Terms of Service

PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND REGISTERING FOR, ACCESSING AND/OR USING THE BONOBO SERVICE.

By accepting these terms of Service (the “Terms”), or accessing and using the Bonobo Service (defined below) or website, www.bonobo.ai (“Site”; for clarity, the term “Site” includes all Content (defined below) on the Site, but excludes the Service, unless otherwise specified herein), you acknowledge that you have read and understood and agree to comply with the terms of service below, and are entering into a binding legal agreement with Bonobot Technologies Ltd. (“Bonobo”, “us”, “we” or “our”). If you are entering into these Terms on behalf of your employer or other legal entity, you represent and warrant that you have full authority to bind said employer or other legal entity to these Terms. If you do not agree to comply with and be bound by these Terms or do not have authority to bind your employer or other legal entity, please do not accept these Terms or access or use the Service. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. For clarity, the term “you” or “your” apply to any Authorized User (defined below) of the Site and/or Service, within your Organization, as the case may be. “Organization” means the company, organization or entity that you either represent or belong to and that defines the group that is using our Service.

1.          Description of the Service and Site

1.1.     Service. The service provided by Bonobo consist of a customer relationship management, analytics, marketing automation, conversation optimization and personalization tools for conversational interfaces and other apps, and includes other service and tools offered by Bonobo from time to time (“Service”). The Service is made available to you on software as a service (SaaS) basis through a web portal on our Site. The Service enables you as a customer to do the following with respect to your end user customers (“End User Customers”): browse your End User Customer contacts in a database, view the social profiles of and contact your End User Customers, and track your relationships with such End User Customers, including the characteristics and activities of visitors to your website; analyze conversational data, intervene with human agents, set up campaigns and more. The Service includes: (i) any other products, services and features made available or provided to you by Bonobo in connection with the Service; and (ii) the trademarks, service marks and logos (“Marks”), content, text, documents, descriptions, products, graphics, photos, sounds, videos and interactive features, contained in or made available through the Service and/or the Site (together with the Marks, “Content”). The Site, the Service and the Content may only be used in accordance with the terms of these Terms.

1.2.     Site. The Site is intended to provide you with information about Bonobo and its products and service, to enable you to purchase a subscription to the Service, and provide subscribers to the Service with a web portal to access the Service.

2.          Ability to Accept Terms. If you access and use the Service and/or the Site, you represent and warrant that you are at least 18 years old. The Service and/or the Site are only intended for individuals aged 13 years or older. If you are under 13 years please do not visit, access or use the Service and/or the Site. If you are between 13 and 18 years of age, then you must review these Terms with your parent or guardian before visiting, accessing or using the Service and/or the Site to make sure that you and your parent or guardian understand these Terms and agree to them. 

3.          License to Site. Bonobo hereby grants you, and you accept, a non-exclusive, non-transferable, non-sublicensable, and fully revocable license to access and use the Service and Site, provided that you comply with these Terms and the same restrictions and conditions set forth in Section 7 (Restrictions). 

4.          Subscription to the Service

4.1.     Subscription. Subject to your compliance with these Terms, and payment of applicable Fees (defined below), Bonobo hereby grants you, and you accept, a non-exclusive, non-transferable, non-sublicensable, and fully revocable subscription (“Subscription”) to access and use the Service during the Subscription Period (defined below).

4.2.     Order Form. Your Organization Subscription to the Service is subject to any restrictions or limitations set forth in the Order Form, including, but not limited to, the number of Authorized Users. “Order Form” means Bonobo’s then-current signing up form, which you must complete and submit to Bonobo in order to purchase a subscription to the Service, where you will be requested: (i) to sign up for a paid plan for your Organization; (ii) to affirmatively select the number of Authorized Users you wish to register; and (iii) to pay the applicable Fees.

5.          Using the Service. Bonobo provides the following service functionalities as a part of the Service. Bonobo may add other functionalities and/or modify some of the functionalities at its own discretion and without further notice, however, any material changes in the functionality of the Service shall be posted on the Site.

6.          Authorized User. Only an individual for whom a subscription to our Service has been ordered, and who has been supplied user identification and password may access and use the Service on behalf of your Organization (“Authorized User”). Authorized Users may include but are not limited to your employees, consultants, contractors, agents and third parties with which you transact business.

7.          Restrictions. Except as expressly permitted in these Terms, you may not, and shall not allow an Authorized User or any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, sell, display, transmit, broadcast, transfer or distribute any portion of the Service and/or the Site to any third party, including, but not limited to your affiliates, or use the Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Site and/or Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service and/or Site; (iii) reverse engineer, decompile or disassemble, decrypt or attempt to derive the source code of, the Service and/or Site, or any components thereof; (iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Service and/or Site, or any part thereof; (v) use any robot, spider, scraper or other automated means to access or monitor the Service and/or Site for any purpose; (vi) take any action that imposes or may impose (at Bonobo’s sole discretion) an unreasonable or disproportionately large load on the Bonobo infrastructure or infrastructure which supports the Site and/or Service; (vii) interfere or attempt to interfere with the integrity or proper working of the Service and/or Site, or any related activities; (viii) remove, deface, obscure or alter Bonobo’s or any third party’s identification, attribution or copyright notices, trademarks or other proprietary rights affixed to or provided as part of the Service and/or Site, or use or display logos of the Service and/or Site, without Bonobo’s prior written approval; (ix) use Bonobo’s marks without our prior written consent; (x) use the Service and/or Site to develop a competing service or product; (xi) use the Service and/or Site to send unsolicited or unauthorized commercial communications; and/or (xii) use the Service and/or Site in any unlawful manner, for any harmful, irresponsible or inappropriate purpose, or in breach of these Terms, any terms and conditions of any third-party product or service you use, or agreement you have entered into with any third party. Without derogating from the above, each Organization agrees to remain liable to Bonobo for any act or omission of an Authorized User that would constitute a breach of these Terms if such acts or omissions were by you. 

8.          Account. In order to use the Service, you may be required to create an account (“Account”). In creating your Account, you acknowledge and agree: (i) to provide accurate and complete Account and login information; (ii) to keep, and ensure that, all Account login details and passwords are secured at all times; (iii) to remain solely responsible and liable for the activity arising out of any failure to keep your Account details confidential; and (iv) to promptly notify Bonobo in writing if you become aware of any unauthorized access or use of your Account or the Service. You further represent and warrant that in creating your Account: (a) you do not reside in any proscribed state nor in any state that is embargoed by the United States department of commerce or any applicable law; (b) you are solvent and have not filed for bankruptcy, liquidation, debt arrangement or otherwise lost your ability into entering into agreements such as these Terms; and (c) you were not previously blocked by Bonobo from having an Account or otherwise using the Service.

9.          Content. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Service, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or other proprietary rights not owned by you without the express prior written consent of the respective owners. 

10.       Customer Data

10.1.  License. While using the Service you may provide us certain content, data or information including but not limited to personally identifiable information relating to End User Customers (“Customer Data”). You hereby grant us a royalty free, worldwide, non-exclusive license to use, process, access, modify, display, copy and store Customer Data in order to provide the Service to you and enable you to share the Customer Data or interact with other people, to distribute and publicly perform and display Customer Data as you (or your Authorized Users) direct or enable through the Service. Bonobo may also use the Customer Data on an anonymized and aggregate basis for the purposes of marketing and improving the Service.

10.2.  Responsibility. You represent and warrant that: (i) you own or have obtained the rights to all of the intellectual property rights subsisting in the Customer Data and you have the right to provide the Customer Data and the license granted in these Terms to use such Customer Data as stated in Section ‎10.1 above; (ii) you will comply with all applicable laws relating to the collection, use and disclosure of personally identifiable information, (iii) you have posted a privacy policy on each website on which you use the Service, which clearly and conspicuously states that you use third party service providers to provide certain service to you in connection with such website and you may disclose personally identifiable information to such third party service providers for the purpose of the provision of service to End User Customers, (iv) you have made all required notifications and obtained all required consents and authorizations from visitors on your websites and End User Customers relating to the disclosure of PII to a third party service provider as Bonobo, and (v) the Customer Data, your use of such Customer Data, and our use of such Customer Data, as set forth in these Terms (including in any applicable privacy policy), does not and shall not (a) infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy or publicity rights of any third party; (b) violate any applicable data protection legislation; (c) be offensive, unlawful, violates export control laws threatening, pornographic, harassing, hateful, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is in any way inappropriate; (d) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; or (e) is otherwise malicious or fraudulent. Other than its security obligations under Section 10.3, Bonobo assumes no responsibility or liability for Customer Data, and you shall be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it. It is hereby clarified that Bonobo shall not monitor and/or moderate the Customer Data and there shall be no claim against Bonobo of not acting so.

In addition you warrant, represent and agree that you will not contribute any content or otherwise use the Service in a manner that (A) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party, (B) violates any law, statute, ordinance or regulation, (C) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, (D) impersonates any person or entity, including without limitation any employee or representative of Bonobo, or (E) contains a virus, Trojan horse, worm, time bomb, or other harmful computer code, file, or program. Bonobo reserves the right to remove any content from the Service at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if Bonobo is concerned that you may have breached the immediately preceding sentence), or for no reason at all.

10.3.  Security. Bonobo agrees during the Term to implement reasonable security measures to protect Customer Data and will, at a minimum, utilize industry standard security procedures. However, because of the nature of the Service, which combines public and private information that is conveyed over the public internet, Bonobo shall not be held liable for any damage caused as a result of your use of the Service, their unavailability, any error or faults in the Service. You alone shall be responsible and liable for the maintenance and backup of all your Customer Data. You may download certain Customer Data that you provided to Bonobo at any time during the respective subscription period, or as otherwise set forth herein.

11.       Intellectual Property Rights

11.1.  Site and Service. The Service and the Site, including all Content contained or displayed on the Site and/or Service, are the property of Bonobo and may be protected by applicable copyright or other intellectual property laws and treaties. Title and full, exclusive ownership rights in the Service and the Site (and all parts of either, including the Content), and all reproductions, corrections, modifications, enhancements and improvements, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including data related to your usage of the Site and/or Service (excluding Customer Data), and Bonobo’s intellectual property, and any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary to Bonobo (or its third party providers). “Bonobo”, the Bonobo logo, and other marks are marks of Bonobo or its affiliates. All other trademarks, service marks, and logos used on the Site and/or Service are the trademarks, service marks or logos of their respective owners. We reserve all rights not expressly granted in and to the Service, Site and the Content. 

11.2.  Customer Data. The intellectual property and all other rights, title and interest of any nature in and to Customer Data are and shall remain your exclusive property. Except as expressly set forth herein, nothing in these Terms shall be construed as transferring any rights, title or interests to Customer Data to Bonobo or any third party.

11.3.  Feedback. It is anticipated that you may provide suggestions, comments or other feedback to the Bonobo Service, the API and/or the Site (“Feedback”). Feedback shall be deemed the sole property of Bonobo. Without derogating from the above, Bonobo will be free to adopt such Feedback for any of its products or service, use it in any other manner, disclose, reproduce, license or otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. You and Your Organization hereby waive any right to the Feedback, including but limited to, moral rights and any right for royalties or any other consideration. Without derogating from the above, you hereby grant us a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform any information and/or content that you post, disclose, published or otherwise make available in the course of Bonobo’s webinars, customer forums/blogs, community forums/blogs or any other similar event or venue, including without limitation for publishing and redistributing part or all of such information and/or content (and derivative works thereof) in any media formats and through any media channels and, and you hereby waive any moral rights in such information and/or content, to the extent permitted by law.

12.       Confidential Information. You agree to keep confidential and to use only for purposes permitted under these Terms, any Bonobo proprietary or confidential information disclosed to you pursuant to these Terms or in connection with your use of the Service which is marked as confidential or is identified at the time of disclosure as confidential or which would reasonably be considered confidential or proprietary in nature. The obligation of confidentiality shall not apply to information which is publicly available through authorized disclosure, is rightfully known by you prior to the time of disclosure as evidenced in writing, is rightfully obtained from a third party who has the right to disclose it, or which is required by law, government order or request to be disclosed (provided that you shall give written notice to Bonobo of such disclosure and an opportunity, at Bonobo’s expense, to resist or restrain the scope of such request). Upon any termination of your subscription to the Service, you shall return to us all Bonobo confidential information, and all copies thereof, in your possession, custody or control unless otherwise expressly provided in these Terms. 

13.       Privacy Policy. You acknowledge and agree that we will use any personal information that we may collect or obtain in connection with the Site and/or the Service in accordance with our Privacy Policy available at bonobo.ai/privacy (“Privacy Policy”).

14.       Anonymous Information. Notwithstanding any other provision of these Terms, we may collect, use and publish Anonymous Information (defined below) relating to you or your Authorized Users’ use of the Service and/or Site, and disclose it to provide, improve and publicize our products and service and for other business purposes. “Anonymous Information” means information which does not enable identification of an individual, such as aggregated and analytics information. Bonobo owns all Anonymous Information collected or obtained by Bonobo.

15.       Subscription Term and Renewal

15.1.  Term. The Service is provided on a subscription basis for a pre-defined term specified in your Order Form (“Subscription Term”) and shall automatically renew for additional periods of 1 month or year (depends on your pricing package), unless either party gives the other notice of non-renewal at least 30 days in case of a monthly subscription, and 60 days in case of a yearly subscription, before the end of the relevant Subscription Term. If you elected not to renew, you should send such non-renewal request to hello@bonobo.ai. Bonobo will confirm the non-renewal request when it is processed. The Fees during any such renewal term shall be subject to Bonobo’s pricing system and according to your pricing package, all as further detailed in the Site. If you continue to access or use the Service past any Subscription Term renewal date, you shall be deemed to have renewed your subscription to the Service for the corresponding renewal period and shall be liable to pay all applicable Fees in connection with such renewal period.

15.2.  Termination by Bonobo. Bonobo shall have the right to terminate your use of the Service or to terminate the Service at any time and by providing you, or the entirety of Authorized Users, a 7 day prior notice. Notwithstanding, Bonobo may terminate your use of the Service at any time and without prior written notice in any case where it believes that you have breached these Terms and such breach may cause Bonobo irreparable harm unless your Account is terminated immediately. Upon termination of these Terms, you shall cease all use of the Service. The Customer Data shall be available for you for 30 days following the termination of the Service and thereafter may be deleted by Bonobo. Bonobo reserves the right to permanently delete any Customer Data that may be contained in your Account at any time following said 30 day period, and you agree to waive any legal or equitable rights or remedies it may have against Bonobo with respect to Customer Data that is deleted in connection thereto.

15.3.  Objection. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Site and/or Service in any way, your only recourse is to immediately discontinue use of the Site and/or Service (and cancel your subscription).

16.       Effect of Termination. Upon termination of your subscription to the Service, your Account and all licenses granted by Bonobo under these Terms with respect to the Service shall be terminated, and you will lose all access to the Service and to any Customer Data that we may be storing on your behalf. We do not accept any liability for any termination of the Service or Customer Data that is deleted in connection thereto. We shall not be liable to you or any third party for termination of your use of or access to the Site and/or Service, or any portion thereof. This Section 16 and Sections 7 (Restrictions), 1 (Customer Data), ‎11 (Intellectual Property Rights), 13 (Privacy Policy), 14 (Anonymous Data), 20 (Warranty Disclaimer), ‎21 (Limitation of Liability), ‎22 (Indemnification), 23 (Disclosure), ‎27 (Governing Law and Disputes) and ‎28 (General), as well as any other provision which is intended to survive termination of the Terms or your subscription to the Service, shall survive termination of these Terms and your subscription to the Service.

17.       Suspension. If we believe, in our sole discretion, that you are using the Service in a manner that may cause harm to us or any third party, or in breach of these Terms, then we may, without derogating from our right to terminate your Subscription as specified in these Terms, suspend or terminate your Account or your access to and use of the Service, or parts thereof.

18.       Fees

18.1.  Service Fees. In consideration for the Service, your Organization shall pay all fees designated in the Order Form (“Fees”). The Fees are based on several factors, such as the number and type of Authorized Users invited to use the Service purchased, actual usage, seats and Services provided, all as further described in your pricing page.

18.2.  Payment Terms. The payments made to Bonobo shall be made on a recurring basis, and shall be changed in accordance to your pricing package. All billing cycles are renewed automatically for the same billing cycle. Fees for the current cycle (monthly or annual) are based on the prevailing rate on the first date of such cycle according to the service selected. All Fees are stated, and shall be paid, in US Dollars, are non-refundable and, unless otherwise stated in the Order Form, are exclusive of all taxes, levies, or duties, which are your responsibility. If you are located in a jurisdiction which requires you to deduct or withhold taxes or other amounts from any amounts due to us, you must notify us in writing. In such a case, we reserve the right to assess the withheld amount or to increase the gross amount of the applicable payment so that, after the deduction or withholding for taxes, the net amount paid to us will not be less than the amount we would have received without the required deduction or withholding. The available payment methods and the required payment schedule are set forth in the Order Form.

18.3.  Payment Processing. Your payment will be processed through a third party payment processing service, and additional terms may apply to such payments. We currently engage a third party, for online payment processing service, and in addition to these Terms, you agree that such third party terms and conditions shall apply to your online payments of the Fees. We reserve the right to use other third party payment processing service for such purposes in the future.

18.4.  Payment Increase. Should your use of the Service be in excess of your purchased package, for example by adding Authorized Users and/or Accounts, your payment shall be recalculated according to the time remaining in your outstanding balance and the addition shall be charged on your next billing cycle.

19.       Free Trial Subscription. We may offer a free, no-obligations trial subscription of the Service (“Trial Subscription”). Upon our receipt of your request for a Trial Subscription, we shall create an account, which shall remain in effect for your Trial Subscription period only and which shall commence on the date that you commence access or use of the Service, as applicable, and will conclude at the end of the Trial Subscription period displayed on the Trial Subscription confirmation you receive from us, or sooner if: (i) you upgrade your subscription by signing a separate Subscription agreement with Bonobo, or (ii) your use of the Service is terminated in accordance with these Terms. You acknowledge and agree that these Terms are applicable and binding upon you during the Trial Subscription period and that Bonobo: (a) does not make any commitments in connection with the Service during the Trial Subscription period; and (b) may send you, subject to your opting out, communications and other notices about the Service to your email address. We reserve the right to modify, cancel and/or limit this Trial Subscription offer at any time.

20.       Warranty Disclaimer

20.1.  The Site and the Service are provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied. You assume all responsibility for accessing and using the Site and Service and for the selection of the Service to achieve
your intended results.

BONOBO HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

20.2.  BONOBO DOES NOT WARRANT THAT THE SERVICE OR ACCESS TO AND USE OF THE SITE OR SERVICE WILL BE UNINTERRUPTED, ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR SERVICE IS FREE FROM VIRUSES OR OTHER HARMFUL CODE.

20.3.  BONOBO OFFERS NO WARRANTY REGARDING THE RELIABILITY OF THE PERFORMANCE OF THE SERVICE, INCLUDING WITHOUT LIMITATION ANY WARRANTY: (I) THAT THE SERVICE, INCLUDING ANY ANTI-VIRUS OR ANTI-SPAM FEATURES, WILL DETECT, BLOCK OR PREVENT ALL VIRUSES, SPAM OR OTHER HARMFUL OR UNWANTED CODE OR INTRUSIONS; AND (II) REGARDING THE BACKUP OR STORAGE OF CUSTOMER DATA ON OR BY THE SERVICE.

20.4.  BONOBO DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICE AND/OR THE SITE. YOUR USE OF AND RELIANCE UPON SERVICE AND/OR SITE, OR CONTENT (INCLUDING CUSTOMER DATA) IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND BONOBO, ITS AFFILIATES AND THIRD-PARTY PROVIDERS, SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU IN CONNECTION WITH ANY OF THE FOREGOING.

20.5.  YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.

20.6.  Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.

21.       Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW:

21.1.  IN NO EVENT WILL, BONOBO ITS AFFILIATES AND THIRD-PARTY PROVIDERS, BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH THESE TERMS FOR: (I) ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; (II) ANY LOSS OF PROFITS, BUSINESS, OR ANTICIPATED SAVINGS; (III) ANY LOSS OF, OR DAMAGE TO CUSTOMER DATA, REPUTATION, REVENUE OR GOODWILL; AND/OR (IV) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICE. 

21.2.  IN NO EVENT SHALL THE AGGREGATE LIABILITY OF BONOBO, ITS AFFILIATES OR ITS THIRD-PARTY PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITE AND THE SERVICE), EXCEEDTHE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU (IF ANY) FOR IN THE 6 MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

21.3.  THE FOREGOING EXCLUSIONS AND LIMITATIONS ON LIABILITY SET FORTH IN THIS SECTION ‎21 SHALL APPLY: (I) EVEN IF BONOBO, ITS AFFILIATES OR THIRD-PARTY PROVIDERS, HAVE BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES OR DAMAGES; (II) EVEN IF ANY REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE; AND (III) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (SUCH AS, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT).

21.4.  NO ACTION, REGARDLESS OF FORM, MAY BE BROUGHT BY YOU AFTER THE EARLIER OF (A) 12 MONTHS AFTER THE DATE ON WHICH YOU BECOME AWARE THAT A CAUSE OF ACTION HAS ARISEN, OR (B) THE PERIOD SET FORTH UNDER THE APPLICABLE STATUTE OF LIMITATIONS.

22.       Indemnification. Your Organization and you hereby warrant, represent and agree to indemnify, hold Bonobo harmless and to indemnify Bonobo and its respective affiliates, officers, directors, employees and agents from and against any and all claims, damage, obligations, liabilities, loss, expense, legal expense (including but not limited to attorney’s fees) or cost incurred as a result of (i) your use of or inability to use the Service; (ii) your violation of these Terms, including any false representation; and/or (iii) your Customer Data. 

23.       Disclosure. We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Service and/or the Site as we reasonably believe necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms, including to investigate potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to your support requests, and/or (v) protect the rights, property or safety of Bonobo, its users or the public. 

24.       Links

24.1.  The Site and/or Service may contain links to third party websites that are not owned or controlled by Bonobo. We are not affiliated with, have no control over, and assume no responsibility for the content, privacy policies, or practices of, any third party websites. You: (i) are solely responsible and liable for your use of and linking to third party websites and any content that you may send or post to a third party website; and (ii) expressly release us from any and all liability arising from your use of any third party website. Accordingly, we encourage you to read the terms and conditions and privacy policy of each third party website that you may choose to visit.

24.2.  We permit you to link to the Site provided that: (i) you link to but do not replicate any page on this Site; (ii) the hyperlink text shall accurately describe the Content as it appears on the Site; (iii) you shall not misrepresent your relationship with Bonobo or present any false information about us and shall not imply in any way that we are endorsing any service or products, unless we have given you our express prior consent; (iv) you shall not link from a website that you do not own; (v) your website and domain name do not contain content that (a) is offensive or controversial (both at our discretion), or (b) infringes any intellectual property, privacy rights, or other rights of any person or entity; and/or (vi) you, and your website, comply with these Terms and applicable law. 

25.       Assignment. These Terms, and any rights granted hereunder, may not be transferred or assigned by you but may be assigned by Bonobo without restriction. 

26.       Modifications. We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective 10 days following our sending a notice thereof to you or posting the revised Terms on the Site and your continued use of the Service thereafter means that you accept those changes. 

27.       Governing Law and Disputes

27.1.  These Terms and any disputes between you and Bonobo shall be governed by the laws of the State of Israel, without reference to its conflict of laws rules.

27.2.  The exclusive jurisdiction and venue for all disputes between you and Bonobo shall be the courts located in Tel Aviv-Yaffo, and each party hereby irrevocably consents to the jurisdiction of such courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms. Notwithstanding the foregoing, Bonobo reserves the right to seek injunctive relief in any court in any jurisdiction. 

28.       General. We reserve the right to discontinue or modify any aspect of the Site and/or Service at any time. These Terms, and the Order Form and Privacy Policy, represent the complete agreement concerning the Service and the Site between you and Bonobo and supersede all prior agreements and representations related to the subject matter hereof. To the extent of any inconsistency or conflict between these Terms and an Order Form, these Terms shall prevail. Section headings are provided for convenience only and have no substantive effect on construction. Except for your obligation to pay Bonobo, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. If any provision of these Terms is held to be unenforceable, these Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. 

Last updated: April, 2017

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