These Terms of Service are between BI.P.EYE Ltd. and its affiliates (“Company”, “BI.P.EYE”, “our”, “we” or “us”) and you, either individually, or on behalf of your employer or any other entity or organization which you represent (“you” or “your”).
We offer our users (“User(s)”) a Software as a Service BI data analysis platform (the “Platform”), in addition to our website located at https://bipeye.com/ and its subdomains (“Website”), offers visitors information about our company, technology, and information concerning our Platform, as well as demos and trials of our Platform (if and to the extent Company makes them available). The Platform together with the Website and other related services, except if otherwise designated specifically, shall be referred to herein as the “Services”.
By entering to, connecting to, accessing, or using the Services, you acknowledge that you have read and understood these Terms of Service (the “Terms of Service”), including our Privacy Policy located at https://bipeye.com/privacy.html (the “Privacy Policy”, and collectively with these Terms of Service, the “Terms”) and you agree to be bound by the Terms and to comply with all laws and regulations that apply to your use of the Services. You acknowledge and agree that these Terms constitute a binding and enforceable legal contract between the Company and you.
PLEASE READ THE TERMS CAREFULLY BEFORE USING THE PLATFORM AND/OR SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ENTER, CONNECT TO, ACCESS, OR USE THE PLATFORM AND/OR ANY OTHER COMPONENT OF THE SERVICES IN ANY MANNER.
ATTENTION - BI.P.EYE IS NOT A FINANCIAL ADVISOR, NOR DOES IT PRESENT ITSELF OR ANY OF BI.P.EYE PERSONNEL AS SUCH. BI.P.EYE’S PLATFORM AND SERVICES PROVIDE TECHNOLOGICAL TOOLS AND INCLUDE CERTAIN ANALYSIS METHODS, AND YOUR USE OF ANY INFORMATION, DATA, CONTENT, OR MATERIALS MADE AVAILABLE IN CONNECTION WITH THE PLATFORM/SERVICES IS ENTIRELY AT YOUR OWN RISK. BI.P.EYE DOES NOT RENDER FINANCIAL ADVISORY, BROKERAGE, OR INVESTMENT ADVISORY SERVICES. THESE TERMS, AND YOUR ACCESS TO THE PLATFORM/SERVICES, ARE NOT INTENDED TO CONFER ON BI.P.EYE OR ITS EMPLOYEES, DIRECTORS, OFFICERS, REPRESENTATIVES, AGENTS, CONTRACTORS, OR SERVICE PROVIDERS ANY FIDUCIARY, REGULATORY, OR CONTRACTUAL OBLIGATIONS TO ANY PERSON, AND BI.P.EYE DOES NOT INTEND TO ASSUME OR UNDERTAKE ANY OF THE FOREGOING BY ENTERING INTO THESE TERMS. THE PLATFORM SERVES SOLELY AS A PLATFORM THAT ENABLES ITS USERS TO COLLECT, ANALYZE, AND VISUALIZE THEIR BUSINESS DATA AND IT IS THE RESPONSIBILITY OF THE USER TO USE THE SERVICE EFFICIENTLY.
IF YOU USE OR ACCESS THE PLATFORM/SERVICES ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (SUCH AS YOUR EMPLOYER) THAT IS A CUSTOMER, YOU HEREBY REPRESENT, AGREE, AND ACKNOWLEDGE THAT YOU HAVE FULL POWER AND LEGAL AUTHORITY TO USE THE SERVICES AND TO BIND SUCH ENTITY TO THESE TERMS, AND IN SUCH EVENT, “USER” AS USED IN THESE TERMS SHALL REFER TO SUCH ENTITY.
1.1 Your Use Rights. Subject to your compliance with these Terms, and unless otherwise agreed in writing between you and Company, Company grants you a limited, worldwide, non-exclusive, non-assignable, not-tradeable, non-sub-licensable, fully and immediately revocable at our discretion, right, to access and use the Website and where you have purchased a subscription to use and access the Platform (a “Subscription”) in the scope of such Subscription, all solely for internal business purposes, in accordance with these Terms. Except as stated above, no other rights in the Platform/Services are granted. The Subscription membership and Service accessed through the Account (as such term is defined below) are for your personal and non-commercial use only and may not be shared with individuals or entities beyond your Subscription plan.
1.2 Use Restrictions. You may not and you shall not permit any person, and/or any third party to (i) copy, modify, distribute, publicly display, transfer or create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile, disassemble or reproduce the Services and/or the Platform, or any parts thereof, for any purpose, (ii) remove or delete any and all copyright notices, restrictions and signs indicating proprietary rights of Company and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Services, (iii) create a browser or border environment around the Website, and/or Platform, link, including in-line linking, to elements on the Website or Platform, such as images, posters and videos, and/or frame or mirror any part thereof or use the Services as a services bureau or otherwise to provide services which are in essence similar to the Services to third parties; (iv) transmit, distribute, display or otherwise make available through or in connection with the Services any content, in a manner which infringes third party rights, including intellectual property rights and privacy rights, or which may contain any unlawful content; (v) transmit or otherwise make available in connection with use of the Services any malware or any other computer code, file, or program 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; (vi) interfere with or disrupt the operation of the Services, or the servers or networks that host them or make the Services available; (vii) use the Services for and/or in connection with any illegal conduct and/or any form of spam, unsolicited mail or similar conduct; (viii) access and/or use the services, or any component thereof or content therein in order to build a competitive product or service; (ix) publish or disclose to any third party any technical features, quality, performance or benchmark test, or comparative analyses relating to the Services; (x) bypass any measures which are used to prevent, control or restrict access to the Services and/or certain functionalities therein; (xi) infringe or violate these Terms. You hereby agree that upon Company’s request, you will immediately return and purge from your systems all materials and copies of the same, collected, created, or used in breach of these Terms.
1.3 Modification of the Services. The Company may continuously update the Platform/Services with new capabilities or offerings or replace and/or discontinue some of the capabilities. You acknowledge and agree that some of the features and capabilities may be experimental and/or offered in limited versions or limited locations. In addition, the Company may at any time, in its sole discretion add or remove supported features and/or capabilities from the Platform. The User’s sole remedy in the event of such changes shall be, where such changes reflect a material decrease in functionality, to terminate any affected subscription to the Platform.
2.1 Account Registration. In order to use the Platform and certain Services, you must register and open an account through the Website or as otherwise directed by Company (the “Account”). To complete your Account registration, we will require certain information which will include your name, organization name, e-mail, your topic selection, and password as well as your consent for the Company to receive and process your Customer Data (as defined below). We may allow the Users to appoint an admin-user of the Platform (“Admin”) to invite other persons to join the Services as users associated with the Account (“End User(s)”), such persons will be required to first register to the Platform and open an Account.
2.2 Account Security. You are responsible for maintaining the confidentiality of the login credentials of the Account and for all activities that occur under your Account. You agree not to disclose your login credentials to any third party, and you are responsible for any use or misuse performed through your Account (including by any third party). We reserve the right to temporarily suspend or permanently terminate your Account if we determine that you or anyone on your behalf is using your Account in a manner that violates these Terms.
2.3 Order Form. You shall execute a purchase order in order to allow you access or to subscribe to the Services (the “Order Form”). An Order Form may specify and include, among others, the fees payable in consideration for your access to the Services (“Fees”), the scope of the Services, subscription plan and term, termination rights, additional payment, and billing terms. An Order Form may be executed in various ways (as we deem appropriate), including by click-accepting an Order Form displayed through the Website or otherwise in an online form, or by mutual acceptance in writing.
2.4 Payment of Fees. We may allow several means of payment such as bank transfer, payment through an online payment gateway, and other means we may make available from time to time. If we make online payment available through our Platform such payment option is executed via third-party payment clearance service providers or payment gateway providers, such as PayPal, Stripe, etc. (the “Payment Services”) that may be integrated and embedded in the Services. If you choose to proceed with online payment, then you: (i) agree to review and be bound by the relevant Payment Services’ terms of use and privacy policy; (ii) acknowledge that you may need to hold, or register, an active account at such Payment Services in order to complete a purchase and (iii) acknowledge that confirmation or rejection of your payment is not performed by us. We are not responsible or liable for any activities or conduct of any Payment Services, and you agree to hold us harmless, and expressly release us, from any and all liability arising from or in connection with any payment activity performed on our Services.
Unless otherwise agreed between the Parties in an Order Form, all Order Forms are final and may not be canceled or terminated for convenience by User or you. We may cancel or terminate an Order Form at any time, for convenience, by providing a written notice (including by email), provided that in such event we shall refund you any pre-paid unused Fees.
2.5 User Updates. If you wish to modify your Account information, or if you wish to terminate your Account, you may do so through your Account settings.
2.6 Subscription and Account Termination. Unless otherwise indicted in the Order Form, the Subscription will continue until terminated by the User. The User can terminate the Subscription at any time and will continue to have access to the Account through the end of the applicable billing period, and from that date, the User (and End User, to the extent applicable), will no longer be able to access the Account and the permissions, rights, and licenses granted to you under these Terms shall terminate.In addition, the provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the forgoing, the Intellectual Property, Disclaimer of Warranties, Limitation of Liability, Indemnification and General sections will survive the termination of the Terms. To terminate the Account and Subscription membership, go to the “Account” page and follow the instructions for termination. If you terminate the Subscription membership, your Account will automatically close at the end of your current billing period. NOTE THAT ACCOUNT TERMINATION MAY CAUSE LOSS AND/OR UNAVAILABILITY OF CONTENT, FEATURES, OR CAPACITY WITH REGARD TO YOUR ACCOUNT. THE COMPANY SHALL NOT BE LIABLE IN ANY WAY FOR SUCH UNAVAILABILITY AND/OR LOSS.
3.1 As between you and BI.P.EYE, BI.P.EYE owns all rights in and to the Services, the Platform, and BI.P.EYE’s Confidential Information (as defined below), including data models, architecture, analysis methods, techniques and tools, modifications, enhancements, derivatives, substitutes, or emulations of the aforementioned and any intellectual property rights therein, including any item which is the outcome of customization work, design, development, and implementation done by the Company, by or on your behalf or jointly by BI.P.EYE and you (or
3.2 Feedback. In the event that Users provide the Company with any suggestions, comments, or other feedback relating to Company’s services (collectively, “Feedback”), such Feedback is provided ‘As Is’ and is and will be deemed as the sole and exclusive property of Company and you hereby irrevocably assign to Company all of your rights, title and interest in and to all Feedback, if any, and waive any moral rights you may have in such Feedback. Without derogating from the foregoing, you hereby represent and warrant that you shall not provide any Feedback which is subject to any third- party rights or any limitations.
The Services may use or include third parties’ products, services, software, files, and components that are subject to third-party license terms (“Third Party Components”). Your right to use such Third Party Components as part of, or in connection with, the Services is subject to any applicable acknowledgments and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and these Terms, the licensing terms of the Third Party Components shall prevail only in connection with the related Third Party Components. Without derogating from Company’s warranties under these Terms, Company disclaims all liability related to any Third Party Components utilized in the Services. You acknowledge that we are not responsible for the products and services provided by such third parties, that the Company is not the author or owner of any Third Party Components, and that Company makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components.
Either party (a “Disclosing Party”) may disclose or make available to the other party (a “Receiving Party”) certain confidential information regarding its technology, operations, and business (“Confidential Information”). Receiving Party agrees to use the best reasonable industry measures to protect the confidentiality and not disclose the Confidential Information to any third party or use any Confidential Information except as required to provide or use the Services or the Platform in the scope of the parties’ engagement hereunder. Confidential Information shall not include information that Receiving Party can show by written evidence (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. Receiving Party shall not be prevented from disclosing Confidential Information pursuant to a binding court order or similar binding legal requirement for disclosure, 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.
6.1 BI.P.EYE’s Privacy Policy. We respect the privacy of our users and are committed to protecting the personal information you share with us or that we collect in connection with your use of the Services. In the scope of the provision of the Services, certain personal data may be collected, processed, stored, and analyzed. Such personal data may be obtained directly from Users (as data subjects) or from Admins that invited End Users, all in accordance with the Privacy Policy.
6.2 Your data originating from your network and assets, including your servers and computers using the Platform (the “Customer Data”) together with all reports and analysis produced through the use of the Platform pursuant hereto (the “Reports”), is and will remain at all times the property of yours. All Customer Data is and will remain at all times the property of yours. You grant us an irrevocable, perpetual, non-transferable, non-sub-licensable, non-exclusive, royalty-free right to use, have used, any depersonalized anonymous or statistical data, which does not identify you, and any derivative, or data which is derived or deducted by us from your use of the Platform pursuant hereto, for our analytics, research, development, internal uses and for the purpose of generating general insights, reports and publications with respect to our industry, products and performance.
The Services availability and functionality depend on various factors, such as communication networks, software, hardware, and Company’s service providers and contractors. The Company will make all reasonable efforts to have the Services materially available. Notwithstanding the foregoing, Company does not warrant or guarantee that the Services will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or will otherwise be error-free.
8.1 By using the Services and agreeing to the Terms, you represent and warrant to us: (i) that you are at least eighteen (18) years of age; (ii) that you have not previously been suspended or removed from the Services; and (iii) that your use of the Services is and shall be in compliance with any and all applicable laws and regulations.
8.2 The User shall be solely responsible for all conclusions, decisions, recommendations, advice, guidance, or instructions given based on the User’s use of the Services and shall be solely and fully responsible for any loss, injury, or damages incurred as a result or in connection with any decision made or action taken or not taken in reliance on such information or analytics made available through the Services. Nothing in these Terms shall be deemed to delegate or assign to BI.P.EYE, or to cause or obligate BI.P.EYE to assume any duty or obligation (including, without limitation, under any law or regulation) to any of your personnel, customers, or end-users. The User acknowledges and agrees that the use of any content, information, data, materials, or insights generated or made available through the Services is entirely at its own risk.
9.1 THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OR OPERATION OF THE SERVICES (OR ANY PART THEREOF). THE SERVICES AND THE PLATFORM, INCLUDING WITHOUT LIMITATION ANY CONTENT, MATERIALS, DATA, OR INFORMATION MADE AVAILABLE THERETHROUGH OR RELATED THERETO, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. COMPANY AND ITS AFFILIATES, INCLUDING ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS, PARENT COMPANIES, SUBSIDIARIES, AND OTHER AFFILIATES (COLLECTIVELY, “COMPANY AFFILIATES”), JOINTLY AND SEVERALLY, DISCLAIM AND MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE USABILITY, ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, LEGALITY, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF THE SERVICES AND OF ANY CONTENT, DATA, RESULTS, OR INFORMATION AVAILABLE, OBTAINED OR GENERATED IN CONNECTION WITH YOUR OR ANY USER’S USE OF THE SERVICES/PLATFORM.
9.2 COMPANY DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES/PLATFORM IS OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS. YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICES IS ENTIRELY, OR OTHERWISE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AT YOUR OWN RISK.
YOU RELEASE, AND AGREE, AT YOUR OWN EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES, FROM ALL LIABILITIES, CLAIMS, ALLEGED CLAIMS, LOSS, AND DAMAGES (OF EVERY KIND, WHETHER KNOWN OR UNKNOWN AND SUSPECTED OR UNSUSPECTED), AND INCLUDING REASONABLE ATTORNEY’S FEES RELATED IN ANY WAY TO: (I) YOUR BREACH OF THE TERMS, (II) YOUR USE OF, RELIANCE ON OR ACCESS TO THE SERVICES; (III) ANY PARTY WITH REGARD TO YOUR USE OF ANY CONTENT, INFORMATION, DATA, MATERIALS, OR INSIGHTS GENERATED OR MADE AVAILABLE THROUGH THE SERVICES. WE WILL PROVIDE YOU WITH WRITTEN NOTICE OF SUCH CLAIM, SUIT, OR ACTION AND WE WILL ALLOW YOU TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU HEREUNDER AS LONG AS YOU CONDUCT SUCH DEFENSE DILIGENTLY.
11.1 EXCEPT WITH RESPECT TO DAMAGES ARISING FROM THE COMPANY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL THE COMPANY AND/OR ANY OF THE COMPANY AFFILIATES BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM OR ARISING OUT OF THE SERVICES, USE OR INABILITY TO USE THE SERVICES, FAILURE OF THE SERVICES TO PERFORM AS EXPECTED, LOSS OF GOODWILL, LOSS OF DATA OR PROFITS, THE PERFORMANCE OR FAILURE OF COMPANY TO PERFORM UNDER THESE TERMS, AND ANY OTHER ACT OR OMISSION OF COMPANY BY ANY OTHER CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM THE CONDUCT OF ANY USERS.
11.2 IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS, THE COMPANY IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES, THE COMPANY’S LIABILITY SHALL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER TO COMPANY UNDER APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE, AND IF NO FEES WERE CHARGED, THEN COMPANY’S LIABILITY SHALL NOT EXCEED $100 USD. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU. IN ANY CASE NO ACTION MAY BE BROUGHT BY YOU IN CONNECTION WITH THE SERVICES MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION.
11.3 THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED ON AN ACTION OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR COMPANY’S PROVISION OF THE SERVICES TO YOU, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND EVEN IF COMPANY AND/OR ANY COMPANY AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES AND/OR DAMAGES.
Company may change these Terms from time to time, at its sole discretion and without any notice. We will notify you regarding substantial changes to these Terms on the homepage of the Website and/or via the Account, and/or we will send you notifications regarding such changes to the e-mail address available in your Company Account information. Such substantial changes will take effect seven (7) days after such notice was provided on our Website or on the Account or sent via email. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Services after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.
13.1 Relationship of the Parties. 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.
13.2 Governing Law and Jurisdiction. Any claim relating to the use of the Services will 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 your use of the Services will be brought in, and you hereby consent to the exclusive jurisdiction and venue in, the competent courts of the Tel-Aviv, Israel.
13.3 Assignment. You may not assign, sublicense, or otherwise transfer any or all of your rights or obligations under these Terms, without Company’s prior express written consent. We may assign our rights and/or obligations hereunder and/or transfer ownership rights in the Platform and Services (or any part thereof) to a third party without your consent or providing any prior notice.
13.4 Severability. 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 and will not affect the validity and enforceability of any remaining provision.
13.5 No Waiver. 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.
13.6 Entire Agreement. These Terms, together with any outstanding Order Forms executed pursuant thereto, constitutes the entire agreement and understanding of the parties relating to the subject matter hereof. These Terms supersedes all prior written and oral agreements and all other communications between the parties. Amendments to these Terms will be effective only if written and signed by the parties.
Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
If you wish to receive more information on these Terms, please contact us using the details provided below: [email protected]