Gamitee Ltd. (“Gamitee” or “We”) provides through a solution to assist shopping sites in engaging their online customers by facilitating online conversations on the site (the “Solution”). These Terms of Service (these “Terms”) constitute a legal agreement between Gamitee and yourself (“Customer” or “you”). By accessing or using the Solution, you agree that you have read, understood, accept and agree to be bound by these Terms, as well as our Privacy Notice, which is available at www.gamitee.com/privacy-policy (“Privacy Notice”) and is incorporated herein by reference. These Terms of Service, together with the Privacy Notice, the order form and any other Customer specific documentation, constitute a binding legal agreement between you and Gamitee. If you do not agree to these Terms or the Privacy Notice, do not access or use the Solution. Any individual accepting these Terms on behalf of a Customer represents and warrants that s/he is authorized to accept this Terms on behalf of a Customer and legally bind Customer to the terms and conditions set forth herein.
Gamitee reserves the right, in our sole discretion, to revise, modify or update these Terms at any time. Gamitee will make commercially reasonable efforts to notify you of any changes to the Terms. You shall be bound by any such revised Terms. Therefore, please review these Terms periodically. Your continued use of the Solution after any change or modification of these Terms has been made will constitute your acceptance of the revised Terms.
2. Account. You agree to supply accurate and complete information to us when creating your account and when using the Solution, as well as to update such information promptly after any change. You will be responsible for any inaccuracies in the information you provide to us, or for your failure to keep such information up-to-date. Do not share your account or login information with any third party, nor let any third party access your account. You are fully and solely responsible for maintaining the confidentiality of the login information for your account and for the security of your computer system, mobile device and all activity on your account, even if such activities were not committed by you. We may terminate your account if you let someone use your account inappropriately or if you or anyone using your account violates these Terms. You agree to immediately notify us of any unauthorized use of your account. We will not be liable for any losses or damage arising from unauthorized use of the Solution, and you agree to indemnify and hold us harmless for any improper or illegal use of the Solution.
3. Restrictions. Except as set forth expressly herein, Customer shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of, the Solution; (b) modify the Solution, (c) sublicense, sell, distribute or provide the Solution to any third party, or (d) bypass any security measure or access control measure of the Solution or (e) use the Solution to provide Solution to any third party, including as part of a service bureau or timeshare arrangement. Customer shall not manipulate how the Solution interacts with users on Customer’s Internet sites. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, Customer shall inform Gamitee in writing in each instance prior to engaging in the activities set forth above.
4.Data; Privacy. In order to provide the Solution and associated analytics, Gamitee collects certain data regarding Customer’s Internet sites and end user purchasers’ activities on those Site (the “Customer Data“). In addition, Gamitee shall implement a “cookie” on the applicable Internet site in order to facilitate the tracking of end user activities necessary to calculate amounts due under these Terms. All Customer Data is the confidential information of Customer and, except as set forth in these Terms, Gamitee shall not disclose such Customer Data to third parties or use such Customer Data except to provide Solution to Customer. Customer represents and warrants that it has the right to provide Gamitee with access to all Customer Data. Customer shall disclose how Gamitee collects and uses data as required under applicable law, and shall receive all consents of third parties (including end users) necessary under applicable law. Gamitee analyzes all Customer Data in order to provide Customer with the Solution, including for the purposes of generating analysis and reports for the Customer, and calculating amounts payable under these Terms In addition, Gamitee may use Customer Data for the purpose of generating aggregate anonymous data that may be provided to third parties and other customers of Gamitee, such as for the purpose of providing benchmarks. Gamitee may also use aggregate, anonymous data for the purpose of improving the Solution, including the algorithms and models used by the Solution. Gamitee will implement reasonable security measures appropriate to the nature of the Customer Data including without limitation, technical, physical, administrative and organizational controls, and will maintain the confidentiality, security and integrity of such Customer Data. Gamitee may disclose Customer Data to the extent required by applicable law or to cooperate with a law enforcement investigation or to enforce its rights under these Terms. Gamitee may transfer all Customer Data to jurisdictions other than the jurisdiction of the Customer.
5. Intellectual Property. Gamitee has all right, title and interest in the Solution, including all enhancements, improvements and modifications thereof, including any of the foregoing made as a result of the agreed customization of the Solution for Customer (“Gamitee Property”). Gamitee does not request Customer’s feedback regarding the Gamitee Property. Notwithstanding the foregoing, if Customer provides Gamitee with any feedback regarding the Gamitee Property, Gamitee may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback.
6. Confidentiality. Either party (a “Disclosing Party”) may disclose to the other party (a “Receiving Party”) certain confidential information regarding its technology and business (“Confidential Information”). Receiving Party agrees to keep confidential and not disclose or use any Confidential Information except to support its provision or use of the Solution. Confidential Information shall not include information that Receiving Party can show (a) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperate in order to minimize such requirement. Receiving Party shall restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. All pricing information herein and all non-public information in respect of the Solution shall be deemed the Confidential Information of Gamitee.
7. Payment. In consideration of the use of the Solution, Customer shall make payment of amounts agreed between the parties, including through any online ordering process that occurs in connection with or subsequent to Customer’s acceptance of these Terms. Late payments shall bear interest at the lower of either annual rate of 12% or the highest amount permitted pursuant to applicable law. Customer shall ensure that Gamitee receives full payment of all amounts due hereunder, without reduction for withholding or deduction for any reason.
8. Warranties; Disclaimer. Each party warrants that it has full corporate power and authority to execute these Terms and to perform its obligations hereunder; and all corporate action necessary for the authorization, execution, delivery and performance of these Terms by it have been taken. Gamitee represents and warrants that the Solution will perform in material compliance with applicable specification and, to its best knowledge, the Solution does not infringe the intellectual property rights of any third party. Subject to the foregoing, the Solution is provided “as is”. To the maximum extent permitted by applicable law, Gamitee disclaims all implied and statutory warranties, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose or non-infringement. Customer understands that the Solution is provided as part of a beta trial and, as such, is provided without warranties and accepts the use of the solution on that basis.
9.1 Gamitee Indemnification Obligations. Gamitee shall defend, indemnify and hold Customer harmless from and against any and all damages, costs, losses, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) which Customer may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party against Customer arising from any claims that the Solution infringes the intellectual property rights of a third party. Gamitee shall not have any liability to the extent any claim is the result of (a) Gamitee’s compliance with specifications provided by Customer, (b) the combination of the Solution with other hardware, software or Solution not provided by Gamitee, (c) the collection, use or transfer of Customer Data in compliance with these Terms, or (d) Customer’s actions, omissions or breach of these Terms. If the Solution shall be the subject of an indemnifiable claim, or Gamitee reasonably believes that the Solution shall be the subject of an indemnifiable claim, Gamitee may terminate these Terms with written notice.
9.2 Customer Indemnification Obligations. Customer shall defend and indemnify Gamitee (and its affiliates, officers, directors and employees) from and against any and all damages, costs, losses, liabilities or expenses (including court costs and attorneys’ fees) which Gamitee may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from the provision by Customer of any data not in compliance with applicable law.
9.3 Procedure. The obligations of either party to provide indemnification under these Terms will be contingent upon the indemnified party (i) providing the indemnifying party with prompt written notice of any claim for which indemnification is sought, (ii) cooperating fully with the indemnifying party (at the indemnifying party’s expense), and (iii) allowing the indemnifying party to control the defense and settlement of such claim, provided that no settlement may be entered into without the consent of the indemnified party if such settlement would require any action on the part of the indemnified party other than to cease using any allegedly infringing or illegal content or Solution. Subject to the foregoing, an indemnified party will at all times have the option to participate in any matter or litigation through counsel of its own election at its own expense.
10. Limitation of Liability. In no event shall Gamitee (or its directors, officers, affiliates, agents or employees) have any liability for any consequential, indirect, special or punitive damages, arising out of or relating to the Gamitee Software or Solution. The entire liability of Gamitee (or its directors, officers, affiliates, agents or employees) hereunder shall not exceed the total amount Customer has actually paid to Gamitee in respect of the Solution.
11. Term. These Terms shall be in effect commencing as of the date that they are accepted, and continuing for the period agreed between the parties, including in any online ordering process. Either party may terminate this Terms upon written notice if the other party shall materially breach these Terms and not cure such breach within 30 days of receipt of written notice thereof from the non-breaching Party. Upon any termination of these Terms, Customer shall cease all use of the Solution. Sections 2 – 13 of these Terms shall survive any termination or expiration thereof. Neither party shall have liability for the termination of these Terms in accordance with its terms.
12. Publicity. Gamitee may disclose that Customer is using the Solution, including by displaying Customer’s name and logo on Gamitee’s website and other marketing materials.
13. Miscellaneous. These Terms together with any agreed terms set forth in the online ordering process constitute the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements or understandings regarding the subject matter hereof. In the event of any conflict or inconsistency between the terms of these Terms and any other terms, including in any online ordering process, these Terms shall govern unless expressly set forth otherwise. Except as expressly set forth herein, these Terms may not be modified or amended except in a writing executed by both parties. If any part of these Terms shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Terms. Gamitee may assign its rights or obligations under these Terms to an affiliated company or to a purchaser of all or substantially all of Gamitee’s assets or share capital, or to any company succeeding to Gamitee’s business. Customer shall not assign any of its rights or obligations hereunder without Gamitee’s prior written consent. Assignments in violation of the foregoing shall be void. These Terms shall be governed by the laws of Israel, and the competent state or federal courts in Tel Aviv, Israel shall have exclusive jurisdiction to hear any disputes arising hereunder. Notwithstanding the foregoing, either party may seek an injunction or other equitable relief in any court of competent jurisdiction in order to prevent a breach or threatened breach of these Terms. Any notice to be provided to you pursuant to these Terms maybe provided to the email address or other contact information you have provided to us. Gamitee may provide any legal notices to the contact information provided by Customer upon registration.
Last updated: November 2020.