Liniap Ltd. (“Liniap” or “us”,
“our”, “we”) provides a software development kit which allows the
tracking
of
mobile application use, installations and downloads (the “Service’). These Terms of
Service
(these “Terms”) govern your access and use of the Services, and any code provided
by
Liniap
that implements the Services (the “Liniap Code”). “You” means any
third
party that uses the Services.
Please read these Terms carefully. These Terms govern your use of the
Services
and
the
Liniap Code. You must accept these Terms prior to using the Services or the Liniap Code. By
downloading
or
installing the Liniap Code or using the Services, you signify your assent to these Terms. Changes
may
be
made to these Terms from time to time. We will make reasonable commercial efforts to notify you of
any
updates
to these Terms. Notwithstanding the foregoing, your continued use of the Services will be deemed
acceptance
to
amended or updated Terms. As such, you should check frequently to see if we have updated these
Terms.
The
most current version of the Terms is available at https://liniap.com/ru/terms-and-conditions.
If you do not agree to any of these Terms, please do not use the Services or the Software.
- License. Subject to the terms and conditions hereof,
during
the
Term we hereby grant you a limited, revocable, non-exclusive, non-transferable,
non-sublicenseable,
license
to use the Liniap Code together with related documentation, solely in order to integrate the
Liniap
Code into your own proprietary mobile application (your “Application”) in order
to
receive
the Services for your own internal uses.
- Registration. In order to use the Services, you will
be
required
to register with Liniap. You must provide all information as requested by Liniap in the
registration
process, and you represent and warrant that all such information shall be accurate and complete.
You
shall
keep such information up-to-date. You shall immediately notify Liniap if there is a security
breach
of
your account.
- Restrictions. Except as set forth expressly herein,
you
shall
not, and shall not permit any third party, to (a) reverse engineer or attempt to find the
underlying
code
of, the Services; (b) modify the Services, or insert any code or product, or in any other way
manipulate
the
Services in any way; (c) modify the Liniap Code in any way without our prior written consent,
(d)
sublicense, sell, or distribute the Liniap Code or bypass any security measure of Liniap with
respect
to the Services. You may not distribute the Liniap Code on a stand-alone basis, and your
Application
must
provide material functionality in addition to the Liniap Code and the Services. To the extent
any of
the
restrictions set forth in this Section are not enforceable under applicable law, you shall
inform us
in
writing in each instance prior to engaging in the activities set forth above.
- Your Application. You represent and warrant that your
Application
(a) does not infringe the intellectual property rights of any third party, (b) does not contain
any
defamatory, libelous, obscene or otherwise offensive material, (c) complies with all applicable
law
and
regulations, (d) does not collect or use the data of end users in any manner not clearly and
accurately
disclosed pursuant to a privacy policy that complies with applicable law and regulations, and
(e)
does
not
contain any worms, viruses, spyware, adware or other malicious or intrusive software.
Furthermore,
you
represent and warrant that you provide to users a clear description of all material
functionality of
your
Application.
- Intellectual Property. You shall have all right,
title
and
interest in your Application, and we shall have all right, title and interest in the Liniap Code
and
the
Services. Liniap does not request your feedback regarding the Liniap Code and the Services.
Notwithstanding the foregoing, if you provide Liniap with any feedback regarding the Liniap Code
and
the Services, Liniap 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. Nothing herein shall be
interpreted
to
provide you any rights in the Liniap Code or the Services except the limited license to use the
Liniap
Code and receive the Service as set forth herein.
- Liniap’s Confidentiality Obligations. Insertion of
the
Liniap Code in your Application allows Liniap to track data concerning the characteristics and
activities of users of your Application (“Application Data”). Liniap will
employ
industry-standard security measures to ensure that your Application Data is not disclosed to
third
parties.
Subject to the terms and conditions of Liniap’s Privacy Policy, which you should review, Liniap
will
not disclose Application Data to third parties or use your Application Data for any purpose
other
than
providing you with the Services. Notwithstanding the foregoing, Liniap may use statistical data
derived
from your Application Data as set forth in our Privacy Policy. All of Liniap employees that have
access
to the Application Data have executed written agreements that contain non-disclosure and non-use
provisions
substantially similar to those contained herein. Liniap does not collect or use any information
that
personally identifies any of your end users. If Liniap does come into possession of such
information,
however, such information shall be subject to all of the non-use and non-disclosure provisions
herein
and in
the Privacy Policy.
- Application Data. The collection and use of
Application
Data is an integral element of the Services, and you expressly consent to such collection and
use of
Application Data in accordance with our privacy policy, as may be amended from time to time in
our
sole
discretion. A current copy of our privacy policy is available at Privacy Policy (the “Privacy
Policy”). You represent and warrant that you are permitted to collect such
Application
Data
for
provision and analysis to Liniap as set forth herein pursuant to your Application’s privacy
policy.
- Your Confidentiality Obligations. Liniap may disclose
to
you
certain confidential information regarding its technology and business (“Confidential
Information”). You agree to keep confidential and not disclose or use any
Confidential
Information except to support your use of the Services. Confidential Information shall not
include
information that you can show (a) was already lawfully known to or independently developed by
you
without
access to or use of Confidential Information, (b) was received by you 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 you provide us with prompt notice of such
requirement
and
cooperate in order to minimize such requirement. you shall restrict disclosure of Confidential
Information
to those of your 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. You will not disclose
any
information regarding the results of any testing or evaluation of the Services to any third
party
without
our prior written consent.
- Analytics. Liniap shall provide you with information,
reports
and analytics in respect of the Application Data (“Analytics”). Liniap makes no
warranty
that the Analytics provided shall be useful to your business. You are solely responsible for any
action
you
may take based on the Analytics, and in making any decision you should take into account the
possibility
that information provided by the Analytics may not correctly reflect current or future trends.
- Support. You may contact us with regard to support
for
the
Services by sending an email to support@liniap.com.
- Service Levels. Liniap does not guarantee the
Services
will
be
operable at all times or during any down time (a) caused by outages to any public Internet
backbones,
networks or servers, (b) caused by any failures of your Application, equipment, systems or local
access
services, (c) for previously scheduled maintenance or (d) relating to events beyond Liniap’s
control
such
as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor
conditions,
earthquakes, natural disasters, or interruptions in Internet services to an area where Liniap or
your
servers are located.
- Indemnification. You shall defend, indemnify and hold
harmless
Liniap (and its affiliates, officers, directors and employees) from and against any and all
damages,
costs, losses, liabilities or expenses (including court costs and reasonable attorneys’ legal
fees)
which
Liniap may suffer or incur in connection with any actual claim, demand, action or other
proceeding
by
any
third party arising from or relating to any breach of these Terms by you. You may not settle or
compromise
such suit without our consent, not to be unreasonably withheld. Liniap may be represented in any
such
suit by counsel of its own choosing at its own expense.
- Disclaimer of Warranties. YOU ACCEPT THE Liniap
CODE
AND
SERVICES “AS IS” AND ACKNOWLEDGE THAT Liniap MAKES NO OTHER WARRANTY AND DISCLAIMS ALL IMPLIED
AND
STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS
FOR A
PARTICULAR PURPOSE OR NON-INFRINGEMENT.
- Limitation of Liability. IN NO EVENT SHALL Liniap,
ITS
DIRECTORS, OFFICERS, FOR ANY CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL OR PUNITIVE DAMAGES,
ARISING
OUT
OF OR
RELATING TO THE SERVICES OR THE ARRANGEMENTS CONTEMPLATED HEREIN. IN ANY CASE, Liniap’S
ENTIRE
LIABILITY FOR THE PROVISION OF THE SERVICES OR UNDER ANY PROVISION OF THESE TERMS SHALL NOT
EXCEED
THE
AMOUNT OF PAYMENT RECEIVED BY Liniap FROM YOU IN THE 12 MONTHS PRECEDING THE APPLICABLE CLAIM.
- Term. The term of this agreement
(“Term”)
shall commence on the date you accept these Terms (or insert the Liniap Code into your
Application)
and
shall continue unless terminated by either party with 30 days notice. Liniap may terminate this
Agreement
with written notice if it has reason to believe that you are in breach of these Terms. Upon any
termination
or expiration of these Terms, Liniap will cease providing the Services, and you will delete all
copies
of
the Liniap Code from your Application. In the event of any termination (a) you will not be
entitled
to
any refunds of any fees, and (b) any outstanding balance for Services rendered through the date
of
termination will be immediately due and payable in full and (c) all of your historical report
data
will
no
longer be available to you unless a purchase or professional services agreement for the exchange
and
transfer of such data is entered into as a component of termination. Sections 3-18 of these
Terms
shall
survive any termination thereof.
- Publicity. You agree that Liniap have the right to
reveal
the
fact that you are using the Services, including by displaying your name and logo in Liniap’s
website
and
other marketing materials.
- Miscellaneous. These Terms represent the entire
agreement
between
the parties regarding the subject matter hereof and supersedes any and all other agreements
between
the
parties, whether written or oral, regarding the subject matter hereof. These Terms may not be
modified
or
amended except in a writing executed by both parties. These Terms may be executed in two
or
more
counterparts, each of which shall be deemed an original, but all of which together shall
constitute
one
and
the same instrument. A waiver of any default hereunder or of any of the terms and conditions of
these
Terms
shall not be deemed to be a continuing waiver or a waiver of any other default or of any other
term
or
condition, but shall apply solely to the instance to which such waiver is directed. Liniap may
provide
you with notices required hereunder by contacting you at any email address you have provided,
including
in
your registration information. Liniap may assign its rights or obligations pursuant to these
Terms.
You
agree not to assign any rights under these Terms; any attempted assignment shall be null and
void.
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
these
Terms which shall remain in full force and effect. These Terms shall be governed by the laws of
the
State of
Israel, and the competent courts in the city of Tel Aviv shall have exclusive jurisdiction to
hear
any
disputes arising hereunder.