These terms of service (Terms of Service) are a legal agreement between SendMan IO Technologies Ltd. (the "Company" or "SendMan") and you (the "Customer"). These Terms of Service govern your access to and use of Company's website at https://sendman.io (the "Website") and Company's software (the "Software"). The Website, together with the Software and other services provided by Company, are called the "Services". Wherever used in these Terms of Service, "you", "your" or similar terms mean the legal entity using or accessing any of the Services.
Your access and use of the Services must be in accordance with these Terms of Service. If you violate these Terms of Service, you are no longer permitted to use the Services and any part thereof and Company may (but has no obligation to) terminate your ability to access or use the Services or any part thereof at any time.
In consideration of the mutual promises, covenants, and conditions contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and Company agree as follows:
Company develops, owns and operates a service which allows its customers to implement a push notification tool into their mobile app. The proprietary tool is simply implemented by an SDK offered by the Company, following which the customers can manage their push notification through a dedicated dashboard and allow it to customize the notifications per end user. The end users gain a significant benefit of customizing their notifications allowing them to choose which notification to receive and which will not be sent to them, and thereby reducing "notification noise", enhancing their experience when using the customer's application and increasing engagement. A clear win-win to both customer and end user.
(a) The Services are intended primarily for users, companies or other organized legal entities and are also offered and permitted for use by individuals who are eighteen (18) years of age or older. Any registration by, use of, or access to the Services by anyone under the age of eighteen (18) is unauthorized, unlicensed, and in violation of these Terms of Service. You hereby expressly represent, warrant and confirm that you can form a binding contract with Company on behalf of yourself or on behalf of the legal entity which you represent, and if are an individual contracting on your own behalf that you are at least eighteen (18) years old and able and authorized to enter into a binding contract, and your use of the Services is in full compliance with the law of the jurisdiction(s) to which you are subject, and that you are not prohibited from using the Services under any law applicable directly to you or to SendMan.
(b) Access and use of the Services requires access to the Internet and you are solely responsible for acquiring and maintaining such access.
(c) In using any of the Services, you shall at all times comply with all laws, statutes, codes, treaties, ordinances, orders, decrees, rules, regulations and municipal by-laws, judicial, administrative, ministerial, departmental or regulatory judgments, orders, decisions, rulings or awards of any governmental authority, policies, guidelines and protocols, including all laws which are aimed at protecting personal information of individuals such as General Data Protection Regulation EU Regulation (GDPR) 2016/679, California Consumer Privacy Act of 2018 (CCPA) and the Israeli Privacy Law 5741–1981, and any similar laws governing the protection of personal information including in connection with its collection, use and disclosure of personal information as defined by any privacy laws.
(d) You must not use the Services: (i) to engage in any illegal, fraudulent or unauthorized purpose, including in any way that violates Laws; (ii) in any way that violates or infringes the copyrights, rights of privacy or publicity, or any other rights of any person; (iii) to impersonate or misrepresent your identity or affiliation with any person or entity; (iv) to engage in verbal, physical, written or other abuse (including threats of abuse or retribution) of any Company customer, employee, member, or officer or any user of the Services; (v) to transmit or relay spam; (vi) to upload, post or submit information or materials, or otherwise make available to others using the Services: (A) any material that is libelous, defamatory, tortious, sexually explicit, hateful, obscene, harassing or otherwise actionable or objectionable material; (B) any unsolicited message or unauthorized advertising or promotional material; (C) any worms, viruses, Trojan horses, scripts, bots, bombs, spiders, or similar means, tool, programs, or algorithms to harvest, automatically download, or collect information, or any computer code or files of a destructive, damaging, disruptive, disabling or interfering nature, or any information or materials that contain any of the foregoing; or (D) any material that is in a way that is detrimental to the operation of the Services or that could damage, disable or overburden the Services, or that is detrimental to the access or use of the Services by anyone else, which restriction applies to any use that interferes or attempts to interfere with the normal operations of the Services, including by hacking, deleting, augmenting or altering any information or materials.
(e) You must not, without Company's prior written permission: (i) log into a server or account which you are not authorized to access; (ii) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iii) access or search, or attempt to access or search, the Services or data by any means (automated or otherwise) except through Company's available interfaces; (iv) copy, distribute, modify, enhance, translate, reproduce, alter, tamper with, repair, sell, sublicense, rent, lease, make derivative works of, or otherwise attempt to exploit information or materials, other than your own Data on the Services; (v) decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code underlying the Services unless such source code is expressly disclosed or provided to you by SendMan; (vi) modify another website so as to falsely imply that it is associated with the Services, Company or any other Company products or services; (vii) create any frames at any other web sites pertaining to or using any of the content or Materials located at the Website for any purpose, unless specifically authorized by Company in writing to do so; or (viii) attempt to interfere with any of the Services provided to any user, host or network.
(a) You acknowledge and agree that, as between you and Company, Company and its licensors, affiliates and business partners have and retain all right, title and interest (including copyright, trademark, patent, trade secret and all other intellectual property rights) in and to all works of authorship, inventions, trademarks and service marks and any other proprietary materials provided to you as part of the Service and in any form ("Materials"). Materials include, without limitation all aspects and parts of the Website, the Software and the SDK. You acquire no rights whatsoever in or to all or any part of Company's Materials except for the limited use rights granted by these Terms of Service. All rights not expressly granted to you in these Terms of Service are reserved for Company and its licensors. You may not copy or exploit Materials except expressly in accordance with these Terms of Services or with the express written permission of Company and any other applicable copyright owner.
(b) Certain words, phrases, names, designs, or logos used on the Materials may be trademarks, service marks or trade names of Company, its affiliates or third parties. The display of any such marks or names does not imply that a license has been granted to you or any third party by Company or other entities. Any unauthorized use or display of the trademarks or trade names belonging to Company, its affiliates, related companies, and third parties and their licensors is strictly prohibited.
(c) Materials are provided for general information only and should not be relied upon or used as the basis for making significant decisions without consulting primary or more accurate, more complete or more timely sources of information. Any reliance placed on the Material on the Website is at your own risk.
(a) Your access to, and use of, the Software is done through the download and implementation of the SDK and is subject to certain special terms between you and Company set out in the SDK End User License Agreement governing your access to and use of the Software ("SDK EULA").
(b) If you register with Company to access and use the Software, Company hereby grants to you, subject to the terms and conditions of these Terms of Service, a worldwide, limited, non-exclusive, non-transferable, non-sublicensable, and non-assignable license to access and use the Software subject to any usage limitations, restrictions or requirements specified herein or in any Subscription Agreement (the "License"). The License includes your right to use and copy, in connection with your use of the Software, and any related and available documentation (the "Documentation"), but Company is not obliged to provide you with any Documentation.
(c) Your access and use of the Software is subject to the following restrictions and limitations: you shall not, except as may be expressly provided herein, (i) provide, disclose, sublicense, lease, rent or otherwise permit any other person to access, use, read, disseminate, transmit, distribute or reproduce the Software or Documentation; (ii) adapt, translate, change, customize, enhance, augment, partially delete or alter, or otherwise modify the Software in any manner or to any extent whatsoever, whether in whole or in part; (iii) disassemble, decompile, reverse engineer, or otherwise in any manner deconstruct all or any part of the Software; (iv) transfer, sell, assign, or otherwise convey the Software to any party except as may be otherwise expressly provided for herein; or (v) alter any proprietary notices appearing in the Software.
(d) You acknowledge and agree that all rights, title and interest in and to the Software (including all intellectual property rights therein) and the Documentation is, and shall be, owned solely and exclusively by Company and/or its third party licensors, if any. Nothing in these Terms of Service or any License shall, or shall be deemed or construed to assign, transfer or convey to you any title, rights or interest in any intellectual property, including copyrights, methodologies, ideas and concepts, in or to the Software or the Documentation other than the License or other rights specifically and expressly granted herein.
(e) In consideration of the grant of the licenses granted under this Agreement and access to the Software, you acknowledge that you may provide the Company orally or in writing such reasonably detailed feedback concerning your evaluation of the Software (including concerning the Software user experience (the "Customer Feedback"). You agree that all rights, title and interest in and to the Customer Feedback is, and shall be, owned solely and exclusively by the Company and treated as Software pursuant to the preceding paragraph.
(f) You acknowledge that, if you register with Company to access and use the Software, the Software will be made available to you through the Internet or through devices that access web-based content, and you will pay any and all service fees associated with such access. You acknowledge that, in some circumstances, any use of the Software will be subject to payment for such use in accordance with these Terms of Service.
(h) In these Terms of Service, Personal Information means any identified or identifiable information about an individual, such as financial, medical, personal health information, or personal information as defined by the GDPR. In the event that Data uploaded does contain unencrypted or anonymized Personal Information, you covenant and agree that any and all such Personal Information will be, or has been, collected with the consent of each individual to which such Personal Information relates (if such consent is required under applicable Privacy Laws), and you covenant that you will obtain such consent in a manner that allows the parties hereto to use the Data as contemplated in these Terms of Service. You covenant and agree that Personal Information in the Data will be used only for the purposes for which the Personal Information was initially collected or for a subsequent purpose for which consent is subsequently obtained, or has been collected, used or disclosed for a purpose in respect of which consent may, under applicable privacy laws, be implied, including as contemplated by these Terms of Service. You shall use best efforts to protect and safeguard any Personal Information contained within the Data against unauthorized collection, use or disclosure, as provided by applicable privacy laws and shall cause its representatives to observe the terms of this Section (h). you acknowledge and agree that company will not be liable for any loss or damages you or a third party may suffer as a result of any use or disclosure of any personal information. you hereby agree to indemnify and hold harmless company against any damages, losses, liabilities, fines, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any third party claim, investigation or action that arises from an alleged data breach (as defined below).
(i) You agree that you will protect the privacy and legal rights of the end users of your application. You must provide legally adequate privacy notice and protection for end users. If end users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your application and to the Company.
(j) In the event that you become aware of any violation of the Terms of Service by an end user of applications, you shall immediately terminate such end user's account on your application. The Company reserves the right to disable applications in response to a violation or suspected violation of the Terms of Service.
(k) You have and retain all right, title and interest (including copyright, trademark, trade names, logo, patent, trade secret and all other intellectual property rights) in and to the Data. Company acquires no rights, except for the limited right granted herein, in or to all or any part of your Data and will not access, sell, rent, lease, disclose to third parties, copy, modify or change your Data. By making Data available to Company through use of the Software, you grant Company and its licensors and third party service providers a non-exclusive, worldwide, sub-licensable, royalty-free, fully paid up license to: (i) use, copy, reproduce, store, adapt, translate, make derivative works from, process, adapt, and transmit, such Data for the purpose of providing you with the Services; (ii) access Data to respond to service or technical problems; (iii) access Data in order to monitor compliance with these Terms of Service and any License; (iv) access Data in order to determine if you have breached these Terms of Service; and (v) use, copy and reproduce any of your trademarks, trade names, logos and other similar identifying intellectual property for the purpose of promoting, marketing and advertising the Software and the Products, including using any trade names, logos and trademarks on Company's advertising and promotional materials, and on the Website.
(l) By submitting, you hereby: (i) acknowledge and agree that Company is not responsible for any loss, damage, or corruption that may occur to your Data; and (ii) acknowledge and agree that any Data you provide for display on the Website will be considered non-confidential.
(m) Company is under no obligation to investigate any complaint regarding Data. Company may, in its sole discretion, investigate complaints and take any actions it deems appropriate in the circumstances, including, without limitation, removing the offending Data from the Website and terminating the submitting party's right to access and use the Website (or any portion thereof).
(n) You acknowledge and agree that, as between you and Company, Company and its licensors, affiliates and business partners have and retain all rights, title and interest (including copyright, trademark, patent, trade secret and all other intellectual property rights) in and to the Software and Services in any form. You acquire no rights whatsoever in or to all or any part of the Services except for the limited use rights granted by these Terms of Service. All rights not expressly granted to you in these Terms of Service are reserved for Company and its licensors. You may not copy or exploit the Services except expressly in accordance with these Terms of Services or with the express written permission of Company and any other applicable copyright owner. When you use the Software, Company grants to you, subject to the terms and conditions of these Terms of Service, a revocable, worldwide, limited, non-exclusive, non-transferable and non-assignable license to access and use the Services subject to any limitations, restrictions or requirements specified in these Terms of Service. You agree not to otherwise reproduce, copy, modify, decompile, disassemble, create any derivative works of, or reverse engineer any portion of the Services, and may not transfer or distribute it in any form, for any purpose.
(o) Company makes the Software available to you through the Internet. You acknowledge that your Data will be maintained on computer servers and equipment in the US or in the possession or control of Company and made accessible to you through the Internet. Therefore, laws of the country where data is hosted or stored may apply. You acknowledge that Company may use third party service providers and hosting partners to provide necessary hardware, software, networking, storage, and related technology required to run the Software and store any Data you upload, submit or post to the Software.
(b) When you set-up an account with Company, you will select, or will be given, a login and password for your account. You are responsible for: (i) maintaining the security of your login, password and account and or other form of authentication involved in obtaining access to the Software; and (ii) ensuring that there is no unauthorized access to the Software and notifying Company promptly of any such access of which you become aware.
(c) You are solely responsible and liable for your account and for any use of the Services and any Data inputted, submitted or uploaded to the Services, and any Data accessed or made available to others through your account (even if such Data is accessed or made available by others). Company is not, and will not, be responsible for any loss or damages resulting from your failure to comply with this obligation. You agree to immediately notify Company if you become aware of any unauthorized use of your account or your account login or password.
(d) If you choose to no longer use our Services you can remove the SDK from your App and remove the App configuration from our Service. After you have removed the app configuration form the Service we shall remove and delete all data in our possession applicable to you and cease provision of any services with respect to the App which was removed.
(a) Your use of certain of the Services, including the Software, may be subject to certain subscription charges ("Fees"). Any Services subject to Fees, including the Software, will be clearly marked as such and may be subject to special subscription terms set out in a License between you and Company in addition to these Terms of Service. The Company uses a third party service provider (such as Paypal, stripe.com or such other similar services) to collect Personal Information related to payments and such Personal Information will be remitted to Company.
(b) If you subscribe, or have subscribed, for Services that are subject to Fees, you must pay all Fees and applicable taxes, levies, withholdings or duties owed by you to Company according to any applicable special subscription terms. In the event of non-payment of any amount owed by you to Company, Company reserves the right to terminate or suspend your use of those Services that are subject to Fees at any time.
(b) If you receive promotional electronic communications, including emails, from us, you may indicate a preference to stop receiving further promotional communications from us by contacting Company directly at the mailing address or at the email address or phone number provided on the electronic communication, or at the email address or phone number given on the Website or as set out below. As well, you will have the opportunity to "opt-out" of receiving future electronic messages, including promotional messages, by following the unsubscribe instructions provided in the promotional electronic communication you receive or by contacting Company directly as set out in the communication, or at the email address or telephone number given on the Website or as set out below.
When transferring Personal Information of Data Subjects (as defined in section 5 above) from the European Union, the European Economic Area, and Switzerland, Company relies upon a variety of legal mechanisms to ensure the protection of such Personal Information, including contracts with our users.
Within the scope of our authorization to do so, and in accordance with our commitments under the Privacy Shield, Company will provide individuals access to personal data about them. Company also will take reasonable steps to enable individuals to correct, amend, or delete personal data that is demonstrated to be inaccurate.
Company is responsible for the processing of personal data it receives, under the Privacy Shield Framework, and subsequently transfers to a third party acting as an agent on its behalf. Company complies with the Privacy Shield Principles for all onward transfers of personal data from the EU and Switzerland, including the onward transfer liability provisions.
(a) Company, in its sole discretion, has the right to suspend, terminate or restrict your access to the Services or any other Company service, for any reason and at any time without notice regarding your access to the Software.
(b) If Company decides to terminate your access to any of the Services, Company may suspend your access to the Services and may delete any Data you uploaded, posted, or submitted to the Services. For greater certainty, if you engage in any behavior Company considers, in its sole discretion, to be offensive, Company may, in its sole discretion, terminate your access to the Services without notice.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, INCLUDING THE SOFTWARE, SDK AND MATERIALS, IF ANY, ARE PROVIDED TO YOU "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, INCLUDING WITH RESPECT TO AVAILABILITY, COMPATIBILITY, VIRUSES, DISABLING DEVICES OR OTHER CODE THAT MANIFESTS DESTRUCTIVE PROPERTIES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY MAKES NO, AND DISCLAIMS ANY AND ALL, WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO QUALITY, ACCURACY, USEFULNESS, SUITABILITY, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, CURRENCY, OR TIMELINESS OF THE SERVICES, THE MATERIALS, OR THE PRODUCTS, IF ANY, WHETHER EXPRESS, IMPLIED OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR THAT THE SERVICES WILL BE SECURE, COMPLETE OR FREE OF ERRORS, VIRUSES, BUGS, PROBLEMS OR OTHER LIMITATIONS OR WILL OPERATE WITHOUT INTERRUPTION.
YOU EXPRESSLY ACKNOWLEDGE AND CONFIRM THAT THESE DISCLAIMERS, THE LICENSES GRANTED BY YOU TO COMPANY, AND THE LIMITATIONS AND EXCLUSIONS CONTAINED IN THESE TERMS OF SERVICE ARE FAIR AND REASONABLE IN THE CIRCUMSTANCES, AND THAT COMPANY WOULD NOT HAVE ENTERED INTO THESE TERMS OF SERVICE BUT FOR YOUR PROVISION OF THE LICENSES AND YOUR AGREEMENT TO THE LIMITATIONS AND EXCLUSIONS IN THESE TERMS OF SERVICE.
(a) YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS AFFILIATES AND LICENSORS ARE NOT LIABLE, WHETHER BASED ON STATUTE, WARRANTY, CONTRACT, TORT, LAW, EQUITY, (INCLUDING BUT NOT LIMITED TO NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), PRODUCT LIABILITY, STRICT LIABILITY, STATUTORY LIABILITY, BREACH OF A FUNDAMENTAL TERM, FUNDAMENTAL BREACH, OR ANY OTHER LEGAL THEORY, FOR ANY LOSS OR DAMAGES OF ANY KIND, WHETHER OR NOT COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, INCLUDING, WITHOUT LIMITATION ANY: (A) DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE LOSS OR DAMAGE; (B) ANY AND ALL LOSS OR LIABILITY IN CONNECTION WITH YOUR CONTENT; (C) ANY INCOMPLETENESS, ERRORS, SECURITY, VIRUSES, BUGS, PROBLEMS, OMISSIONS, INACCURACIES OR OTHER LIMITATIONS OF THE SERVICES OR ANY MATERIAL OR PRODUCTS, OR INTERRUPTIONS IN THE AVAILABILITY OF THE SERVICES; (D) ANY DAMAGES, LOSSES OR LIABILITY A THIRD PARTY MAY SUFFER AS A RESULT OF YOUR USE OF THE SERVICES, YOUR USE OF THE MATERIALS OR PRODUCTS, IF ANY, OR ANY USE OF YOUR CONTENT OR OTHER MATERIALS OR INFORMATION YOU ACCESS FROM OR PROVIDE TO COMPANY THROUGH THE SERVICES OR OTHERWISE, AND (E) ANY DAMAGES, LOSSES OR LIABILITY A THIRD PARTY MAY SUFFER AS A RESULT OF THE USE OF AN END USER'S PERSONAL INFORMATION THAT IS CONSISTENT WITH THESE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN THE EVENT COMPANY IS LIABLE FOR DAMAGES, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COMPANY EXCEED US $1000.
(b) You hereby agree to indemnify the Company and its licensors, subsidiaries, affiliates, and related companies, and each of their respective officers, directors, employees, shareholders, agents, representatives, business partners, information providers and licensors and their respective successors and assigns (together Company Entities) harmless from and against all losses, expenses, damages, liabilities, expenses and costs, including reasonable legal fees, suffered by any of the Company Entities, directly or indirectly, resulting from: (a) your uploading, posting or submission of any Data to Company through the Services or otherwise; (b) (the infringement of a third party's intellectual property rights by the Data uploaded by you to the Services;(c) your violation of these Terms of Service, and (d) Company's use of your end user's Personal Information and Personal Data that is consistent with these Terms of Service.
(a) The failure of Company to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision, and no waiver of any right or provision of these Terms of Service shall be deemed a further or continuing waiver of such right or provision.
(b) These Terms of Service, together with any License between you and Company regarding your access to and use of the Software, constitute the entire agreement between you and Company and govern your use of the Services, superseding any prior agreements between you and Company (including, but not limited to, any prior versions of the Terms of Service). If you are a corporation, organization, partnership or other non-individual entity, you shall cause your employees, agents, contractors, directors and officers to comply with these Terms of Service and shall be responsible at all times for all such employees, agents, contractors, directors and officers.
(c) You may not assign these Terms of Service or any of your rights or obligations under these Terms of Service to a third party without the prior written consent of Company. Company may assign the Terms of Service or its rights or obligations under these Terms of Service to any party at any time without notice to you. Subject to the foregoing, these Terms of Service shall insure to the benefit of and be binding upon you and Company and your/its respective successors (including any successor by reason of amalgamation) and assigns.
(d) If any provision of these Terms of Service is determined by a court of competent jurisdiction to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms of Service and such determination shall not affect the remaining provisions contained in these Terms of Service.
(e) These Terms of Service are to be governed, interpreted and construed in accordance with the laws of the State of Israel, without giving effect to any principles of conflicts of laws contained therein, and you hereby consent and submit to the exclusive jurisdiction of the Courts Tel Aviv, Israel. These laws apply to your access to, or use of, the Services, notwithstanding your domicile, residency or physical location. The Services is intended for use only in jurisdictions where it may lawfully be offered for use.
(f) This electronic document, and all other electronic documents referred to or incorporated herein, will be: (a) deemed for all purposes to be a "writing" or "in writing", and to comply with all statutory, contractual, and other legal requirements for a writing; and (b) legally enforceable as a signed agreement. A printed version of these Terms of Service and any notice given in electronic form shall be admissible in judicial proceedings or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Company reserves the right, in its sole discretion, to update, revise, supplement and to otherwise modify the Terms of Service, and to impose new or additional terms and conditions on your use of the Services from time to time. When Company changes the Terms of Service in a material way, it will update the "last modified" date at the bottom of this page. Your continued access and use of any of the Services following such notice will be deemed to conclusively indicate your acceptance of any and all Terms of Service. You are responsible for regularly reviewing the most current version of the Terms of Service.