms and conditions of these Terms Company hereby grants Customer a limited, non-exclusive, non-sublicensable, non-transferable and revocable license to access Company’s end-user interface for instant messaging apps such as WhatsApp and iMessage, which can be in a format of a browser extension and/or desktop software and/or a mobile application  and any other application or interface that We may make available from time to time (“Tuvis App”); and Tuvis’ software solution administrator web user interface (“Tuvis Platform”) (all the aforementioned services, Tuvis App and Tuvis Platform (and any other future app or platform that Company may make available to customers) shall be collectively defined herein as the “Software”) during the Term (as defined in the Term and Termination section below), solely for Customer’s internal purposes (“License”). Unless otherwise indicated, the term “Software” also includes any appliance, user manuals and documentation (“Documentation”) provided to Customer in connection with the operation of the Software. 

Customer may only use the Software in accordance with the Documentation, subject to the use limitations indicated in any relevant commercial agreement involving the parties (“Order”), and applicable laws. 

1. Services.

In addition to the above-mentioned license, and unless agreed otherwise in a relevant Order, Company will provide support and maintenance services in accordance with Company’s Service Level Agreement which made available to you, upon request (“SLA”). The Software, the services detailed in the Order and the services provided under the SLA shall be referred as the “Services”.

1. Account, Permitted Users. In order to access the Software, Customer must set up an account (per Customer) and per user account, by setting a username, password , or by  integrating with an external login system (for example Salesforce, Azure ID, Okta etc.) (“Account”). You shall ensure that all information submitted during the registration process is, and will thereafter remain, complete and accurate. As between the Parties, You shall be solely responsible and liable for maintaining the confidentiality and security of Your Account credentials, as well as for all activities that occur under or in such Account. 
2. The Software may be accessed solely by Customer’s employees or service providers who are explicitly authorized by Customer to use the Software (each, a “Permitted User”). Customer will ensure that the Permitted Users comply with these Terms at all times; and shall be fully responsible for any breach of these Terms by a Permitted User. Unauthorized access or use of the Software must be immediately reported to the Company.
3. Prohibited Uses. Except as specifically permitted herein, without the prior written consent of the Company, Customer must not, and shall not allow any Permitted User or any third party to, directly or indirectly: (i) sublicense, redistribute, copy, distribute, disseminate,  sell, make available to third parties on the Software, export, modify, adapt, translate, enhance, customize, in whole or in part, or create other derivative works from the software, algorithm, and/or solutions through which Company’s Software is provided, including for internal use purposes  or use it to develop, create or improve any service or product that is the same as (or substantially similar to) it or its features; (ii) reverse engineer, decompile, disassemble, develop source code similar to the solution present in the Company Software,  decrypt, extract or otherwise attempt to derive the source code of the software or any part thereof  or non-literal aspects. (iii) remove or distort any proprietary notices, labels or legends on or in the Software (including when You download or print a copy of any Content and Marks), including copyright, trademark, patent or other notices, contained in or displayed on or via the Software; (iv) use any automated means to access or use the Software, nor circumvent or disable any security or technological features of the Software or  make the Software an available over a network where it could be used by multiple devices owned or operated by different people at the same time; (v) use the Software to design or develop any competing product or competing services with the Software; (vi) use the Software for any unlawful or fraudulent purpose, to breach these Terms, or infringe or misappropriate any third party intellectual property, privacy, or publicity right or any other applicable laws or regulations; (vii) take any action that imposes or may impose, as determined in Company’s sole discretion, a disproportionately large load of incoming requests on the Software’s infrastructure or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth; (viii) violate or abuse password protections governing access to the Software; (ix) use Company’s name, logo or trademarks without our prior written consent or  publicly perform, display or communicate the Software; and (x) store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item  intended (or that has the potential) to damage or disrupt the Software.  
4. Privacy and Analytics Information.

While using the Services and/or the Software, certain data, such as personal data or other data, will be made available and/or accessible to Company or the Software (the “Customer Data”). As the exclusive owner of the Customer Data, Customer represents, warrants and covenants that to the extent the Customer Data includes any personally identifiable information, Customer has received and/or obtained any and all required consents or permits and has acted in compliance with any and all applicable privacy laws,  to allow Company to receive, transfer and use the Customer Data solely in order to perform our Services. Company may however be required to disclose the Customer Data: (a) to satisfy any applicable law, regulation, legal process, subpoena or governmental request; or (b) to collect, store, transfer, and/or process the Customer Data through Company’s affiliates, subsidiaries, third party service providers and vendors as reasonable necessary to provide the Services. Notwithstanding the foregoing, any anonymous information, which is derived from the use of the Software and Services (i.e., metadata, aggregated, statistics and/or analytics information) which is not personally identifiable information (“Analytics Information”) may be used for providing the Service and/or Software, for development and/or improvement, and/or for statistical purposes (internally or externally). Notwithstanding anything to the contrary, the Analytics Information is our exclusive property. Personal Data (as defined in Company’s Privacy Policy available at https://tuvis.com/company/privacy-policy/ – the “Privacy Policy”) collected by Company in connection with the foregoing, shall be processed in accordance with the then-current Privacy Policy, which is hereby incorporated into these Terms by reference. To the extent that You need a data processing agreement, you should send an email request to [email protected].

1. Intellectual Property Rights. The Software and/or any copies thereof, is not for sale and is the Company’s sole property. All right, title, and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and/or related to the Software (and any and all improvements enhancements, corrections, modifications, alterations, revisions, extensions and updates and derivative works thereof) and any other products, deliverables or services provided by Company; are and shall remain owned solely by Company or its licensors. These Terms does not convey to Customer any interest in or to the Software other than a limited right to use the Software in accordance with Section 2. Nothing herein constitutes a waiver of the Company’s intellectual property rights under any law. Company reserves all rights not expressly granted herein to the Software. If Company receives any feedback (whether orally or in writing)  (e.g., questions, comments, suggestions or the like) regarding any of the Services (collectively, “Feedback”), all rights, including intellectual property rights in such Feedback shall belong exclusively to Company and that such shall be considered Company’s Confidential Information and Customer hereby irrevocably and unconditionally transfers and assigns to Company all intellectual property rights it has in such Feedback and waives any and all moral rights that Customer may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Company at its sole discretion, and that Company in no way shall be obliged to make use of any kind of the Feedback or part thereof.
2. Payment. The License granted hereunder is currently paid for through a commercial license agreement, however, Company may in the future charge an additional fee for certain features, or uses.  You will not be charged for any such features and/or uses unless you first agree to such charges, but please be aware that any failure to pay applicable charges may result in you not having access to some or all of the features and/or uses. 
3. Third Party Components. The Software may use or include third party open source software, files, libraries or components that may be distributed to Customer and are subject to third party open source license terms. A list of such components can be provided upon request and may be updated from time to time by the Company. If there is a conflict between any open source license and the terms of this Terms, then the open source license terms shall prevail but solely in connection with the related third party open source software. Company makes no warranty or indemnity hereunder with respect to any third party open source software.
4.  Confidentiality. Each Party may have access to certain non-public information of the other Party, in any form or media, including without limitation trade secrets and other information related to the products, software, technology, know-how, or business of the other Party, and any other information that a reasonable person should have reason to believe is competitively sensitive (the “Confidential Information”). Each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party’s Confidential Information from disclosure to a third party. The receiving party’s obligations under this Section, with respect to any Confidential Information of the disclosing party, shall not apply to and/or shall terminate if such information: (a) was already lawfully known to the receiving party at the time of disclosure by the disclosing party; (b) was disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving party has become, generally available to the public; or (d) was independently developed by the receiving party without access to, or use of, the disclosing party’s Confidential Information. Neither Party shall use or disclose the Confidential Information of the other Party except for performance of its obligations under this Terms (“Permitted Use”). The receiving party shall only permit access to the disclosing party’s Confidential Information to its respective employees, consultants, affiliates, agents and subcontractors having a need to know such information in connection with the Permitted Use, who either (i) have signed a non-disclosure agreement with the receiving party containing terms at least as restrictive as those contained herein or (ii) are otherwise bound by a duty of confidentiality to the receiving party at least as restrictive as the terms set forth herein. The receiving party will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order or a court of similar judicial or administrative body, provided that it notifies the disclosing Party of such required disclosure to enable disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing Party.
5. LIMITED WARRANTIES. 

THE SOFTWARE AND DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE.  

COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE ERROR-FREE, THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL CODE OR THAT IT WILL CORRECT ANY ERRORS IN THE SOFTWARE.  YOU AGREE THAT COMPANY WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.

1. Limitation of Liability.TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS OR LOSS OF DATA.IN ANY EVENT, TO THE EXTENT PERMITTED BY LAW, COMPANY’S AGGREGATE LIABILITY TO CUSTOMER UNDER THESE TERMS OR IN RELATION TO THE SOFTWARE AND/OR DOCUMENTATION SHALL NOT EXCEED THE FEES RECEIVED BY COMPANY FOR THESE SERVICES IN THE TWELVE MONTHS PRECEDING ANY CLAIM.
2. Indemnification. You agree to defend, indemnify and hold harmless Company and its affiliates, and their respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Software; (ii) your violation of these Terms; and (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right.  Without derogating from or excusing your obligations under this section, We reserve the right (at your own expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it.  You agree not to settle any matter subject to an indemnification by you without first obtaining our express approval.  
3. Term and Termination. These Terms are effective from the moment You begin using the Services until terminated by us (“Term”).  We reserve the right, at any time, to: (i) discontinue or modify any aspect of the Software; and/or (ii) terminate these Terms and your use of the Software with or without cause, and shall not be liable to you or any third party for any of the foregoing.  If you object to any term or condition of these Terms or any subsequent modifications thereto, or become dissatisfied with the Software in any way, your only recourse is to immediately discontinue use of the Software.  Upon termination of these Terms, you shall cease all use of the Software.  Termination of these Terms do not affect any outstanding commercial agreement regarding these Services which shall remain in effect in accordance with its terms. This Section 15 and Sections 7 (Privacy and Analytics Information), 8 (Intellectual Property Rights), 10 (Third Party Open Source Software), 12 (Limited Warranties), 13 (Limitation of Liability), 14 (Indemnity), and 16 (Miscellaneous) shall survive termination of these Terms.  
4. Miscellaneous. These Terms, including any Order(s) and any exhibits attached or referred hereto, represents the complete agreement concerning the subject matter hereof and may be amended only by a written agreement executed by both Parties. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. Neither Party may assign its rights or obligations under these Terms without the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, these Terms may be assigned by either Party in connection with a merger, consolidation, sale of all of the equity interests of the Party, or a sale of all or substantially all of the assets of the Party to which this Agreement relates. These Terms shall be governed by and construed under the laws of Israel, without reference to principles and laws relating to the conflict of laws. The competent courts of Tel Aviv-Yaffo shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to these Terms. These Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. The Company will not be liable for any delay or failure to provide the Services resulting from circumstances or causes beyond the reasonable control of the Company including, but not limited to on account of strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, acts of terrorism, earthquakes, power outages, pandemic or epidemic (or similar regional health crisis), or any other cause that is beyond the reasonable control of the Company.