Terms of Service
These Terms of Service along with any other terms and policies incorporated by referenced herein, as amended from time to time form an integral part hereof (these “Terms”) constitute a legally binding agreement as of the Effective Date (as defined below), governing your use of the Vee's applicable Services (defined below) through Vee's websites, mobile application or through any other means. These Terms are between Vee Volunteers Ltd., and it affiliated companies and subsidiaries (“Vee”, “us”, “we” or “our”) and you (“you” or “your”). By using the Services, or by executing an Order Form which references this Terms, you agree to be bound by this Terms, and these Terms shall be effective once you execute an Order Form with Vee or begins using the Services, the earlier (the “Effective Date”). In case you are entering into this Terms on behalf of another legal entity, such other legal entity shall be considered a Customer (as defined below), and you represent that you have the power and authority to execute this agreement for such entity.
- Our Service.
- Our Service. Vee provides suite of digital tools, functionalities, products, virtual agents, content, features and software as a service, specifically designed to support non-profit organizations (“Associations”) in various capacities, including but not limited to grant research, content creation, and donor engagement (“Services”).
- Modification or Discontinuation of the Service. We may add, modify or discontinue any feature, functionality or any other tool, within the Service, at our own discretion and without further notice, however, if we make any material adverse change in the core functionality of the Service, then we will notify you by sending you an email.
- No Contingency on Future Releases and Improvements. You hereby acknowledge that your purchase of the Service is not contingent on the delivery by us of any future release of any functionality or feature, including without limitation, the continuance of: (i) a certain Service beyond its current Subscription Term; or (ii) Third Party Services, or dependent on any public comments we make, orally or in writing, regarding any future functionality or feature.
1.4. Ability to Accept Terms. If you, access and use the Service, you represent and warrant that you are at least 18 years old. The Service is only intended for individuals aged eighteen (18) years or older. We reserve the right to request proof of age at any stage so that we can verify compliance with this paragraph.
- Account Registration and Administration.
- Account Registration. To register to the Service for the first time, you shall create an account with the Service. By creating an account (“Account”) and registering to the Service you become a Vee customer (the “Customer”). The first user of the Account is automatically assigned as the Account administrator (the “Admin”).
- Your Registration Information. The registration process may require that you provide information including (but not limited to) name of Association, Association number (if applicable), contact person's personal information (full name, e-mail address and phone number), Association's logo, information with respect to previous grants received including (but not limited to) grantor's name, information concerning Customer's cash flow, number of employees, funding sources, textual materials of the association. In addition, in the event that Customer desires that Vee shall actively publish content on Customer's social media accounts, Vee may require to receive the access information to Customer's social media accounts (i.e., Facebook, Instagram and LinkedIn). Vee reserves the right to verify the information you provided during the registration process, and reject the creation of an Account, in Vee's sole discretion and without any obligation to provide reasons for such reject. When you create an Account, you represent and warrant that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on Service. You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your Account. Customer will be solely responsible and liable for any losses, damages, liability and expenses incurred by us or a third party, due to any unauthorized usage of the Account by either you or any other user or third party on your behalf.
- User Verification. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account. In the event that you or the Admin lose access to an Account or otherwise request information about an Account, we reserve the right to request from you or such Admin (as the case may be) any verification we deem necessary before restoring access to or providing information about such Account.
- Account Admins. The Admin(s) of an Account are, severally and jointly, deemed as the authorized representatives of the Customer, and any decision or action made by any Admin, is deemed as a decision or action of Customer. An Admin may assign or add other members of the Account as Admins, which possess important privileges and controls over the use of the Service and the Account, including, without limitation: (i) control your use of the Account; (ii) purchase, upgrade or downgrade the Service; (iii) create, monitor or modify Customer's actions and permissions; (iv) manage the access to, control, remove, share posts or otherwise change, all or part of the Customer Data (as defined below); and (v) integrate or disable integration with third party services (as applicable, from time to time). You also acknowledge that your Account can become managed by a representative of the entity that owns or controls the email address domain with which your Account was created or registered.
- Customer Data.
- Customer Data. Customer Data is any data, file attachments, text, images, reports, personal information, or any other content, that submitted, transmitted or otherwise made available, to or through the Service by you and is processed by us on Customer's behalf (the “Customer Data”). For the avoidance of doubt, Anonymous Information (as defined below) is not regarded as Customer Data. Customer retains all right, title, interest and control, in and to the Customer Data, in the form submitted to the Service. Subject to these Terms, Customer grants us a worldwide, royalty-free, limited license to access, use, process, copy, distribute, perform, export, and display the Customer Data, and solely to the extent that reformatting Customer Data for display in the Service constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. The afore-mentioned license is hereby granted solely: (i) to maintain and provide you the Service; (ii) to prevent or address technical or security issues and resolve support requests; (iii) to investigate when we have a good faith belief, or have received a complaint alleging, that such Customer Data is in violation of these Terms; (iv) to comply with a valid legal subpoena, request, or other lawful process; and (v) as expressly permitted in writing by you.
- Responsibility for Customer Data Compliance. You represent and warrant that: (i) you have or have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to grant the rights granted herein, for any Customer Data that you submit, post or display on or through the Service; (ii) the Customer Data is in compliance with, and subject to, the Use Restrictions (as described in Section 5 below); and (iii) the Customer Data you submit, your use of such Customer Data, and our use of such Customer Data, as set forth in these Terms, do not and shall not (a) infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer and exportation (the “Laws”); (c) violate any of your or third party's policies and terms governing the Customer Data. We assume no responsibility or liability for Customer Data, and you shall be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it. It is hereby clarified that Vee shall not monitor and/or moderate the Customer Data and there shall be no claim against Vee of not acting so.
- Intellectual Property Rights; License.
- Our Intellectual Property. All intellectual property rights in or arising out of or in connection with the Services inclusive of materials names, logos, trademarks and services marks (excluding Customer Data), any and all related or underlying technology and any modifications, enhancements or derivative works of the foregoing will be exclusively owned by Vee, (collectively, “Vee Materials”), and may be protected by applicable copyright or other intellectual property laws and treaties. As between you and Vee, Vee retains all right, title and interest, including all intellectual property rights, in and to the Vee Materials.
- Customer Reference. Customer acknowledges and accepts that Vee has the right to use Customer's name and logo to identify Customer as a customer of Vee or user of the Service, on Vee's website, marketing materials or otherwise by public announcements.
- Your Access and Use Rights. Subject to the terms and conditions of these Terms, and your compliance thereof, and specifically in strict compliance with these Terms, we grant you a limited, worldwide, non-exclusive, non-transferable right to access and use the Service, during the applicable Subscription Term, solely for Customer's internal purposes.
- Feedback. As a user of the Service, you may provide suggestions, comments, feature requests or other feedback to any of Vee Materials, and/or the Vee Service (“Feedback”). Such Feedback is deemed an integral part of Vee Materials, and as such, it is the sole property of Vee without restrictions or limitations on use of any kind. Vee may either implement or reject such Feedback, without any restriction or obligation of any kind. You (i) represent and warrant that such Feedback is accurate, complete, and does not infringe on any third-party rights; (ii) irrevocably assign to Vee any right, title and interest you may have in such Feedback; and (iii) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists' rights, or any other similar rights, worldwide, in or to such Feedback.
- Use Restrictions
Except as expressly permitted in these Terms, you may not, and shall not allow any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, resell, display, transmit, broadcast, transfer or distribute any portion of the Service to any third party, including, but not limited to your affiliates, or use the Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service; (iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of the Service or any components thereof; (iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Service, or any part thereof; (v) remove, deface, obscure, or alter Vee's or any third party's identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service, or use or display logos of the Service without Vee's prior written approval; (vi) use the Service for competitive purposes, including to develop or enhance a competing service or product; (vii) use the Service for deceptive commercial practices or any other illegal or deceptive activities;; (viii) use the Service to violate the privacy of others, including posting private and confidential information of others, without their express permission; (ix) use the Service to perform or encourage others to perform any activities that are defamatory, libelous or threatening, constitute hate speech, harassment, or stalking; (x) upload to, or transmit from, the Service any data (including through Customer Data), file, software, or link that contains, or redirects to, a virus, Trojan horse, worm, scripting exploits, bots or other harmful component or a technology that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component and; misuse or otherwise use the Service in an excessive manner compared to the anticipated standard use (examined, at our sole discretion) or (xi) encourage or assist any third party to do any of the foregoing.
- Anonymous Information. Notwithstanding any other provision of these Terms, we may collect, use and publish Anonymous Information (defined below) relating to your use of the Service, and disclose it for the purpose of providing, improving and publicizing our services, and for other business purposes. “Anonymous Information” means information which does not enable identification of an individual, such as aggregated and analytics information. Vee owns all Anonymous Information collected or obtained by Vee.
- Third Party Services; Links.
- Third Party Services. Customer acknowledges that Vee utilizes certain third-party services in order to make its Service available and that the continuing availability and access to the Service may be dependent on the continuing availability of the applicable third-party services to Vee (“Third Party Services”).
- Subscription Term, Renewal and Fees Payment.
- Order Form. Our order form may be completed and placed in various ways, among which, an online form or in-product screens or any other mutually agreed upon offline form delivered by Vee to Customer, including via mail, email or any other electronic or physical delivery mechanism (the “Order Form”). Such Order Form will list, at the least, the Service ordered, subscription plan, term and the associated fees.
- Subscription Term. The Service is provided on a subscription basis for the term specified in your Order Form, in accordance with the respective subscription plan purchased under such Order Form (the “Subscription Term” and the “Subscription Plan”, respectively, and collectively the “Subscription”).
- Subscription Fees. In consideration for the provision of the Service, Customer shall pay us the applicable fees per the purchased Subscription, as set forth in the applicable Order Form (the “Subscription Fees”). Unless indicated otherwise, Subscription Fees are stated in US dollars. Customer hereby authorizes us, either directly or through our payment processing service, to charge such Subscription Fees via Customer's selected payment method, upon due date. Unless expressly set forth herein, the Subscription Fees are non-cancelable and non-refundable. We reserve the right to change the Subscription Fees at any time, upon notice to Customer if such change may affect Customer's existing subscriptions upon renewal. In the event of failure to collect the Fees owed by Customer, we may, at our sole discretion (but shall not be obligated to) retry to collect at a later time, and/or suspend or cancel the Account, without notice.
- Taxes. The Subscription Fees are exclusive of any and all taxes (including without limitation, value added tax), levies, or duties, which may be imposed in respect of these Terms and the purchase or sale, of the Service hereunder (the “Taxes”), except for Taxes imposed on our income. If Customer is located in a jurisdiction which requires Customer to deduct or withhold Taxes or other amounts from any amounts due to us, please notify us, in writing, promptly and we shall join efforts to avoid any such Tax withholding, provided, however, that in any case, Customer shall bear the sole responsibility and liability to pay such Tax and such Tax should be deemed as being added on top of the Subscription Fees, payable by Customer.
- Subscription Upgrade. During the Subscription Term, Customer may upgrade its Subscription Plan by either: (a) upgrading to a higher type of Subscription Plan; (b) adding add-on features and functionalities; and/or (c) upgrading to a longer Subscription Term (collectively, “Subscription Upgrades”). Some Subscription Upgrades or other changes may be considered as a new purchase, hence will restart the Subscription Term and some won't, as indicated within the Service and/or the Order Form. Upon a Subscription Upgrade, Customer will be billed for the applicable increased amount of Subscription Fees, at our then-current rates (unless indicated otherwise in an Order Form), either: (1) prorated for the remainder of the then-current Subscription Term, or (2) whenever the Subscription Term is being restarted due to the Subscription Upgrade, then the Subscription Fees already paid by Customer will be reduced from the new upgraded Subscription Fees, and the difference shall be due and payable by Customer upon the date on which the Subscription Upgrade was made.
- Billing. As part of registering, or submitting billing information, to the Service, Customer agrees to provide us with updated, accurate and complete billing information, and Customer authorizes us (either directly or through our affiliates, subsidiaries or other third parties) to charge, request and collect payment (or otherwise charge, refund or take any other billing actions) from Customer's payment method or designated banking account, and to make any inquiries that we may consider necessary to validate Customer's designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from Customer's credit card company or banking account (e.g., updated expiry date or card number as may be provided to us by Customer's credit card company).
- Subscription Auto-Renewal. In order to ensure that Customer will not experience any interruption or loss of services, Customer's Subscription includes an automatic renewal option by default, according to which, the Subscription will automatically renew upon the end of the then applicable Subscription Term, for a renewal period equal in time to the original Subscription Term (excluding extended periods) and, unless otherwise notified to Customer, at the same price (subject to applicable Tax changes and excluding any discount or other promotional offer provided for the first Subscription Term). Accordingly, unless either Customer or us cancel the Subscription prior to its expiration, we will attempt to automatically charge Customer the applicable Subscription Fees upon or immediately prior to the expiration of the then applicable Subscription Term. If Customer wishes to avoid such auto-renewal, Customer shall cancel its Subscription, prior to its expiration, at any time through the Account settings or by contacting our us. Except as expressly set forth in these Terms, in case a Customer cancels its Subscription, during a Subscription Term, the Subscription will not renew for an additional period, but Customer will not be refunded or credited for any unused period within the Subscription Term.
- Discounts and Promotions. Unless expressly stated otherwise in a separate legally binding agreement, if Customer received a special discount or other promotional offer, Customer acknowledges that upon renewal of its Subscription, Vee will renew such Subscription, at the full applicable Subscription Fee at the time of renewal.
- Term and Termination; Suspension.
- Term. These Terms are in full force and effect, commencing upon the Effective Date, until the end of the Service underlying the Account, either paid or unpaid, unless terminated otherwise in accordance with these Terms.
- Termination for Cause. Either Customer or us may terminate the Service and these Terms, upon written notice, in case that (a) the other party is in material breach of these Terms and to the extent, curable, fails to cure such breach, within a reasonable cure period, which shall not be less than 10 days following a written notice from by the non-breaching party; or (b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 45 days.
- Termination for Conveniences. Either Party may terminate these Terms and the Order Form for convenience, at any time, by providing the other Party with thirty (30) days prior written notice. Vee shall refund with the pre-paid fees paid to Vee pro-rated with respect to the un-utilized term.
- Effect of Termination of Service. Upon termination or expiration of these Terms, Customer's Subscription and all rights granted to you hereunder shall terminate. In the event that Customer did not delete the Customer Data from the Account, we may continue to store and host it until either Customer or we, at our sole discretion, delete such Customer Data. We are not under any obligation to maintain any kind of Customer Data, and Vee reserve its rights to delete it whenever under termination of the Service. Customer acknowledges the foregoing and its sole responsibility to export and/or delete the Customer Data prior to the termination or expiration of these Terms, and therefore we shall not have any liability to Customer, or any third party, in connection thereto. Unless expressly indicated herein otherwise, the termination or expiration of these Terms shall not relieve Customer from its obligation to pay due Subscription Fees.
- Survival., 3 (Customer Data), 4 (Intellectual Property Rights; License), 5 (Use Restriction), 6 (Privacy), 7 (Third Party Services), 8 (Subscription Term, Renewal and Fees Payment) in respect of unpaid Subscription Fees, 9 (Term and Termination; Suspension), 10 (Confidentiality), 11 (Warranty Disclaimer), 12 (Limitations of Liability), 14 (Indemnification), and 19 (General Provisions), shall survive the termination or expiration of these Terms, and continue to be in force and effect in accordance with their applicable terms.
- Suspension. Without derogating from our termination rights above, we may decide to temporarily suspend the Account (including any access thereto) and/or our Service, in the following events: (i) we believe, at our sole discretion, that you or any third party, are using the Service in a manner that may impose a security risk, may cause harm to us or any third party, and/or may raise any liability for us or any third party; (ii) we believe, at our sole discretion, that you or any third party, are using the Service in breach of these Terms or applicable Law; (iii) Customer's payment obligations, in accordance with these Terms, are or are likely to become, overdue; or (iv) Customer's breach of the Use Restrictions (see Section 6 above). The afore-mentioned suspension rights are in addition to any remedies that may be available to us in accordance with these Terms and/or applicable Law.
- Confidential Information. In connection with these Terms and the Service (including the evaluation thereof), each party (“Disclosing Party”) may disclose non-public business, product, technology and marketing information, including without limitation, customers lists and information, know-how, software and any other non-public information that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, whether disclosed prior or after the Effective Date (the “Confidential Information”) to the other party (“Receiving Party”). For the avoidance of doubt, (i) Customer Data is regarded as Customer's Confidential Information, and (ii) our site, Service, inclusive of their underlying technology, and their respective performance information, as well as any data, reports and materials we provided to you in connection with your evaluation or use of the Service, are regarded as our Confidential Information. Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without any use or reference to the Confidential Information.
- Confidentiality Undertakings by the Receiving Party. The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, service providers and agents, on a need to know basis and who are bound by confidentiality obligations at least as restrictive as those contained herein; and (ii) not use or disclose any Confidential Information to any third party, except as part of its performance under these Terms and as required to be disclosed to legal or financial advisors to the Receiving Party or in connection with a due diligence process that the Receiving Party is undergoing, provided that any such disclosure shall be governed by confidentiality obligations at least as restrictive as those contained herein.
- Compelled Disclosure. Notwithstanding the above, Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency or other governmental body; provided, however, that to the extent legally permissible, the Receiving Party shall make best efforts to provide prompt written notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.
- Warranty Disclaimer.
NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
- EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND. WE AND OUR AFFILIATES, SUBCONTRACTORS, AND AGENTS (INCLUDING, THE THIRD-PARTY SERVICE PROVIDERS), HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, WARRANTIES AND/OR REPRESENTATIONS OF MERCHANTABILITY, FUNCTIONALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE
- WE AND OUR RELATED PARTIES DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE SERVICE, INCLUDING THE ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR FREE, THAT DATA WON'T BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE ARE FREE FROM VIRUSES OR OTHER HARMFUL CODE. WE AND OUR RELATED PARTIES FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT YOU AND/OR YOUR DATA (INCLUDING CUSTOMER DATA) MAY SUFFER, THAT ARE BEYOND OUR CONTROL.
- WITHOUT IN ANY WAY LIMITING ANY TERMS SET FORTH IN THE AGREEMENTS, YOU AGREE AND ACKNOWLEDGE THAT WE AND OUR RELATED PARTIES DO NOT MAKE ANY GUARANTEES OR REPRESENTATIONS ABOUT THE OUTCOME OF THE SERVICES, INCLUDING WHETHER A GRANT SUBMISSION WILL BE SUCCESSFUL, OR ANY OTHER USE OF THE SERVICE BY YOU. YOU AGREE AND ACKNOWLEDGE THAT YOU USE THE SERVICE IS AT YOUR OWN RISK, AND THAT NEITHER VEE NOR ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS WILL BE LIABLE TO YOU OR ANY OTHER THIRD PARTY IF YOU FAIL TO OBTAIN ANY GRANT OPPORTUNITIES IDENTIFIED VIA THE SERVICE.
- Limitation of Liability.
- NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT SHALL EITHER PARTY HERETO AND ITS AFFILIATES, SUBCONTRACTORS, AND AGENTS (INCLUDING, THE THIRD PARTY SERVICE PROVIDERS), BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH THESE TERMS FOR (I) ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; (II) ANY LOSS OF PROFITS, COSTS, ANTICIPATED SAVINGS; (III) ANY LOSS OF, OR DAMAGE TO DATA, USE, BUSINESS, REPUTATION, REVENUE OR GOODWILL; AND/OR (IV) THE FAILURE OF SECURITY MEASURES AND PROTECTIONS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- EXCEPT FOR THE INDEMNITY OBLIGATIONS UNDER SECTION 14 (INDEMNIFICATION) HEREIN, YOUR PAYMENT OBLIGATIONS HEREUNDER OR BREACH OF THE USE RESTRICTIONS BY YOU, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY, ITS AFFILIATES, SUBCONTRACTORS, AND AGENTS (INCLUDING, THE ITS THIRD-PARTY SERVICE PROVIDERS), UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SERVICE), EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU (IF ANY) DURING THE 12 CONSECUTIVE MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
- Specific Laws; Reasonable Allocation of Risks.
- Specific Laws. Except as expressly stated in these Terms, we make no representations or warranties that your use of the Service is appropriate in your jurisdiction. Other than as indicated herein, you are responsible for your compliance with any local and/or specific applicable Laws, as applicable to your use of the Service.
- Reasonable Allocation of Risks. You hereby acknowledge and confirm that the limitations of liability and warranty disclaimers contained in these Terms are agreed upon by you and us and we both find such limitations and allocation of risks to be commercially reasonable and suitable for our engagement hereunder, and both you and us have relied on these limitations and risk allocation in determining whether to enter these Terms.
Customer hereby agrees to indemnify, defend and hold harmless Vee and its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, liabilities, losses, reasonable expenses or costs (collectively, “Losses”) incurred as a result of any third party claim arising from (i) Customer's violation of these Terms or applicable Law; and/or (ii) Customer Data, including the use of Customer Data by Vee and/or any of its subcontractors, infringes or violates, any third party's rights, including, without limitation, intellectual property, privacy and/or publicity rights.
- Open-Source Components within Our Service
Our Service may include third party components (such as software, codes, and files) that are subject to third party open-source license terms (the “Open-Source Components” and the “Open Source Terms”, respectively). Customer right to use the Open-Source Components as part of, or in connection with, the Service is subject to any applicable acknowledgements and license terms accompanying such Open-Source Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Open-Source Components and these Terms, the licensing terms of the Open-Source Components shall prevail in connection with the related Open-Source Components. These Terms do not apply to any Open-Source Components accompanying or contained in the Service and Vee disclaims all liability related thereto. You acknowledge that Vee is not the author, owner or licensor of any Open-Source Components, and that Vee makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Open-Source Components. Under no circumstances shall the Service or any portion thereof (except for the Open Source Components contained therein) be deemed to be “open source“or “publicly available“ software.
- Export Controls.
The Service may be subject to Israeli, U.S. or foreign export controls, Laws and regulations (the “Export Controls”), and you acknowledge and confirm that: (i) you are not located or use, export, re-export or import the Service (or any portion thereof) in or to, any person, entity, organization, jurisdiction or otherwise, in violation of the Export Controls; (ii) Customer is solely responsible for complying with applicable Export Controls which may impose additional restrictions, prohibitions or requirements on the use, export, re-export or import of the Services and/or the Customer Data; and (iii) Customer Data is not controlled under the U.S. International Traffic in Arms Regulations or similar Laws in other jurisdictions, or otherwise requires any special permission or license, in respect of its use, import, export or re-export hereunder.
Occasionally we may make changes to these Terms for valid reasons, such as adding new functions or features to the Service, technical adjustments, typos or error fixing, for legal or regulatory reasons or for any other reasons as we deem necessary, at our sole discretion. When we make material changes to these Terms, we'll provide Customer with notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Service or by sending Customer an email. Your continued use of the Service after the changes have been implemented will constitute your acceptance of the changes.
By approving this Terms, Customer also approves receipt of instructional, advertisement, and promotional materials with respect to the Services through any media. Customer may revoke their consent in the manner specified in each correspondence or by notifying Vee of their revocation at the following e-mail address: email@example.com
- General Provisions.
- Force Majeure. Neither us nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
- Governing Law. Any disputes or claims arising out of or in connection with this Terms and/or the Service, will be governed by and construed in accordance with the laws of the State of Israel, excluding its conflict of law principles. The parties irrevocably agree that the competent courts of Israel shall have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with this Terms and/or the Service.
- Entire Terms. This Terms (including all attachments, exhibits, addendums, any Order Form(s) and any polices referred to herein), constitutes the entire agreement between the parties regarding the use of the Service, and supersedes any previous arrangement, understanding, representations or agreement between the parties, written or oral, relating thereto. To the extent of any conflict or inconsistency between the provisions of the Terms and any Order Form, the Terms shall prevail.
- Relationship of the Parties; No Third-Party Beneficiaries. The parties are independent contractors. These Terms and the Service provided hereunder, do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to these Terms.
- Notice. Any required or permitted notices hereunder must be given in writing (a) if to Vee, by e-mail to the following address: firstname.lastname@example.org by registered, express, or certified mail, return receipt requested, postage prepaid; or nationally-recognized private express courier; and (b) if to Customer by e-mail to the e-mail address with which Customer registered for the Services. Notices will be deemed given within 1 business day from the delivery date if sent by e-mail, and within 5 business days from the delivery date if sent by other methods permitted herein.
- Assignment. These Terms, and any and all rights and obligations hereunder, may not be transferred or assigned by you without our written approval, provided that you may assign these Terms to your successor entity or person, resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting rights, except for an assignment to a competitor of Vee, and provided that you provide us with prompt written notice of such assignment and the respective assignee agrees, in writing, to assume all of your obligations under these Terms. We may assign our rights and/or obligations hereunder and/or transfer ownership rights and title in the Service to a third party without your consent or prior notice to you. Subject to the foregoing conditions, these Terms shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns. Any assignment not authorized under this Section 19.6 shall be null and void.
- Severability. These Terms shall be enforced to the fullest extent permitted under applicable Law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect.
- No Waiver. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
Last update: August 17, 2023