Terms of Service & License Agreement

1. Acceptance

2. Changes

3. The services

4. Services

5. Eligibility

6. User

7. Third

8. Restrictions

9. Intellectual

10. Disclaimer

11. Indemnification

12. Term

13. General

14. Contact

Last Updated: August 20, 2017

Please read these terms of service (“Terms”) carefully as they govern your use and access to the Reps.AI tool, software, extension, plugin, website (or mobile website), available at: www.reps.ai/terms, and/or any other form of the Reps.AI services (collectively, the “Services”). These Terms, together with the privacy policy (available at: www.reps.ai/privacy and incorporated by reference into these Terms) (the “Privacy Policy”) set out the legal basis and constitute an agreement between you (either an entity or individual operating as the agent of an entity or the end user on behalf pf such entity) and Replies AI Ltd. an Israeli company having its headquarters in Tel Aviv, Israel (the “Company”, “we” or “us”).

BETA STAGES NOTIFICATIONS

You hereby acknowledge and understand that the Services are in early beta stages and that it is under constant development. You acknowledge that the Services may be changed and that some errors may occur while using them.

In these Terms:

1. ACCEPTANCE OF TERMS

BY ACCESSING THE SITE (AS DEFINED BELOW) OR OTHERWISE USING THE SERVICES, EITHER BY USING, INSTALLING OR CHECKING THE “I ACCEPT” CHECK BOX (OR ANY OTHER ACTION OF A SIMILAR NATURE), YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS (INCLUDING THE PRIVACY POLICY) AND THAT YOU AGREE TO BE BOUND BY THEIR TERMS AND CONDITIONS.

YOU ALSO CONFIRM THAT BY ACCEPTING THESE TERMS YOU MAKE ALL ADJUSTMENTS AND GAINED PERMISSIONS TO PROVIDE THE SERVICES WITH THE PERMISSIONS AND ACCESSES REQUIRED IN ORDER TO PROVIDE THE SERVICES FUNCTIONS AND VALUES, AS DETAILED FURTHER IN THESE TERMS.

IF YOU DO NOT AGREE TO THESE TERMS DO NOT USE OR ACCESS THE SITE (AS DEFINED BELOW) OR THE SERVICES OR INSTALL THEM, OR ANY PART THEREOF IN ANY MANNER WHATSOEVER.

2. CHANGES TO THE SERVICES AND THE TERMS

We reserve the right (but we are under no obligation) to modify, correct, amend, enhance, improve, make any other changes to, suspend or discontinue, temporarily or permanently the Services or any portion of which, including by introducing additional features or terminating others (the "Changes"), with or without notice with no liability, at any time and for any reason, including without limitation any Changes which may be done automatically for the purpose of improving, enhancing or de-bugging versions of the Services or aspects thereof (including through the use of any application, website or interface, together, the “Site”). We will notify you for any material change via the Service or directly to your Account or by any other form prior to any material change becoming effective. Your continued access and/or use of the Services, following any such Changes, constitutes your acceptance of such Changes.

3. THE SERVICES

Reps.AI is a tool that is designed for businesses’ customer support to communicate better with their clients and improve their learning curves about consumers. The platform may be offered in different forms of implementations including in a form of add-on (or another software application), SDK, API, or in any other forms as will be determined by us from time to time, and in accordance with our customers’ needs. The Services are offered for businesses to improve their communication and services to their consumers, and include no direct engagement with such consumers. Therefore, by using the Service, you, as the business, confirm, approve and undertake that you have all required rights, licenses, consents and permissions to use the Services and provide us the data that is required for the Services to operate and benefit your business.

4. SERVICES DATA

4.1. In order to use the Services and efficiently benefit for them for your business purposes, you shall provide the Services with an access to some Service Data. For the purposes of these Terms, “Service Data” is defined as electronic data, text, messages, communications or other materials submitted to and stored by you (both as an individual and the entity on which behalf you are operating), by agents and by end-users in connection with your use of such Services, which may include, without limitation, information relating to an identified or identifiable individual ("Personal Data").

4.2. Without limiting the foregoing, you are solely responsible for ensuring that use of the Services to store and transmit Service Data is compliant with all applicable laws and regulations as well as any and all privacy policies, agreements or other obligations you may maintain or enter into with consumers or others, as applicable. You also maintain all responsibility and liability for determining whether the Services or the information generated thereby is accurate or sufficient for your business purposes.

5. ELIGIBILITY TO USE THE SERVICE

In order to access or use the Services, you must be at a legal age or otherwise have the requisite power and authority to enter into these Terms on behalf of a legal entity. You may not access or use the Services if you are a minor or if we have banned you or suspended your Account from the Services.

6. USER ACCOUNT

6.1 In order to use the Services and access some of the features you must create an account (“Account”) choose a user name and password (“Credentials”) and provide certain information about the company on whose behalf you open the Account and its business purposes. You shall provide accurate details which are related and belong to you (and the respective company, if applicable) and shall not impersonate anyone else. The creation, use and access to your Account are for your business’s internal purposes and the use and safeguard of your Credentials and Account are under your sole responsibility. You are also responsible for all activities that occur in connection with your Account. You hereby agree to notify us immediately upon any suspected or actual unauthorized access to or use of your Account. We reserve the right to close, suspend or limit your Account at any time for any or no reason, with or without notification to you.

6.2. You agree and acknowledge that each individual in the entity under which you open the Account will be identified by unique Credentials of its own, and that an individual’s Credentials may only be used by one (1) individual. You will not share Credentials among multiple individuals.

7. THIRD PARTY CONTENT AND SERVICES

7.1 The Services, now or in the future, may include, enable or offer third party services and features and, may utilize third party services including, but not limited to, payment processing, analytics, research, and other services that assist us with maintaining the Services or enrich the Services for your business purposes (“Third Party Services”). We have no liability whatsoever for any Third Party Services, nor do we endorse them in any manner whatsoever, and any use that you make of such Third Party Services is at your sole will, risk and responsibility.

7.2 As part of our Services, we may receive, analyze, aggregate and otherwise use information and content provided by you or provided to you by your end-user customers (together, “User Content”).

7.3 When you upload or otherwise submit User Content to our Services, you hereby give us (and our successors, and those we work with) a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to host, store, reproduce, copy, remove, retain, add, process, analyze, modify, create derivative works, improve, communicate, publish, distribute, use and commercialize such User Content, subject to our Privacy Policy found at https://reps.ai/privacy in any way now known or in the future discovered, without any further consent, notice and/or compensation to you or to any third parties. You further waive any moral rights in your User Content, to the extent permitted by law. This license will survive any termination of these Terms and continue even if you stop using our Services.

7.4 By uploading or otherwise submitting User Content to the Services, you represent and warrant that:

7.4.1 you are entitled to upload or submit the User Content (whether originally generated by you or by your end-user customers) and have sought all consents from your relevant end-user customers, as required by law, to allow our access to, storage and use of such User Content for the purposes set out herein;

7.4.2 you own or have the necessary rights and permissions to store and use and authorize us to store and use such User Content, and to enable inclusion and use thereof as contemplated by the Services and these Terms; and

7.4.3 such User Content is not confidential, and not in violation of any contractual restrictions or other third party rights.

7.5 You understand that we take no responsibility and assume no liability for any User Content.

8. RESTRICTIONS ON USE

You are prohibited from making any of the following (directly or indirectly):

Copy, distribute, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services;
Crawling, scrapping or otherwise scanning data or accessing the Services in any non-human, automated manner;
Access to data not intended for you, such as logging into a server or an account which you are not authorized to access;
Attempt to or actually access the Services by any means other than through the interfaces provided by us. This prohibition includes accessing or attempting to access the Services using any third-party service, including software-as- a-service platforms that aggregate access to multiple services;
Attempt to or actually override any security component included in or underlying the Services;
Interfere with the Services’ operation in any manner, including, without limitation, by means of submitting a virus or malicious code of any sort;
Share or permit others to use the Services, rent, license, lease or transfer the Services or any rights to use them;
Delete or modify any data, attributions, trademarks, legal notices or other proprietary designations or labels on the Site, or on any third party material contained or otherwise available therein (whether ours or our licensors);
Use the Services, alone or in conjunction with any other products to infringe upon any third party rights, including without limitation third party's intellectual property rights;
To invade users' privacy in any unauthorized way, or to track, store, transmit or record personal information about any other consumer of the Services which is not yours;
Use the Services to violate any law, rule, regulatory act, agreements or policies;
Use the Services for any purposes which is not your own personal/business internal purpose;
Violate these Terms.

9. INTELLECTUAL PROPERTY AND OWNERSHIP

The Services, the content therein and respective features, functionalities, data, revisions, updates, upgrades, components, features and programs and any copy of which are owned by us or our licensors, and are proprietary material protected under copyright laws and treaties. Any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs, specifications, methods, procedures, information, know-how, algorithms, data, technical data, interactive features, source and object code, files, interface and trade secrets, whether or not registered or not (collectively, "Intellectual Property"), are owned by and/or licensed to us. These Terms do not convey to you any interest in or to the Site or Services, but only a limited, revocable right of use in accordance with the terms of these Terms. Nothing in these Terms constitutes a waiver of our intellectual property rights under any law.

10. DISCLAIMER; LIMITATION OF LIABILITY

EXCEPT AS EXPLICITLY PROVIDED IN THESE TERMS, WE PROVIDE THE SITE AND THE SERVICES ON AN "AS IS" AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTIRY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. THE ENTIRE RISK ARISING OUT OF THE USE OR ACCESS TO THE SITE AND THE SERVICES, INCLUDING AS MAY ARISE DIRECTLY OR INDIRECTLY AS A RESULT OF OUR USE OF THE USER CONTENT, REMAINS WITH YOU AND WE MAKE NO GUARANTIES AS FOR THE QUALITY, ACCURACY, OR RELIABILITY OF THE SITE OR SERVICES, OR USER CONTENT, THEIR SAFETY OR SECURITY, OR THEIR CONTENT. WE FURTHER DO NOT REPRESENT OR WARRANT THAT THE SITE OR SERVICES WILL BE FREE OF BUGS, SECURITY BREACHES, VIRUS ATTACKS AND THE LIKE, OR THAT THEY WILL ALWAYS BE AVAILABLE, ACCESSIBLE, FUNCTIONAL, UNINTERRUPTED, TIMELY, SECURE, COMPLETE AND ERROR-FREE, NOR DO WE WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET.

IN NO EVENT AND FOR NO REASON SHALL THE COMPANY, ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, MERCHANTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (collectively “Company Parties”), BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, LOST PROFIT, LOST BUSINESS, OR PUNITIVE DAMAGES ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH ANY OF THE FOLLOWING: (A) YOUR USE OF OR ACCESS TO THE SITE AND/OR SERVICES, RESPECTIVE CONTENT, OFFERS, SOFTWARE, APPLICATIONS; (B) YOUR INABILITY TO USE OR ACCESS THE SITE OR THE SERVICES; (C) THIRD PARTY CONTENT, INCLUDING THAT OF USERS (AND INCLUDING USER CONTENT), SOFTWARE COMPONENTS, SPONSORING MECHANISMS OR ANY OTHER PRODUCTS ACCESSIBLE OR AVAILABLE THROUGH THE SITE OR SERVICES; (D) THESE TERMS; OR (F) ANY IMPROPER USE OF INFORMATION YOU PROVIDE THROUGH THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INFORMATION.

IN NO EVENT WILL THE COMPANY’S LIABILITY IN CONNECTION WITH THE SITE OR SERVICES EXCEED THE AMOUNTS ACTUALLY PAID BY YOU FOR THE APPLICABLE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH YOU HAVE NOTIFIED THE COMPANY, IN WRITING, OF SUCH ALLEGED LIABILITY.

11. INDEMNIFICATION

You agree to defend, indemnify and hold harmless the Company Parties from and against all claims and expenses, including, without limitation, attorneys’ fees, arising out of, related to, or in connection with any of the following: (a) your use of or access to the Site or Services; (b) engagement you make with the Services, Third Party Services or any portion of which; (c) fraud you commit or your intentional misconduct or gross negligence; (d) your violation of any applicable law or rights of a third-party or these Terms; or (e) our storage and use of any User Content pursuant to these Terms.

12. TERM, TERMINATION AND/OR CANCELLATION

12.1 We reserve the right to terminate or suspend your Account, or suspend, terminate or modify the Services (or any part thereof) for any reason or for no reason at all, or to remove, disable or discard Service Data if we have good reason to believe (at our own discretion) that it was gained in an unauthorized manner or in violation of applicable regulation, these Terms or the Privacy Policy. In such case, we will make reasonable efforts to contact you via the email address you provided under your Account.

12.2 Upon request by you made within thirty (30) days after your Account is terminated, we will make the Service Data available to you for export or download. After such 30-day period, we will have no obligation to maintain or provide any Service Data, and will have the right to delete or destroy all copies of Service Data in our systems or otherwise in our possession or control, unless explicitly prohibited by law.

13. GENERAL PROVISIONS

These Terms do not, and shall not be construed to create any partnership, joint venture, employer- employee, agency, or franchisor-franchisee relationship between the parties hereto.
Any claim arises or action taken in connection with these Terms, the Company, the Services, the Service Data and/or respective tools or features shall be governed by and interpreted in accordance with the laws of the State of Israel, without reference to its conflict-of- laws principles. Any dispute arising out of or related to these Terms, your use of the Site and/or Services and/or respective content shall be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of Tel Aviv, Israel.
If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms, only with respect to such jurisdiction and to the extent so found, and will not affect the validity and enforceability of any remaining provision or in any other jurisdiction.
You may not assign, sublicense or otherwise transfer any or all of your rights or obligations under these Terms without our prior express written consent.
No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.
Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.

14. CONTACT US

Should you have any inquiry concerning these Terms or the Site reach out to us by email at: info@reps.ai