These Mmuze Terms & Conditions ("Terms") and the Order Form (collectively, the "Agreement") govern the use by the entity set forth in the Order ("Client") of Mmuze's artificial intelligence messaging service which allows the Client to provide its customers with smart product recommendations from the Client's ecommerce website (the "Client Properties") through Facebook Messenger or any other third party service which Mmuze may make available to the Client in the future (collectively, the "Service").
Subject to these Terms, Mmuze shall provide the Client the Service in connection with the Client Properties. Client hereby grants Mmuze a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Client's (i) online catalog and inventory on the Client's Properties (the "Inventory"); and (ii) display any image or link to or associated with the Inventory on third party sites, solely for the purpose of providing the Service to Client.
All intellectual property rights in the Service and any part thereof, including any and all derivatives, changes and improvements thereof (the "Mmuze Technology") lie exclusively with Mmuze. Client shall not, and shall not let any third party; (i) attempt to infiltrate, hack, reverse engineer, decompile, or disassemble the Mmuze Technology or any part thereof for any purpose; (ii) represent that it possesses any proprietary interest in the Mmuze Technology or any part thereof; (iii) directly or indirectly, take any action to contest Mmuze Technology's intellectual property rights or infringe them in any way; (iv) except as specifically permitted hereunder, use the name, trademarks, trade-names, and logos of Mmuze. All intellectual property rights in the Client Properties, including the Inventory, lie exclusively with Client or its licensors.
Client hereby warrants, represents and covenants that: (i) the Client Properties, content provided on the Client Properties and the products and services offered by Client do not infringe upon any third party's rights, including but not limited to intellectual property rights, privacy rights and publicity rights; (ii) Client has fully complied with any third-party licenses, permits and authorizations required in connection with such Client Properties; (iii) the Client Properties do not contain any viruses, worms, Trojan horses or other harmful or destructive code or content; (iv) the Client Properties do not install any hidden components or bundle any additional software; (v) the Client will comply with all applicable laws in its performance of this Agreement, including all applicable privacy laws and regulations; and (vi) the Client Properties and the products offered by Client are not offensive, obscene or libelous, do not include any offensive material, do not offer or contain gambling products, counterfeit goods, tobacco, firearms, sexually explicit content, illegal products and does not violate the right of privacy or publicity of any end user or other third party.
Client shall provide Mmuze with periodic weekly reports or access to its online reporting system with respect to Generated Revenue.
In consideration for the provision of the Service, the Client shall pay Mmuze fees, as set forth in the order. In case the fees, as set forth in the Oder include a percentage of the Generated Revenues, "Generated Revenues" means the total gross amount received by Client from orders for Inventory placed by end users within 5 days from when the end user clicked on the link to the Inventory through the Service, but excluding any sales tax, value added tax or such similar taxes charged to the end user for such product. The Client shall pay any and all amounts due under the Order within 30 days of the date of invoice, unless otherwise stated in the Order. All amounts payable under this Agreement are exclusive of any taxes (including, without limitations, sales tax, VAT, and similar taxes to the extent applicable). Client is solely responsible for payment of any taxes resulting from the Service and any right granted hereunder. If any such taxes are required to be withheld, Client shall pay an amount to Mmuze such that the net amount payable to Mmuze after withholding of taxes shall equal the amount that would have been otherwise payable under this Agreement. All payments not made when due, shall be subject to a late charge of 1.5% per month or the maximum lawful rate, whichever is less, compounded for the entire overdue period.
EXCEPT FOR THE WARRANTIES PROVIDED IN THIS AGREEMENT, MMUZE PROVIDES THE SERVICE ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, AND FITNESS FOR PARTICULAR PURPOSE OR ACCURACY. MMUZE DOES NOT WARRANT THAT THE SERVICE WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION.
The Services may use third-party technology, websites or resources. Mmuze is not responsible or liable in any way for the content, products or services on or available through the use of such third party technology, websites or resources.
Each party acknowledges that it may have access to certain confidential information of the other party ("Confidential Information"). Confidential Information will include all information in any form that under the circumstances of its disclosure, should reasonably be considered confidential, including but not limited to trade secrets. Each party agrees that it will not use Confidential Information of the other party in any way, except as expressly required for the purposes of this Agreement, nor will it disclose to any third party (except as required by law or to that party's attorneys, accountants and other advisors as reasonably necessary on a need to know basis) any of the other party's Confidential Information and it will take reasonable precautions to protect the confidentiality of such information.
9.1. Client shall defend, indemnify and hold harmless Mmuze, from and against any claims, damages, costs, liabilities and expenses (including reasonable attorneys' fees) ("Loss") arising out of or related to: (a) the Client Properties; and (b) Client's breach of its obligations and warranties under Section 3. 9.2. Mmuze shall defend, indemnify and hold Client harmless, from and against any Loss pursuant to a third party claim arising out of an allegation that the Service infringes any intellectual property right of a third party. The foregoing indemnification shall not apply to any claims relating to any infringement due to the images and links of Inventory provided by the Client or the Client Properties. 9.3. The indemnified party shall provide the indemnifying party with: (a) prompt written notice of such claim; (b) sole control over the defense and settlement of such claim; and (c) information as may be reasonably requested by the indemnifying party.
MMUZE'S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO MMUZE DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL MMUZE BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT MMUZE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The Agreement shall commence on the Effective Date of the Order and shall remain in effect until terminated by either party in accordance with the terms of this Agreement (the "Term"). Either party may terminate this Agreement by providing the other party with 30 days prior written notice. Either party may terminate this Agreement by giving written notice to the other party if: (i) the other party breaches a material provision of this Agreement and fails to cure the breach within seven days after being given written notice thereof; (ii) the other party is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party; or any petition by or on behalf of such party is filed under any bankruptcy or similar laws. Upon termination or expiration of this Agreement for any reason whatsoever, Client will immediately cease use of the Service and each party shall return to the other party all of the other party's Confidential Information then in its possession. Sections ?2, ?4, ?5, ?6, ?7, ?8, ?9, ?10, ? ?11, 12 and 13 shall survive any expiration or termination of this Agreement
This Agreement is governed by and construed exclusively in accordance with the laws of the State of Israel, without regard to the principles of conflict of laws. Any and all disputes and controversies arising out of or in connection with the Agreement shall be brought exclusively before courts in Tel Aviv, Israel and shall take place in the English language.
Neither party may transfer or assign its rights or obligations under this Agreement without the prior written consent of the other party, except for an assignment to an affiliated entity or in the case of a merger, reorganization, or acquisition of substantially all assets of the applicable party. Any purported assignment contrary to this section shall be void. This Agreement constitutes the entire agreement between the parties and supersedes any previous agreements or representations, either oral or written with respect to the subject matter of this Agreement. In the case of conflict between these Terms and the terms set out in the Order, the terms in the Order shall prevail. All amendments may be made only in writing. All notices shall be in writing and delivered either personally, or by registered mail or courier, to the address and contact of the parties or by email, as set forth in the Order. Any such notice shall be deemed given five business days after being placed in the mail, or one business day after personal delivery or email. Any failure by a party to insist upon or enforce performance by the other of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law will not be construed as a waiver of such right.