READ THIS AGREEMENT (THE “AGREEMENT”) CAREFULLY IN ITS ENTIRETY BEFORE USING THE ONLINE PLATFORM OF TERRIFIC INNOVATION LTD. (“TERRIFIC”). This Agreement constitutes a binding agreement between You and Terrific, regarding the use of the Platform (as defined below), and any of its upgrades and updates. “You” means all users of the Platform. You accept this Agreement each time You access the Platform.
ALL USE OF THE PLATFORM, IS AND SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. BY ACCESSING OR USING THE PLATFORM, AND/OR USING A LINK (AS DEFINED BELOW), YOU ARE CONFIRMING THAT YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD IMMEDIATELY EXIT THE PLATFORM AND CEASE ANY USE OF THE PLATFORM.
TERRIFIC MAY REVISE THIS AGREEMENT AT ANY TIME BY POSTING AN UPDATED VERSION TO THE PLATFORM. IF THE TERMS OF THE AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
- General. Terrific’s platform provides certain e-commerce services to third-party merchants and marketing and sales companies (each, a “Seller”), enables the Sellers to market and promote their brand and products (the “Seller’s Products”), through an interactive live stream session, while using an Agora.io real-time broadcasting and communication software (the “Platform”).
- Your access to the Platform will be through a designated link distributed by the Seller or on its behalf, or implemented in the Seller’s Website (as defined below) (the “Link”), to a livestream page for the operation by the Seller of a livestream event during which the Seller market and promote the Seller’s Products (each, an “Event”).
- Your Responsibilities. You represent and warrant that you will use the Platform in accordance with the terms of this Agreement. You acknowledge and accept that Terrific will have the right to review and monitor your use of the Platform to ensure compliance with the terms of the License and this Agreement.
You acknowledge and accept that Terrific will have the right to review and monitor your use of the Platform to ensure compliance with the terms of the License and this Agreement.
You will be responsible for any and all activity that occurs under Your access to the Platform, and agree to use reasonable efforts to prevent any unauthorized access or use of the Platform, and any device that You use to access the Platform. - Your Undertakings. By using the Platform, You represent, acknowledge and agree that:
4.1. You are at least 18 years of age, or if You are under 18 years of age but are at least 13 years old (a “Minor”), that You are using the Platform with the consent of Your parent or legal guardian and that You have received Your parent’s or legal guardian’s permission to use the Platform and agree to the terms of this Agreement. If You are a parent or legal guardian of a Minor, You hereby agree to bind the Minor to this Agreement and to fully indemnify and hold Terrific harmless if the Minor breaches this Agreement. If You are not at least 13 years old, You may not use the Platform at any time or in any manner;
4.2. Terrific may from time-to-time issue upgraded and updated versions of the Platform, and may automatically electronically upgrade the current version of the Platform, and You further consent to such automatic upgrades of the Platform, and agree that this Agreement will apply to all such upgrades. Such upgrades and updates may involve, without limitation, updating the functionality, user interface, usability and other user documentation, information relating to the Platform and all of its features, from time to time, in Terrific’s sole discretion.
4.3. Standard third party’s carrier data charges may apply to Your use of the Platform;
4.4. You have the right, authority and capacity to enter into this Agreement and to abide by all the terms and conditions of this Agreement;
4.5. You will be responsible for obtaining and maintaining at Your expense all necessary computer hardware, Platform, modems, connections to the internet and other items required to access the Platform, and that such equipment is compatible with the Platform; and
4.6. (i) You are not located in a country that is subject to any sanctions or embargos by the State of Israel, the United States or the European Union, or that has been designated by the State of Israel, the United States or the European Union as a “terrorist supporting” country; and (ii) You are not listed on any list of prohibited or restricted parties published by the State of Israel, the United States or the European Union. - User Content. Certain functionality of the Platform may permit or require You to submit or post comments, reviews, feedback, information, data, text, images, videos, audio recordings, messages, or other materials, before, during or after an Event (collectively, the “User Content”). You agree that You have the right to provide such User Content, and that You are solely responsible for all of the User Content, and Terrific will not be in any way responsible or liable for such User Content.
You undertake that:
5.1. the User Content does not violate any law (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising), or any third-party privacy or intellectual property rights (including, but not limited to, copyrights);
5.2. the User Content is not, and may not reasonably be considered to be, defamatory, libelous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, or unlawfully harassing to any individual, partnership or corporation, vulgar, pornographic, obscene, or invasive of another’s privacy;
5.3. You were not and will not be compensated or granted any consideration by any third-party for submitting the User Content;
5.4. the User Content does not incorporate materials from a third-party website, addresses, email addresses, contact information, or phone numbers (other than Your own or otherwise have the right to provide);
5.5. the User Content does not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files, nor does it contain or constitute any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; and
5.6. the User Content is not considered as confidential, and does not contain any information that You consider confidential, proprietary, or personal.
You further acknowledge and accept that:
5.7. Terrific may, but is not obligated to, pre-screen the User Content or monitor the Platform where User Content may be submitted. Terrific may at any time, and at its sole discretion, remove or refuse any User Content for any or for no reason, either during a live Event or thereafter, without any obligation to inform You of such removal or refusal. Further, Terrific also reserve the right to remove or refuse to publish any User Content, in whole or in part, if Terrific believes that such User Content may violate this Agreement, the law or any third-party rights, or for any other reason, at its sole discretion.
5.8. Terrific does not warrant that any User Content, or any results of processing the User Content, will never be accessible by others.
5.9. The pricing and discount on any Seller’s Product are under the control of the Seller and may be limited to a specific Event or during a limited period.
5.10. Terrific may disclose any User Content or activity to any other third party if Terrific believes that such disclosure is reasonably necessary to comply with any law, regulation, legal process or government request. Terrific is not obligated to inform You of any of such disclosures.
5.11. Terrific shall have the right to store, collect and analyze the User Content and other data and information relating to the provision, use and performance of various aspects of the Platform and related systems and technologies (“Usage Data”). The Platform may be implemented using machine learning and artificial intelligence technologies, with features and implementations designed to generate statistics, calibrate data models, and improve algorithms in the course of processing User Content and Usage Data (collectively, “AI Processing”). Terrific has the right to use such AI Processing for testing, tuning, optimizing, validating, or otherwise enhancing the analytics, models, or algorithms underlying the Platform. You will not have any rights in or to any part of the Platform or the AI Processing generated by Terrific or the AI Processing generated in the course of providing the Platform. - Platform Content. You hereby acknowledge that the Platform may include descriptions, information, patterns, projections and any other data, including with respect to the Seller’s Products (the “Platform Content”).
The Platform Content is provided on an “as is” basis, and Terrific does not make, and fully disclaims, any representations or warranties of any kind what so ever with respect to the Platform Content, whether orally or in writing, express or implied, to the maximum extent permitted by law, including any representation that the Platform Content will be interference or error-free, or with regard to the merchantability, fitness for a particular purpose, reliability, or accuracy of the Platform Content, non-infringement or any other violation. The Platform Content is intended for promotional purposes only, and does not purport in any way to be accurate, current or complete.
You are hereby cautioned not to place reliance on any Platform Content, including for the purpose of making any decisions to purchase any of the Seller’s Products. Any reliance on any portion of the Platform Content is at Your sole risk and You shall bear sole responsibility with respect to Your decisions made relying on the Platform Content. Terrific is not and will not be liable for any use of, or reliance on, the Platform Content, and bears no liability for the Platform Content, its correctness and/or for any use that is made of it. You are advised to consider making further inspections and review of additional materials, not related to the Platform, with respect to any Seller’s Product. - Title & Ownership. All intellectual property rights, including, without limitation, rights in copyrights, trade secrets, trademarks, tradenames (including the trademark and tradename ‘Terrific’), design right, inventions, source codes, algorithms, patents (as well as applications therefor, continuations and re-issuances, know how, and any content embedded therein, and all improvements, derivatives, modifications and discoveries thereof and goodwill associated therewith) whether registered or not, now existing or subsisting or hereafter developed, evidenced by or embodied in, or attached/ connected/ related to the Platform (including, without limitation, the Platform’s source code, user guides, and any other documentation), are and shall be owned solely by Terrific or its licensors. Except for the License, and as expressly provided herein and subject thereto, no other rights or licenses, expressed or implied, are granted to You by Terrific with respect to the Platform or any other of Terrific’s intellectual property rights.
Without derogating from the above, if You provide us with any creative ideas, suggestions, improvements, enhancements or derivatives regarding the Platform and its use (collectively, the “Feedback”), then any such Feedback will be solely owned by Terrific, and You will have no right or title therein. Terrific shall be entitled to unrestricted use of such Feedback for any purpose whatsoever, commercial or otherwise, without any compensation to You or any other third party. - Prohibited Uses. You agree not to (a) edit, alter, modify, merge, adapt, or otherwise change the whole or part of the Platform, nor permit the whole or any party of the Platform to be combined with or become incorporated in any third-party platform; (b) sell, license, sub-license, lease, assign, transfer, pledge, or share Your rights under the License with or to anyone else, or otherwise allow any third-party to use the Platform on behalf or for the benefit of any third-party; (c) copy, modify, disassemble, decompile, reverse engineer, revise or enhance the Platform, or otherwise translate or attempt to discover the Platform’s source code; (d) bypass, circumvent, damage or otherwise interfere with Platform, including any security or other features of the Platform, or otherwise access or use the Platform in a manner inconsistent with normal usage; (e) use the Platform in any way which breaches any applicable local, national or international laws, rules and regulations in the country in which the Platform is being used; (f) gain unauthorized access to the Platform, including using one end user’s License on more than one end user, to other users’ names or personally identifiable information, or to other computers or websites connected or linked to the Platform; (g) post, transmit or otherwise make available any virus, worm, spyware or any other computer code, file or program that may or is intended to disable, overburden, impair, damage or hijack the operation of any hardware, platform or telecommunications equipment, or any other aspect of the Platform or communications equipment and computers connected to the Platform; (h) You agree not to submit through the Platform any content (including with respect to the User Content) that is or could be interpreted to be defamatory, libelous, inaccurate, unlawful, harmful, threatening, abusive, harassing, vulgar, offensive, obscene, pornographic, objectionable, hateful, or promotes discrimination, bigotry, racism, or hatred, as determined by Terrific in its sole discretion; (i) submit any copyrighted or trademarked materials without the express permission from the owner to the Platform; or (j) use the Platform for any purpose that Terrific may, at its sole discretion, consider to be a breach of this Agreement. The restrictions set forth in this Section 8 (collectively, the “Unlicensed Activities”) are limitations on the scope of the License granted in this Agreement. Any attempt to perform any of the Unlicensed Activities shall entitle Terrific to terminate this Agreement or suspend the License.
- Links to Third-Party Sites. The Platform may occasionally contain links, content, advertisements, promotions, logos and other materials (the “Third-Party Materials”) to third-party platforms, websites or software (“Third-Party Sites”). If You use such Third-Party Materials, you will leave the Platform. Terrific does not verify or make any representations, or takes any responsibility for such Third-Party Sites, including the truthfulness, accuracy, quality, or completeness of the content, services or links displayed therein, or any other activities conducted on or through the Third-Party Sites. Terrific does not endorse or make any representations about Third-Party Sites or any information, material, or results that may be obtained through the use of Third-Party Sites, and Terrific hereby cautions You to ensure that You understand the risks involved in using such Third-Party Sites. If You decide to access any Third-Party Site, You do this entirely at your own risk, and You must follow the privacy policies and the terms and conditions for such Third-Party Sites. Terrific provides these Third-Party Materials to You solely for convenience purposes, and under no circumstances You will hold Terrific liable, directly or indirectly, for any loss or damage caused by use of or reliance on any content, goods or services available on any Third-Party Site.
- Seller’s Website. The Seller’s Products are implemented in the Platform for promotional purposes only, and the purchase of the Seller’s Products will be processed separately through the Seller’s website, system or platform (as applicable) (the “Seller’s Website”). If You elect to purchase any of the Seller’s Products promoted during an Event, You will be transferred to the respective Seller’s Website and will leave Terrific’s Platform. The use of the Seller’s Website is not regulated under the terms of this Agreement and is subject to the terms and conditions and privacy policy contained at the Seller’s Website.
The Seller is solely responsible for, without limitation, (i) the marketing, sale, distribution, delivery, shipping, supply and returns of the Seller’s Products; (ii) the quantity and quality of the Seller’s Products, and any use thereof; (iii) the pricing and discounts on any Seller’s Product promoted during or after an Event, and the processing of the purchase of the Seller’s Products; and (iv) obtaining and maintaining all governmental licenses, permits, registrations and approvals which are necessary to implement and perform the Seller’s obligations, including without limitation, for the import, marketing, distribution and sale of the Seller’s Products, and comply with all applicable laws and regulations with respect thereto. Under no circumstances You will hold Terrific liable, directly or indirectly, for any loss or damage caused by the use of or reliance on any services, content or goods available on the Seller’s Website or otherwise in connection with the Seller’s Products. The provisions of this Section 10 shall be addition to, and shall not derogate from, the terms of Section 9 above. - Data and Privacy. Terrific’s privacy policy, available at the Platform, sets forth the information Terrific collects and receives, the manner in which it is used by Terrific, and the parties’ respective rights with respect to such information (the “Privacy Policy”). By agreeing to the terms of this Agreement, You hereby confirm that you also accept and agree to the Privacy Policy.
- Limited Warranty. Terrific warrants that the Platform will perform in substantial compliance with this Agreement, provided that it is used on the computer hardware and with the operating system for which it was designed (the “Warranty”). Terrific’s commitments do not include downtime to extent resulting from previously scheduled maintenance and events beyond Terrific’s reasonable control, including, but not limited to, any down time caused by (a) outages to any public internet backbones, networks or servers; (b) any failures of Your system, equipment, etc.; or (c) acts of God or force majeure (as defined in Section 17.5 below. The following are excluded from the Warranty: (i) insignificant defects, such as errors that can be easily corrected and will not show up as a performance defect; (ii) defects discovered in the Platform that have been modified, altered, or enhanced without Terrific’s prior consent; and (iii) other damage caused by abuse, misuse, neglect, adjustment, improper storage, or unauthorized repair or installation, or by the misuse of the Platform.
- Indemnification. You agree to indemnify and hold Terrific and its shareholders, officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third-party that Your use of the Platform, violates any applicable law or the rights of any third-party.
- Warranty Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN SECTION 12 HEREIN, THE PLATFORM IS PROVIDED “AS-IS”, “AS-AVAILABLE” AND “WITH ALL FAULTS” BASIS, AND TERRIFIC MAKES NO OTHER WARRANTIES AND EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. TERRIFIC DOES NOT HAVE ANY OBLIGATION TO MONITOR THE USE OF THE PLATFORM AND IT IS NOT RESPONSIBLE FOR THE AVAILABILITY, ACCURACY, APPLICABILITY OR LEGALITY OF ANY INFORMATION, DATA OR DOMAIN. FURTHER, TERRIFIC DOES NOT REPRESENT OR WARRANT THAT: (I) THE PLATFORM SHALL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED; (II) THE PLATFORM SHALL NOT CONTAIN ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY; (III) THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR THAT IT WILL BE ABLE TO BE USED AT ANY TIME; (IV) THE PLATFORM WILL MEET YOUR REQUIREMENTS. TERRIFIC SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS OR ALTERATION TO THE PLATFORM AND WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSS INCURRED TO YOU OR ANY OTHER THIRD-PARTY AS A RESULT OF OR IN CONNECTION WITH THE USE OF OR RELIANCE ON THE PLATFORM, OR IN CONNECTION WITH ANY INFORMATION DERIVED THROUGH THE PLATFORM. THE USE OF THE PLATFORM IS AT YOUR SOLE RISK AND YOU SHALL BEAR SOLE RESPONSIBILITY FOR SUCH USE. IN ADDITION, TERRIFIC SHALL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS TO YOUR SYSTEMS OR FOR THE USE OF THE PLATFORM BY YOU.
- Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TERRIFIC BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER 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 TERRIFIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TERRIFIC’S MAXIMUM AGGREGATED LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED USD 1,000. - Term and Termination. This Agreement shall be in effect from the date You first use the Platform. Terrific shall be entitled to terminate or suspend this Agreement or Your License immediately in the event of Your failure to comply with the terms of this Agreement, or any breach by You of the terms herein.
Upon termination of this Agreement, the License shall immediately expire and You shall immediately discontinue all further use of the Platform. Sections 5, 7 and 10 to 17 of this Agreement shall survive any termination of this Agreement. - General
17.1. Severability. If any part of this Agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of this Agreement and shall not affect the validity and enforceability of any of the remaining provisions of this Agreement. In such cases, the rest of the Agreement shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.
17.2. Assignment. Terrific reserves the right to transfer, assign, sublicense or pledge this Agreement, at its sole discretion. You may not transfer, assign, sublicense or pledge in any manner whatsoever any of Your rights or obligations under this Agreement without the prior written consent of Terrific.
17.3. Waiver. No delay or failure by either party to exercise any right or remedy under this Agreement will constitute a waiver of such right or remedy.
17.4. Governing Law & Jurisdiction. This Agreement is governed by the laws of the State of Israel, and the competent courts in Tel Aviv-Jaffa, Israel shall have exclusive jurisdiction in any conflict or dispute arising out of this Agreement.
17.5. Force Majeure. If either party is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of such party, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes, such party’s performance shall be excused and the time for performance shall be extended accordingly provided that such party immediately takes all reasonably necessary steps to resume full performance.
17.6. Notices. All notices and other communications hereunder shall be in writing and shall be delivered in person (including by overnight courier), mailed by registered or certified mail (postage prepaid, return receipt requested), or email. Either party may change its contact information by providing the other party with notice of the change in accordance with this section.
17.7. Headings. The section headings contained in this Agreement are inserted for convenience and are not intended to be part of or to affect the interpretation of this Agreement.